Undertakings. The Trust agrees with you, for your benefit, that: ------------ (a) The Trust shall sell Shares of Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof. (b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance. (c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder. (d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself. (e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications. (f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission. (g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement: (i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares); (ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or (iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect. (h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Distribution Agreement (Goldman Sachs Variable Insurance Trust)
Undertakings. The Trust agrees Issuer, unless set out below otherwise, undertakes with you, for your benefit, each Joint Lead Manager that: ------------:
(a) The Trust shall sell Shares of Funds it will bear and pay (i) any stamp or other duties or taxes on or in accordance connection with the terms Issue and delivery of each Participation the Notes and the execution and delivery of this Agreement and the Agency Agreement (together the Agreements), where the necessity of paying such stamps or other duties or taxes shall be communicated by a Joint Lead Manager to the Issuer in writing in advance and (ii) any value added tax payable in connection with the commissions or other amounts payable or allowed under the Agreements and otherwise so long in connection with the transactions envisaged by the Agreements;
(b) it will not (i) between the date of this Agreement and the Settlement Date (both dates inclusive), save as it has may be necessary to comply with applicable laws or regulations, make any press release or cause any notice, advertisement or similar information relating to the Notes to be published without the prior approval of the Joint Lead Managers and (ii) file or publish any information (including any press release, notice, advertisement or similar information) in connection with the Notes that uses any form of the name of the Joint Lead Managers or refers to the Joint Lead Managers or their relationship with the Issuer, without such Shares available for sale and, in Joint Lead Managers' prior written consent to the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership form of such Shares registered in reference (such names and amounts as you have requested in writing consent not to be unreasonably withheld or other means, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust delayed);
(c) it will not file make any amendment to any Registration Statement or amendment or supplement to any the Prospectus or SAI before the Settlement Date without the prior consent of the Joint Lead Managers (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall consent not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus unreasonably withheld or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(adelayed), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.;
(d) Subject to Section 8 of this Agreement, it will use the Trust will furnish to you as many conformed copies of net proceeds received by it from the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, Issue in the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.manner specified in the Prospectus;
(e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such no proceeds of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Issue will be used in a manner that would violate anti-bribery or anti- corruption laws and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available regulations applicable to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.Issuer;
(f) The Trust shall keep you fully informed it will ensure that all or any part of the proceeds raised in connection with respect the Issue will not directly or indirectly be:
(i) lent, contributed or otherwise made available to its affairs andany subsidiary, subject joint venture partner or other person or entity (whether or not related to Section 8 the Issuer) to fund any activities of this Agreementor business with any entity or individual that, at the trusttime of such funding, if so requested(A) is listed on, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, acting for or on behalf of, or owned or controlled by any persons identified on, the Trust with "Specially Designated Nationals and Blocked Persons" list (the Commission.
SDN list) or the "Sectoral Sanctions Identifications List" or any similar list maintained by the U.S. Department of State, the United Nations, the European Union, His Majesty's Treasury, or other relevant sanctions authority or (gB) The Trustis currently the subject or the target of any U.S. sanctions administered or enforced by the U.S. Government, if so requested(including, shall furnish to you a copy without limitation, the Office of Foreign Assets Control of the opinion U.S. Department of counsel for the Trust to Treasury (OFAC) or the effect that the Shares issued U.S. Department of State), or any similar sanctions or measures imposed by the Trust are legally issuedUnited Nations Security Council, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by youHis Majesty's Treasury, the TrustEuropean Union or any other relevant sanctions authority (collectively, if so requestedSanctions; such authorities, shall furnish to you an opinion of counsel for the Trustcollectively, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the SharesSanctions Authorities);
(ii) used to fund any activities of or business in a country, region or territory that is the Fund Agreements are amended subject or modified in any mannertarget of Sanctions, including, without limitation, the Trustso-called Donetsk People’s Republic, if so requestedthe so-called Luhansk People’s Republic, shall furnish to you an opinion the so-called Kherson Region of counsel for Ukraine, the Trustso-called Zaporizhzhia People’s Republic, dated the date of such post-effective amendmentCuba, Iran, North Korea, Russia, Sevastopol, South Sudan, Sudan and Syria (each a Sanctioned Country); or
(iii) any change is made to the statements under the caption "Taxation" used in any Prospectus other manner that will result in a violation by any person participating in the transaction, whether as underwriter, advisor, investor or SAIotherwise of any Sanctions; and
(g) it agrees, in order to ensure orderly and effective marketing of the Trustoffering and issuance of the Notes, if so requested, shall furnish to you an opinion of counsel for the Trust, dated from the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and until 30 days after the Fund Agreements and Settlement Date not to implement, announce or otherwise notify – without the Rules and Regulations as then in effectJoint Lead Managers' prior written approval – any other transaction or transactions on the Czech capital market, which would include an offer of debt securities issued or guaranteed by the Issuer.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Subscription Agreement
Undertakings. The Trust Company agrees with you, for your benefit, that: ------------each of the Underwriters:
(a) The Trust shall sell Shares of Funds To prepare the Prospectus in accordance with the terms of each Participation Agreement or otherwise so long as it has a form approved by you and to file such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent"Prospectus pursuant to Rule 424(b) to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, not later than the Commission’s close of business on the second business day following the execution and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Trust will not file Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to any the Registration Statement has been filed or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, becomes effective or any amendment or supplement thereto, is to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with by the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) Company with the Commission pursuant to Rule 497433(d) under the Act; to advise you, (ii) whenpromptly after it receives notice thereof, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any stop order suspending the effectiveness or of any Registration Statement, order preventing or suspending the registration use of any Preliminary Prospectus or other prospectus in respect of the Trust under the Investment Company ActOffer Shares, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer Offer Shares for offering or sale of Shares of a Fund in any jurisdiction or jurisdiction, of the initiation or (to the best knowledge of the Trust) threatening of any proceeding for any such purpose. The Trust will , or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.of such order
(b) IfPromptly from time to time to take such action as you may reasonably request to qualify the Offer Shares for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Offer Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;
(c) Prior to 10:00 a.m., New York City time, on the business day next succeeding the date of this Agreement and from time to time, to furnish to Gxxxxxx, Sachs & Co., at the Designated Office, for the Underwriters with written and electronic copies of the Prospectus in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time when a prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or SAI is required to be delivered under sale of the Securities Act, Offer Shares and if at such time any event occurs shall have occurred as a result of which such the Prospectus as then amended or SAI supplemented would include any an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or or, if for any other reason it shall be necessary during such same period to amend any Registration Statement or amend or supplement any the Prospectus or SAI in order to comply with the Securities Act, to notify the Investment Company Act or the Rules Representatives and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will upon their request to prepare and file with furnish without charge to Gxxxxxx, Sxxxx & Co., at the commissionDesignated Office, subject for each Underwriter and any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the third sentence of Section 6(a), an amendment or supplement Prospectus which will correct such statement or omission or effect such compliance.; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Offer Shares at any time nine months or more after the time of issue of the Prospectus, upon the request of the Representatives, but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(cd) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will To make generally available to its shareholders andas soon as practicable, subject to but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d11(a) of the Investment Company Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 30d-1 thereunder.
