Trust Company. The General Partner may change the registered office of the Partnership in the State of Delaware or the registered agent for service of process on the Partnership at any time upon notice to the Limited Partners in accordance with the terms of this Agreement. The Partnership shall have its initial principal office for its activities at 00 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000. The General Partner may designate from time to time another office within or without the United States as the Partnership's principal office for its investment activities. The Partnership may from time to time have such other office or offices within or without the State of Delaware as may be designated by the General Partner.
Trust Company. By: ------------------------ Title: --------------------- PNC BANK, NATIONAL ASSOCIATION By: ------------------------ Title: --------------------- 24 WARBURG, PINCXX XXXANCED FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXITAL APPRECIATION FUND By: ------------------------ Title: --------------------- WARBURG, PINCUS CASH RESERVE FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXRGING GROWTH FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXRGING MARKETS FUND, INC. By: ------------------------ Title: --------------------- 25 WARBURG, PINCXX XXXED INCOME FUND By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXBAL FIXED INCOME FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXBAL POST-VENTURE CAPITAL FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXWTH & INCOME FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXLTH SCIENCES FUND, INC. By: ------------------------ Title: --------------------- 26 WARBURG, PINCXX XXXTITUTIONAL FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXERMEDIATE MATURITY GOVERNMENT FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXERNATIONAL EQUITY FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXERNATIONAL SMALL COMPANY FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXAN GROWTH FUND, INC. By: ------------------------ 27 Title: --------------------- WARBURG, PINCXX XXXAN SMALL COMPANY FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXOR FOREIGN MARKETS FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXX YORK INTERMEDIATE MUNICPAL FUND By: ------------------------ Title: --------------------- WARBURG, PINCXX XXX YORK TAX EXEMPT FUND, INC. By: ------------------------ Title: --------------------- WARBURG, PINCXX XXXT-VENTURE CAPITAL FUND, INC. By: ------------------------
Trust Company. Partners Trust shall use commercially reasonable efforts to cause Trust Company to be duly organized promptly following the execution of this Agreement. Promptly following the organization of Trust Company, Partners Trust shall cause this Agreement to be approved on behalf of Trust Company and shall cause Trust Company to execute and deliver to Purchaser this Agreement, to deliver to Purchaser true, complete and correct copies of the organization certificate and bylaws of Trust Company, to promptly file the Section 154 Petition as contemplated by Section 6.2, and to take all other action necessary to consummate the transactions contemplated hereby, subject to the terms and conditions hereof.
Trust Company. By: -------------------- Name: Edward A. Smith, III Title: Vice President BLACK PEARL FUNDS By: -------------------- Name: -------------------- Title: --------------------
Trust Company. By: ----------------------------------------------- Name: --------------------------------------------- Title: -------------------------------------------- RS INVESTMENT TRUST, on behalf of its several constituent Portfolios By: ----------------------------------------------- Name: --------------------------------------------- Title: -------------------------------------------- AUTHORIZED PERSONS APPENDIX NAME (TYPE) SIGNATURE ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- -------------------------------------- ------------------------------------- --------------------------------------
Trust Company. The Trust Company shall indemnify and hold harmless the Funds and the Series Trust, each of their affiliated companies, and all of the divisions, subsidiaries, directors, trustees, officers, agents, employees and assigns of each of the foregoing (collectively, “Indemnified Fund Parties”), against and from any and all demands, damages, liabilities, and losses, or any pending or completed actions, claims, suits, complaints, proceedings, or investigations (including reasonable attorneys’ fees and other costs, including all expenses of litigation or arbitration, judgments, fines or amounts paid in any settlement consented to by the Trust Company) to which any of them may be or become subject to as a result or arising out of: (a) the gross negligence or willful misconduct of the Trust Company in performing services hereunder; (b) any material breach of the Trust Company’s representations or warranties contained in this Agreement; or (d) the Trust Company’s failure to materially comply with any of the terms of this Agreement.
Trust Company. AssetMark Trust Company (i) holds all necessary licenses to conduct its trust business pursuant to state trust laws and applicable regulations thereunder and (ii) is in compliance with all applicable laws and regulations administered by the Arizona Department of Financial Institutions and any other state trust regulatory authority in jurisdictions in which AssetMark Trust Company conducts its business (collectively, the “State Trust Regulators”), except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor AssetMark Trust Company has been advised in writing by any State Trust Regulator that any such State Trust Regulator is contemplating any action that would impair AssetMark Trust Company’s ability to carry on its trust business and operations as described in the Pricing Disclosure Package. Other than AssetMark Trust Company, the Company and its subsidiaries do not operate any trust business.
Trust Company. HSBC shall use its reasonable best efforts to cause Trust Company to be duly organized promptly following the execution of this Agreement. Promptly following the organization of Trust Company, HSBC shall cause this Agreement to be appropriately approved on behalf of Trust Company and shall cause Trust Company to execute and deliver to Alliance this Agreement, to deliver to Alliance true, complete and correct copies of the organization certificate and bylaws of Trust Company, to promptly file the Section 154 Petition as contemplated by Section 6.2, and to take all other action necessary to consummate the transactions contemplated hereby, subject to the terms and conditions hereof. 6.10
Trust Company. An in-kind distribution shall be reduced by customary transfer and registration charges incurred by the Trustee. The balance of the Securities shall be sold over a period described in the Prospectus of the Trust. The Depositors shall direct the Trustee to sell the Securities in such manner as the Depositors determine will produce the best price for the Trust. If so directed, the Trustee shall use the services of the Depositors to effect such sales. In the event that the Depositors direct the Trustee that certain Securities will be sold to a new series of the Trust (a "New Series"), the Depositors will certify to the Trustee, within five days of each sale from a Trust to a New Series, (1) that the transaction is consistent with the policy of both the Trust and the New Series, as recited in their respective registration statements and reports filed under the Investment Company Act of 1940, (2) the date of such transaction and (3) the closing sales price on the national securities exchange for the sale date of the securities subject to such sale. The Trustee will then countersign the certificate, unless the Trustee disagrees with the closing sales price listed on the certificate, whereupon the Trustee will promptly inform the Depositors orally of any such disagreement and return the certificate within five days to the Depositors with corrections duly noted. Upon the Depositors' receipt of a corrected certificate, if the Depositors verify the corrected price by reference to an independently published list of closing sales prices for the date of the transactions, the Depositors will ensure that the price of Units of the New Series, and distributions to holders of the Trust with regard to redemption of their Units or termination of the Trust, accurately reflect the correct price. To the extent that the Depositors disagree with the Trustee's corrected price, the Depositors and the Trustee will jointly determine the correct sales price by reference to a mutually agreeable, independently published list of closing sales prices for the date of the transaction. The Depositors and Trustee will periodically review the procedures for sales and make such changes as they deem necessary, consistent with Rule 17a-7(e)(2). The Depositors will maintain records of the procedures and of each transaction will be maintained as provided in Rule 17a-7(f). The Trustee shall bear no responsibility for any sale made pursuant to the Depositors' instruction as provided in this paragraph....
Trust Company. The Company will make all payments in respect of a certificated Security (including principal, premium and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Security will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately pre- ceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).