(d) Subject to Section 8 158); ); provided, however, that the Company may satisfy the requirements of this Agreement, subsection by filing such statements with the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.Commission via EXXXX;
(e) Consistent with During the practice period beginning from the date hereof and continuing to and including the date 180 days after the First Time of mutual funds whose shares Delivery (the initial “Lock-Up Period”), not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company that are made available only substantially similar to Qualified Personsthe Offer Shares, including but not limited to any options or warrants to purchase Ordinary Shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, Ordinary Shares or any such substantially similar securities (other than the issuance of options and Ordinary Shares pursuant to employee stock option plans existing on the date of this Agreement and described in the Pricing Prospectus and the Prospectus and the registration thereof under the Act, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the Trust shall undertake to comply with date of this Agreement), without the terms and conditions relevant exemptions from the securities laws of such prior written consent of the 00 xxxxxx xx xxx Xxxxxx XxxxxxRepresentatives; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period, the District Company releases earnings results or announces material news or a material event or (2) prior to the expiration of Columbiathe initial Lock-Up Period, the Commonwealth Company announces that it will release earnings results during the 16-day period following the last day of Puerto Ricothe initial Lock-Up Period, then in each case the Territory Lock-Up Period will be automatically extended until the expiration of Guam the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material event, as applicable, unless the Representatives waive, in writing, such extension; the Company will provide the Representatives and such other jurisdictions as you each shareholder subject to the Lock-Up Period pursuant to the lockup undertakings contemplated or described in Sections 1(b)(xi) and the Trust may approve. To the extent that exemptions from securities laws in 8(i) hereof with prior notice concerning any such jurisdiction are not available announcement that gives rise to an extension of the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.Lock-Up Period;
(f) The Trust shall keep you fully informed with respect To furnish to its affairs shareholders as soon as practicable after the end of each fiscal year, an annual report (including a balance sheet and statements of income, shareholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent registered public accountants) and, subject as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to Section 8 make available to its shareholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail (but only to the extent that the Company is required to make such information available to its securityholders pursuant to applicable Israeli law and regulation); provided, however, that the Company may satisfy the requirements of this Agreementsubsection by filing such reports or information with the Commission via EXXXX;
(g) During a period of five years from the effective date of the Registration Statement, the trust, if so requested, will to furnish to youyou copies of all reports or other communications (financial or other) furnished to shareholders, and to deliver to you (i) as soon as they are available, copies of all reports, communications any reports and financial statements sent by furnished to or filed with the Trust Commission or any national securities exchange on which any class of securities of the Company is listed (provided, however, that to the extent such documents are filed with the Commission via EXXXX, the Company shall be deemed to have complied with this clause); and (ii)such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its shareholders generally or filed by, or to the Commission);
(h) To use its best efforts to list the Offer Shares on behalf ofthe New York Stock Exchange (the “Exchange”);
(i) If the Company elects to rely upon Rule 462(b), the Trust Company shall file a Rule 462(b) Registration Statement with the Commission.
(gCommission in compliance with Rule 462(b) The Trustby 10:00 P.M., if so requestedWashington, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issuedD.C. time, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after on the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and Company shall at the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish time of filing either pay to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of its treasurer or assistant treasurer in a form reasonably satisfactory such fee pursuant to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations Rule 111(b) under the Investment Company Act; and
(j) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Offer Shares (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.
Appears in 1 contract
Undertakings. The Trust agrees with you, for your benefit, that: ------------:
(a) The Trust shall sell Shares of Funds in accordance with the terms of each Participation Agreement or otherwise Fund so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "“Transfer Agent"”) to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's ’s right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances circumstance and promptly will prepare and file with the commissionCommission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to youyou (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Authorized Dealers and, so long as a delivery of a Prospectus or SAI by you or any Authorized Dealer may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourselfyourself and for delivery to the Authorized Dealers.
(e) Consistent with To the practice of mutual funds whose shares are made available only to Qualified Personsextent required by applicable state law, the Trust shall undertake will use its best efforts to comply with arrange for the terms and conditions relevant exemptions from qualification of an appropriate number of the securities Shares of the Funds for sale under the laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are availableavailable (with sufficient copies for the Authorized Dealers), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares issued covered by the Trust are notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "“Shares of the Fund" ” in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "“Taxation" ” in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effecteffect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's ’s independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "“Portfolio Transactions" ” and "“Performance Information" ” (or similar captions) in the prospectus Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's ’s required semi-annual financial statements, an a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Distribution Agreement (Goldman Sachs Credit Strategies Fund)
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a1) The Trust shall sell Shares of Funds in accordance Company undertakes with the terms of each Participation Agreement or otherwise so long as Underwriters that it has such Shares available for sale andwill bear and pay (or, in respect of any duty, tax, commission, fee or the case of sales covered by like for which the Underwriters are initially liable, will promptly reimburse the same to the Underwriters) any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing stamp or other meansduties, as promptly as practicable taxes, commissions or fees or charges on or in accordance connection with the terms and conditions issue, sale, pur- chase, distribution and/or delivery of any Participation Agreements the Offer Shares to the Underwriters and the relevant Prospectus. The Trust will make such filings under the Investment Company Act withexecution, delivery and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination performance of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed value added tax payable in connection with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed commissions and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus other amounts payable or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request allowable by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure Company and otherwise in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereofconnection therewith.
(b2) If, at any time when a Prospectus or SAI relating to the Offer Shares is required to be delivered under the Securities ActAct or in connection with the initial distribution of the Offer Shares, any event occurs as a result of which such the Prospectus or SAI as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any the Registration Statement or amend or supplement any the Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunderrules thereunder or applicable law, the Trust Company will notify you promptly of any such circumstances and promptly will promptly, at its own expense: (i) prepare and file with the commission, subject to the third sentence of Section 6(a), Commission an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) supply any amended or supplemented Prospectus to the Underwriters in such quantities as the Underwriters may reasonably request. Before making any such amendment, supplement or filing, the Company will furnish Deutsche Bank with a copy of each such proposed amendment or supplement, and will not make such proposed amendment, supplement or filing to which Deutsche Bank, on behalf of the Underwriters, reasonably objects.
(3) The Company will use all reasonable efforts to qualify the Offer Shares for offering and sale in each date U.S. jurisdiction as Deutsche Bank, on behalf of the Trust files with Underwriters, shall designate including, but not limited to, applicable state ("BLUE SKY") laws of certain states of the Commission United States of America, and the Trust's required semi-annual financial statementsCompany shall maintain such qualifications in effect for such period as Deutsche Bank, an certificate on behalf of its treasurer or assistant treasurer the Underwriters, may reasonably require in a form reasonably satisfactory order to you, describing complete the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with placement of the Rules and Regulations under the Investment Company ActOffer Shares.
Appears in 1 contract
Undertakings. The Trust agrees with you, for your benefit, that: ------------:
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 7 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as a delivery of a Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourselfyourself and for delivery to the Selling Agents.
(ec) Consistent with To the practice of mutual funds whose shares are made available only to Qualified Personsextent required by applicable state law, the Trust shall undertake will use its best efforts to comply with arrange for the terms and conditions relevant exemptions from qualification of an appropriate number of the securities Shares of the Funds for sale under the laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(fd) The Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 7 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are availableavailable (with sufficient copies for the Selling Agents), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Distribution Agreement (HCIM Trust)
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of Funds in accordance with the terms of each Participation Agreement or otherwise You undertake that so long as it you owe or are entitled to borrow any amounts under this Loan Agreement except with the prior written consent of the Lender in its absolute discretion:
9.1 you shall use the Loan only for the Purpose described in the Key Terms and if no Purpose is specified, for the general working capital purposes of your business;
9.2 you shall comply, and procure that each Obligor complies, with this Loan Agreement (including, without limitation, any Additional Financial Covenants, Conditions Subsequent and Additional Covenants) within any applicable time periods specified therein;
9.3 you shall give the Lender notice in writing immediately upon becoming aware of the occurrence of any Event of Default or Potential Event of Default;
9.4 you shall prepare and provide and shall procure that each relevant Obligor or Specified Person prepares and provides to the Lender the Financial Information specified in the Key Terms within the periods specified in the Key Terms;
9.5 you shall provide the Lender promptly with such other information and documents concerning your or any Obligor’s or Specified Person's business, investments and financial position and prospects as the Lender may from time to time reasonably require;
9.6 you shall procure that the Lender is provided (at your own cost) with updated Valuations of each of the Charged Properties and any Specified Properties specified by the Lender, such Valuations to be obtained once in every 3 years at the Lender’s sole discretion or more frequently if the Lender believes that an Event of Default has occurred or is likely to occur;
9.7 upon request, you shall provide all reasonable assistance to the Lender and the Valuer for the purpose of any Valuation;
9.8 you shall, and shall procure that each Obligor will, comply in all respects with all laws (including, without limitation, Environmental Law and all statutes applicable to each Property) to which you or they may be subject;
9.9 you shall not, and shall procure that no Obligor will, create or permit to subsist, without the Lender’s prior consent, any Security Interest over the whole or any part of your undertaking or assets, present or future, (including uncalled capital) except the Security Documents and for liens which are not overdue for performance;
9.10 you shall not, and shall procure that no Obligor will sell, lease, transfer or otherwise dispose of any Secured Assets, or any material asset unless the Lender has consented to that sale, lease, transfer or disposal in writing or as permitted under the Security Documents;
9.11 you shall and shall procure that each Obligor will carry on your and their respective business in the ordinary course and without any material alteration from that carried on at the date of this Loan Agreement; you shall obtain all consents, authorisations or licences as necessary to carry on your business;
9.12 you shall and shall procure that each Obligor as applicable will maintain insurance on and in relation to the Charged Property with reputable underwriters or insurance companies against all usual risks and special perils (including but not limited to subsidence and inflation proofing) at least to the amount of the current reinstatement cost as per the Valuation, inclusive of surveyor’s fees and local authority fees, and you shall ensure that the interest of the Lender as mortgagee is noted on such Shares available policies;
9.13 you shall and shall procure that each Obligor will maintain insurance of your and its business and assets with reputable underwriters or insurance companies against such risks to the extent usual for sale persons carrying on a business such as that carried on by you and each respective Obligor and such other risks as the Lender may from time to time reasonably require;
9.14 you shall promptly pay all premia and other amounts required in respect of the insurances to be maintained under this Loan Agreement, and shall provide copies of all insurance policies required to be maintained under this Loan Agreement to the Lender on request;
9.15 you shall transact all of your business banking through your account held with the Lender; and,
9.16 you shall at all times comply with each of the Financial Covenants which shall be tested as follows:-
9.16.1 in the case of sales covered by any Participation Agreementthe financial and other ratios specified in the Key Terms or in the Special Terms, no suspensions or terminations thereunder are on the Test Dates and in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior relation to the termination of this AgreementTest Periods specified in the Key Terms, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant with reference to the Securities Act, the Investment Company Actdocuments most recently supplied under paragraphs 9.4 and 9.5, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentenceotherwise specified, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements thereinapplicable, in the light Special Terms; and
9.16.2 in the case of financial and other ratios which are determined by reference to forward looking indicators, on the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules Test Dates and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject in relation to the third sentence of Section 6(a)Test Periods specified in the Key Terms, an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect with reference to the normal periodic reporting requirements documents most recently supplied under the Investment Company Act paragraphs
9.4 and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders 9.5 and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendmentapplicable, to the effect of Section 2 (to projected amounts estimated by the extent it relates to the description of the Shares)Lender;
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Secured Term Loan Facility
Undertakings. The Trust Company agrees with you, for your benefit, that: ------------the Initial Purchasers:
(a) The Trust shall sell Shares of Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, If at any time when a Prospectus or SAI is required prior to be delivered under payment of the purchase price of the Securities Actat the Time of Delivery, any event occurs shall have occurred as a result of which such Prospectus or SAI the Public Disclosure, as then amended and supplemented, would include any an untrue statement of a material fact or omit to state any a material fact necessary to make the statements therein, in the light of the circumstances under which they were made made, not misleading, misleading or if for any other reason it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI the Public Disclosure, to comply promptly notify the Initial Purchasers and to prepare and publish such announcements as may be agreed with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement Initial Purchasers which will correct such statement or omission or effect omission;
b) Promptly from time to time to take such compliance.
(c) As soon action as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you Initial Purchasers may reasonably request for yourself andrequest, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply consistent with the terms and conditions relevant exemptions from set forth in Annex I to this Agreement, to qualify the Securities for offering and sale under the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you may request and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with such laws so as to permit the registration, notification or qualifications continuance of sales and dealings therein in effect such jurisdictions for as long as may be reasonably requested by younecessary to complete the distribution of the Securities, provided that in connection therewith the Trust Company shall not be required in connection herewith or as condition hereto to qualify as a foreign corporation or to execute file a general consent, consent to service of process in any jurisdiction. You shall furnish such information ;
c) During the period beginning from the date hereof and other material relating continuing to your affairs and activities as may be required by the Trust in connection with such qualifications.
date 90 days after the Time of Delivery: (fi) The Trust shall keep you fully informed with respect not to its affairs anduse, subject authorize, approve or refer to Section 8 any written communication that constitutes an offer to sell or a solicitation of this Agreement, an offer to buy the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by Securities without having first furnished the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you Initial Purchasers a copy of such written communication for review or if the opinion Initial Purchasers reasonably object; and (ii) not to make any other public announcements or disclosures regarding the issue, offering and placement of counsel for the Trust Securities without, to the effect that the Shares issued by the Trust are greatest extent legally issuedpossible, fully paid and nonassessable. The Trust further agrees that if, in connection first having consulted with the filing Initial Purchasers and taken into account any comments reasonably made;
d) During the period beginning from the date hereof and continuing to the date 90 days after the Time of Delivery not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder any post-effective amendment securities of the Company that are substantially similar to the Securities or the Shares, including but not limited to any Registration Statement after securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement:), make any short sale, engage in any hedging or other transaction that is designed to or that reasonably could be expected to lead to or result in a sale or disposition (even if such disposition would be by someone other than the Company), or enter into a transaction with similar economic effect, or publicly announce the intention to do any of the foregoing, in each case, without the prior written consent of the Initial Purchasers; provided however that the foregoing shall not apply to securities issued or delivered in the context of acquisitions or joint ventures, provided further that the transferee of such securities agrees in writing to be bound by the terms of this Section 5(d) or the entry into the transactions contemplated by the Offering Documents or the Hedge and Warrant Documents;
e) Not to do or authorize any act or thing on or after the date hereof and prior to the Time of Delivery that would, had any Securities then been outstanding, have resulted in an adjustment of the conversion rate of the Securities;
f) To assist the Initial Purchasers and use commercially reasonable efforts to permit the offered Securities to be eligible for clearance and settlement through Euroclear and Clearstream and to use its reasonable best efforts to maintain such eligibility for so long as the Securities remain outstanding;
g) During a period of five years from the Time of Delivery, to furnish to you copies of all reports or other communications (financial or other) furnished to shareholders of the Company, and to deliver to you soon as practicable after they are available and consistent with the Company’s obligations under the Exchange Act, copies of any reports and financial statements furnished to or filed with the Commission or any securities exchange on which any class of securities of the Company is listed; provided that for so long as the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the terms of this Section 5(g) shall be deemed to have been complied with upon the filing or furnishing of such information on XXXXX; provided further that the terms of this Section 5(g) shall also be deemed to have been complied with if such information is disseminated in a manner that constitutes “public disclosure” within the meaning of Regulation FD;
h) None of the Company, its Affiliates, or any other person acting on its or their behalf will engage in any directed selling efforts in relation to the Securities within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S in relation to the Securities;
i) Not to (and to cause its subsidiaries not to) take, directly or indirectly, any action until the completion of the distribution of the Securities which is designed to or which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or the Shares, or which is in violation of the Market Abuse Regulation or any legislation passed thereunder;
j) None of the Company, its Affiliates, or any other person acting on its or their behalf will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the registration of the Securities under the Securities Act;
k) To take all necessary actions to have the Securities quoted on the Open Market within one (1) month of the Time of Delivery; and to use reasonable endeavors to obtain and thereafter to maintain a listing of the Securities on such other suitable stock exchange as it may (with the approval of the Initial Purchasers) decide if the Company at any time determines that it can no longer reasonably comply with the requirements for quotation of the Securities on the Open Market, and if maintenance of such quotation on the Open Market becomes in the opinion of the Company unduly onerous;
(i) a change is made to To use the statements under proceeds received by it from the caption "Shares issue of the Fund" Securities in the manner specified in the Offering Documents; (ii) to not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity to fund or facilitate any activities or business of or with any Sanctioned Person or with any person located, operating, organized or resident in any Prospectus Sanctioned Country, or SAI in any other manner that is deemed material in each case would result in a violation of Sanctions by youany Person (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise) or otherwise be sanctionable under any Sanctions; and (iii) to not use, lend, contribute or otherwise make available, directly or indirectly, such proceeds in furtherance of an offer, payment, promise to pay, or authorization of the Trustpayment or giving of money, if so requested, shall furnish to you an opinion or anything else of counsel for the Trust, dated the date of such post-effective amendmentvalue, to the effect any person in violation of any applicable Anti-Corruption Laws and/or Anti-Money Laundering Laws; any provision of this Section 2 (5(l) shall not apply if and to the extent it relates to the description is illegal, invalid or unenforceable as a result of any applicable Blocking Regulation or German law (including section 7 of the Shares)Foreign Trade and Payments Ordinance, Außenwirtschaftsverordnung, as amended) and, in such case, the legality, validity and enforceability of this Section 5(l) shall not otherwise be affected;
(iim) To effect and to use reasonable efforts to maintain the Fund Agreements are amended listing of the Shares issued in settlement of the Company’s obligations under the Warrant on a Relevant Exchange;
n) To execute on or modified in any mannerbefore the Time of Delivery each Operative Document; and
o) At the Time of Delivery, the Trust, if so requested, shall furnish to you an opinion Company will publish the terms and conditions of counsel the Securities (the “Terms and Conditions”) (including a legend regarding the intended professionals target market for the Trust, dated Securities) on the date website of the Company and will thereafter maintain the availability of such post-effective amendment; or
(iii) any change is made Terms and Conditions, as amended from time to the statements under the caption "Taxation" in any Prospectus or SAItime, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of on such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified website until such time as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy none of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you Securities remain outstanding (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) as defined in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company ActIndenture).
Appears in 1 contract
Samples: Purchase Agreement (Qiagen Nv)
Undertakings. 8.1 The Trust agrees with youActual Controller undertakes to procure no material change to the Core Employees or the Key Employees, and in case of departure of any Core Employee, the Actual Controller shall propose a substitute acceptable by the Investor to the Investor within two (2) months, and in case of departure of any Key Employee, the Actual Controller shall propose a substitute acceptable by the Investor to the Investor within one (1) month. The Actual Controller shall notify the Investor in writing after determining the corresponding substitute, and the Investor shall reply in writing whether to accept such candidate within ten (10) business days upon receipt of such notice.
8.2 The Parties undertake to take or procure to take all actions necessary to complete and make the Transaction effective as soon as possible, and perform or procure to perform all matters necessary to complete the Transaction as soon as possible.
8.3 The Company Party undertakes to immediately notify the Investor in writing and take all possible measures for your benefitremedy if it is aware of any information on the Group Companies (including, that: ------------
(awithout limitation, legal existence, business, assets, operation, intellectual property rights, etc. of the Group Companies) The Trust shall sell Shares of Funds in accordance that is materially inconsistent with the terms of each Participation Agreement representations and warranties made by it herein or otherwise so long as the information or materials provided to the Investor by it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf course of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective DateInvestor’s due diligence, or any amendment or supplement theretoinformation which may have Material Adverse Effect on the Group Companies.
8.4 The Company Party undertakes that, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension transaction between the Company and ******* Co., Ltd. (hereinafter referred to as the “***”) concerning the establishment of a joint venture named ********* Co., Ltd. (*********有限责任公司) (hereinafter referred to as the “*** Joint Venture Transaction”), the Company Party shall, and shall procure *** to, file an anti-monopoly review application to the competent governmental authority with respect to such transaction after the Anti-monopoly Declaration for the Transaction is passed, and submit the acceptance notice issued by the competent governmental authority or other supporting document with respect to the filing to the Investor, provided that the Investor shall provide the Company Party with necessary support and cooperation (including recommending anti-monopoly lawyers to the Company Party). Where no application for such anti-monopoly review is filed or such anti-monopoly review fails (or is approved with additional conditions which are considered impossible to complete, by the Transaction Parties upon reasonable evaluation), the Group Companies shall be liable for compensation for such loss, provided that the compensation made by the Group Companies shall be limited to RMB******** (and for the avoidance of doubt, subject to the fulfillment of compensation liability under this Article by the Group Companies per the loss compensation amount confirmed by the Transaction Parties, the Investor shall not make another claim against the Group Companies for compensation liability with respect to the same matter under this Article 8.4 based on other provisions hereof).
8.5 For member companies of the qualification Group Companies which have not paid in their respective registered capital per the time limit agreed in the corresponding articles of association (including, without limitation, Jinhua Shengdu and Nanjing Shengdu), the Company Party shall complete the contribution payment obligation or de-register such companies after the execution of the offer or sale of Shares of Original Framework Agreement and no later than the Second Closing Date.
8.6 [redacted]
8.7 The Company Party undertakes that, the Group Companies shall establish and complete a Fund in any jurisdiction or the initiation or (quality management system and a complaint handling system acceptable to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain Investor as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light after execution of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Original Framework Agreement, so as to you, a report containing reduce the financial statements required to be included in such reports under Section 30(d) customer complaint rate of the Investment Company Act and Rule 30d-1 thereunderGroup Companies.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") -------------- to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement -------- ------- shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances circumstance and promptly will prepare and file with the commissionCommission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to youyou (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Authorized Dealers and, so long as a delivery of a Prospectus or SAI by you or any Authorized Dealer may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourselfyourself and for delivery to the Authorized Dealers.
(e) Consistent with To the practice of mutual funds whose shares are made available only to Qualified Personsextent required by applicable state law, the Trust shall undertake will use its best efforts to comply with arrange for the terms and conditions relevant exemptions from qualification of an appropriate number of the securities Shares of the Funds for sale under the laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are availableavailable (with sufficient copies for the Authorized Dealers), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares issued covered by the Trust are notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-post- effective amendment, to the effect of Section paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effecteffect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record -------------- on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances circumstance and promptly will prepare and file with the commissionCommission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions of relevant exemptions from the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualification requirements of such laws in order for such Shares to be lawfully sold in such jurisdiction, and will maintain any such registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-semi- annual financial statements, an a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Distribution Agreement (Goldman Sachs Variable Insurance Trust)
Undertakings. The Trust agrees with you, for your benefit, that: ------------:
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 7 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as a delivery of a Prospectus or SAI SXx by you or any Selling Agent may be required by law, the number of copies of each Prospectus and each SAI SXx as you may reasonably request for yourselfyourself and for delivery to the Selling Agents.
(ec) Consistent with To the practice of mutual funds whose shares are made available only to Qualified Personsextent required by applicable state law, the Trust shall undertake will use its best efforts to comply with arrange for the terms and conditions relevant exemptions from qualification of an appropriate number of the securities Shares of the Funds for sale under the laws of such of the 00 50 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(fd) The Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 7 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are availableavailable (with sufficient copies for the Selling Agents), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Distribution Agreement (HCIM Trust)
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record -------------- on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances circumstance and promptly will prepare and file with the commissionCommission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions of relevant exemptions from the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualification requirements of such laws in order for such Shares to be lawfully sold in such jurisdiction, and will maintain any such registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Distribution Agreement (Goldman Sachs Variable Insurance Trust)
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of Funds in accordance with the terms of each Participation Agreement or otherwise You undertake that so long as it you owe or are entitled to borrow any amounts under this Loan Agreement except with the prior written consent of the Lender in its absolute discretion:
9.1 you shall use the Loan only for the Purpose described in the Key Terms and if no Purpose is specified, for the general working capital purposes of your business;
9.2 you shall comply, and procure that each Obligor complies, with this Loan Agreement (including, without limitation, any Additional Financial Covenants, Conditions Subsequent and Additional Covenants) within any applicable time periods specified therein;
9.3 you shall give the Lender notice in writing immediately upon becoming aware of the occurrence of any Event of Default or Potential Event of Default;
9.4 you shall prepare and provide and shall procure that each relevant Obligor or Specified Person prepares and provides to the Lender the Financial Information specified in the Key Terms within the periods specified in the Key Terms;
9.5 you shall provide the Lender promptly with such other information and documents concerning your or any Obligor’s or Specified Person's business, investments and financial position and prospects as the Lender may from time to time reasonably require;
9.6 you shall procure that the Lender is provided (at your own cost) with updated Valuations of each of the Charged Properties and any Specified Properties specified by the Lender, such Valuations to be obtained once in every 3 years at the Lender’s sole discretion or more frequently if the Lender believes that an Event of Default has occurred or is likely to occur;
9.7 upon request, you shall provide all reasonable assistance to the Lender and the Valuer for the purpose of any Valuation;
9.8 you shall, and shall procure that each Obligor will, comply in all respects with all laws (including, without limitation, Environmental Law and all statutes applicable to each Property) to which you or they may be subject;
9.9 you shall not, and shall procure that no Obligor will, create or permit to subsist, without the Lender’s prior consent, any Security Interest over the whole or any part of your undertaking or assets, present or future, (including uncalled capital) except the Security Documents and for liens which are not overdue for performance;
9.10 you shall not, and shall procure that no Obligor will sell, lease, transfer or otherwise dispose of any Secured Assets, or any material asset unless the Lender has consented to that sale, lease, transfer or disposal in writing or as permitted under the Security Documents;
9.11 you shall and shall procure that each Obligor will carry on your and their respective business in the ordinary course and without any material alteration from that carried on at the date of this Loan Agreement; you shall obtain all consents, authorisations or licences as necessary to carry on your business;
9.12 you shall and shall procure that each Obligor as applicable will maintain insurance on and in relation to the Charged Property with reputable underwriters or insurance companies against all usual risks and special perils (including but not limited to subsidence and inflation proofing) at least to the amount of the current reinstatement cost as per the Valuation, inclusive of surveyor’s fees and local authority fees, and you shall ensure that the interest of the Lender as mortgagee is noted on such Shares available policies;
9.13 you shall and shall procure that each Obligor will maintain insurance of your and its business and assets with reputable underwriters or insurance companies against such risks to the extent usual for sale persons carrying on a business such as that carried on by you and each respective Obligor and such other risks as the Lender may from time to time reasonably require;
9.14 you shall promptly pay all premia and other amounts required in respect of the insurances to be maintained under this Loan Agreement, and shall provide copies of all insurance policies required to be maintained under this Loan Agreement to the Lender on request;
9.15 you shall transact all of your business banking through your account held with the Lender;
9.16 you shall ensure that any Obligor:
9.16.1 which is a legal entity that is governed by the law of a country or territory outside the United Kingdom; and
9.16.2 which is granting or has granted a charge by way of legal mortgage, a standard security (or any form of security interest that will be registered at the land registry for England and Wales, Scotland or Northern Ireland) in the Lender's favour to secure the Facility, is registered on the register of overseas entities kept by the registrar of companies of England and Wales, Scotland or Northern Ireland pursuant to the Economic Crime (Transparency and Enforcement) Act 2022 (and all secondary legislation and regulations made under it, in each case as amended from time to time) and that such registration remains in full force and effect and up to date and is otherwise in compliance with such legislation, and you shall produce evidence of compliance with such legislation promptly upon written request from the Lender; and
9.17 you shall at all times comply with each of the Financial Covenants which shall be tested as follows:-
9.17.1 in the case of sales covered by any Participation Agreementthe financial and other ratios specified in the Key Terms or in the Special Terms, no suspensions or terminations thereunder are on the Test Dates and in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior relation to the termination of this AgreementTest Periods specified in the Key Terms, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant with reference to the Securities Act, the Investment Company Actdocuments most recently supplied under paragraphs 9.4 and 9.5, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentenceotherwise specified, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements thereinapplicable, in the light Special Terms; and
9.17.2 in the case of financial and other ratios which are determined by reference to forward looking indicators, on the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules Test Dates and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject in relation to the third sentence of Section 6(a)Test Periods specified in the Key Terms, an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect with reference to the normal periodic reporting requirements documents most recently supplied under the Investment Company Act paragraphs
9.4 and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders 9.5 and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendmentapplicable, to the effect of Section 2 (to projected amounts estimated by the extent it relates to the description of the Shares)Lender;
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Loan Agreement
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer -------- Agent") to record on its books the -------------- ownership of such Shares registered in ----- such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- nothing contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances circumstance and promptly will prepare and file with the commissionCommission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to youyou (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Authorized Dealers and, so long as a delivery of a Prospectus or SAI by you or any Authorized Dealer may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourselfyourself and for delivery to the Authorized Dealers.
(e) Consistent with To the practice of mutual funds whose shares are made available only to Qualified Personsextent required by applicable state law, the Trust shall undertake will use its best efforts to comply with arrange for the terms and conditions relevant exemptions from qualification of an appropriate number of the securities Shares of the Funds for sale under the laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are availableavailable (with sufficient copies for the Authorized Dealers), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares issued covered by the Trust are notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-post- effective amendment, to the effect of Section paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effecteffect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. 13.01 The Trust agrees Borrower hereby covenants and undertakes with youthe Lender that throughout the continuance of this Agreement and so long as any Indebtedness remains outstanding, for your benefit, that: ------------the Borrower will:
(a) The Trust shall sell Shares upon becoming aware thereof, forthwith notify the Lender of Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale andany material litigation, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing arbitration or other meansproceeding which is brought against the Borrower or which, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement theretoknowledge, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.threatened against it;
(b) If, at promptly inform the Lender of any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result occurrence of which such Prospectus it becomes aware which constitutes or SAI with the fulfillment of any condition would include any untrue statement constitute an Event of Default or a material fact or omit to state any material fact necessary to make the statements therein, in the light prospective Event of the circumstances under which they were made not misleadingDefault, or if it shall be necessary any other occurrence of which the Borrower becomes aware which might materially and adversely affect its ability to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.perform its obligations under this Agreement;
(c) As soon as practicable (giving effect use all reasonable endeavors to obtain or cause to be obtained every authority, consent and approval and do, or cause to be done, all other acts and things which may, from time to time, be necessary or desirable for the normal periodic reporting requirements continued due performance by the Borrower of all its obligations under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.; INNOVATIVE • GLOBAL • INVESTMENTS Room 2002 / 20th Floor / Fairmont House / 0 Xxxxxx Xxxx Xxxxx / Xxxxxxx / Xxxx Xxxx
(d) Subject at all times comply with all material requirements (whether legal or otherwise) relating to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies Borrower or the business of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.Borrower;
(e) Consistent with promptly inform the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf Lender of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares occurrence of the Fund" in any Prospectus Event of Default or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion prospective Event of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares)Default or Corporate Action;
(ii) the Fund Agreements are amended any litigation, arbitration or modified administrative proceeding as referred to in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; orClause 12.01(j);
(iiif) any change maintain its corporate existence and conduct its business in a proper and efficient manner and in compliance with all laws, regulations, authorisations, agreements and obligations applicable to it and pay all taxes imposed on it when due;
(g) procure that no amendment or supplement is made to the statements under memorandum or articles of association of the caption "Taxation" in any Prospectus or SAI, Borrower without the Trust, if so requested, shall furnish to you an opinion prior written consent of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.Lender;
(h) The Trustmaintain in full force and effect all such authorisations as are referred to in Clause 12.01(d), if so requested, shall furnish and take immediate steps to you on each subsequent Effective Date with respect to an amendment of a Registration Statement obtain and thereafter maintain in full force and effect any other authorisations which first included certified financial statements may become necessary or advisable for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants purposes stated therein and comply with respect all conditions attached to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you all authorisations obtained;
(i) on each date on which ensure that its obligations under this Agreement at all times rank at least pari passu with all other unsecured and unsubordinated obligations of the Trust, pursuant Borrower;
(j) use the Facility exclusively for the purposes specified in Clause 2.03;
(k) punctually pay all sums due from it to the preceding sentence, furnishes Lender and otherwise comply with its obligations under this Agreement and all the Security Documents to you which it is a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory party;
(l) subject to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members clause 8.02 of the advisory board and affiliated persons thereof (Share Mortgage, ensure that the Lender or its nominee or the Custodian shall have complete discretion to retain the Dividends that may arise throughout the Loan Term, the amount of which shall not in any event be treated as required by Section 30(d)(5) offsetting any of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in Indebtedness which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Actremains outstanding.
Appears in 1 contract
Samples: Loan Agreement (Shortall Alan)
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of Funds in accordance with the terms of each Participation Agreement or otherwise You undertake that so long as it you owe or are entitled to borrow any amounts under this Loan Agreement except with the prior written consent of the Lender in its absolute discretion:
9.1 you shall use the Loan only for the Purpose described in the Key Terms;
9.2 you shall comply, and procure that each Obligor complies, with this Loan Agreement (including, without limitation, any Additional Financial Covenants, Conditions Subsequent and Additional Covenants) within any applicable time periods specified therein;
9.3 you shall give the Lender notice in writing immediately upon becoming aware of the occurrence of any Event of Default or Potential Event of Default;
9.4 you shall prepare and provide and shall procure that each relevant Obligor or Specified Person prepares and provides to the Lender the Financial Information specified in the Key Terms within the periods specified in the Key Terms;
9.5 you shall provide the Lender promptly with such other information and documents concerning your or any Obligor's or Specified Person's business, investments and financial position and prospects as the Lender may from time to time reasonably require;
9.6 you shall procure that the Lender is provided (at your own cost) with updated Valuations of each of the Charged Properties and any Specified Properties specified by the Lender, when requested by the Lender at its absolute discretion;
9.7 upon request, you shall provide all reasonable assistance to the Lender and the Valuer for the purpose of any Valuation;
9.8 you shall, and shall procure that each Obligor will, comply in all respects with all laws (including, without limitation, Environmental Law and all statutes applicable to each Property) to which you or they may be subject;
9.9 you shall not, and shall procure that no Obligor will, create or permit to subsist, without the Lender’s prior consent, any Security Interest over the whole or any part of your undertaking or assets, present or future, (including uncalled capital) except the Security Documents and for liens which are not overdue for performance;
9.10 you shall not, and shall procure that no Obligor will, sell, lease, transfer or otherwise dispose of any Secured Assets (otherwise than pursuant to an Occupational Lease) unless the Lender has consented to that sale, lease, transfer or disposal in writing or as permitted under the Security Documents;
9.11 you shall ensure that all Rental Income is paid by the respective tenants or occupants of the Specified Property directly into the Rent Account of the Borrower specified in the Key Terms;
9.12 you shall, and shall procure that each Obligor will, carry on your and their respective business in the ordinary course and without any material alteration from that carried on at the date of this Loan Agreement;
9.13 you shall obtain all consents, authorisations or licences necessary to carry on your business;
9.14 you shall, and shall procure that each Obligor as applicable will, maintain insurance on and in relation to the Charged Property with reputable underwriters or insurance companies against all usual risks and special perils (including but not limited to subsidence and inflation proofing) at least to the amount of the current reinstatement cost as per the Valuation, inclusive of surveyor’s fees and local authority fees, and you shall ensure that the interest of the Lender as mortgagee is noted on such Shares available policies;
9.15 you shall, and (if required by the Lender) shall procure that each Obligor will, maintain insurance of your and its business and assets with reputable underwriters or insurance companies against such risks to the extent usual for sale persons carrying on a business such as that carried on by you and each respective Obligor (if applicable) and such other risks as the Lender may from time to time reasonably require;
9.16 you shall promptly pay all premia and other amounts required in respect of the insurances to be maintained under this Loan Agreement, and shall provide copies of all insurance policies required to be maintained under this Loan Agreement to the Lender on request;
9.17 you shall transact all of your business banking through your account held with the Lender; and
9.18 you shall at all times comply with each of the Financial Covenants which may be tested at any time at the Lender's absolute discretion, as follows:-
9.18.1 in the case of sales covered by the financial and other ratios specified in the Key Terms or in the Special Terms, in relation to the Test Periods specified in the Key Terms, with reference to the documents most recently supplied under paragraphs 9.4 and 9.5, or as otherwise specified, if applicable, in the Special Terms; and
9.18.2 in the case of any Participation AgreementLoan to Value Ratio specified in the Key Terms, no suspensions or terminations thereunder are in effect, and shall cause with reference to the transfer agent (Valuation most recently provided to the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable Lender in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Loan Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If9.19 You shall ensure that the Charged Property will be privately rented to third parties under Occupational Leases and will not, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) its acquisition by the Borrower be occupied by a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI Borrower that is deemed material by you, an individual or (where the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a FundBorrower comprises trustees, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (itrustee) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Actany Related Person.
Appears in 1 contract
Samples: Loan Agreement
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") -------------- to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement -------- ------- shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances circumstance and promptly will prepare and file with the commissionCommission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to youyou (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Authorized Dealers and, so long as a delivery of a Prospectus or SAI by you or any Authorized Dealer may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourselfyourself and for delivery to the Authorized Dealers.
(e) Consistent with To the practice of mutual funds whose shares are made available only to Qualified Personsextent required by applicable state law, the Trust shall undertake will use its best efforts to comply with arrange for the terms and conditions relevant exemptions from qualification of an appropriate number of the securities Shares of the Funds for sale under the laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are availableavailable (with sufficient copies for the Authorized Dealers), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares issued covered by the Trust are notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effecteffect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-semi- annual financial statements, an a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Trust agrees with you, for your benefit, that: ------------:
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "“Transfer Agent"”) to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's ’s right to file such amendments to any the Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any the Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 485 or 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 485 or 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 485 or 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any the Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any the Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any the Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances circumstance and promptly will prepare and file with the commissionCommission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to youyou (with sufficient copies for the Authorized Institutions), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements Statement or Prospectuses or SAIs, including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Authorized Institutions and, so long as a delivery of a Prospectus or SAI by you or any Authorized Institution may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourselfyourself and for delivery to the Authorized Institutions.
(e) Consistent with To the practice of mutual funds whose shares are made available only to Qualified Personsextent required by applicable state law, the Trust shall undertake will use its best efforts to comply with arrange for the terms and conditions relevant exemptions from qualification of an appropriate number of the securities Shares of the Funds for sale under the laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are availableavailable (with sufficient copies for the Authorized Institutions), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares issued covered by the Trust are notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any the Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "“Shares of the Fund" ” in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 paragraph (ii) (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "‘Taxation" ” in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effecteffect and shall state that the Authorized Institutions may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's ’s independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's ’s required semi-annual financial statements, an a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Trust agrees with you10.1 From the Closing Date and until the Note and all other Liabilities shall have been paid in full, for your benefitWTC shall at all times maintain (i) its existence in good standing under the laws of Delaware and the United States, that: ------------(ii) its status as a citizen of the United States, as provided in Section 9.1 of this Agreement and (iii) its right to transact business in Delaware.
10.2 From the Closing Date and until the Note and all other Liabilities shall have been paid in full, the Borrower shall:
(a) The Trust shall sell Shares of Funds Pay when due all taxes, assessments and other liabilities payable by the Borrower, except as contested in accordance with good faith and by appropriate proceedings, provided reserves reasonably deemed appropriate by the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effectLender, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered approved in such names and amounts as you have requested advance in writing or other means, as promptly as practicable in accordance with by the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make Lender such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will approval not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and willunreasonably withheld, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification established with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereofthereto.
(b) If, at any time when a Prospectus or SAI is required Give prompt written notice to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements thereinLender, in form and detail satisfactory to the light of the circumstances under which they were made not misleadingLender, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with litigation or governmental proceeding pending or, to its knowledge, threatened against the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such complianceBorrower.
(c) As soon as practicable Until the Lender has been paid all Liabilities under the Loan Documents, the Borrower shall not without prior written consent of Lender amend, modify, consent to any change in any of the terms or otherwise alter any of the Transaction Documents (giving effect other than Rent payable in respect of the DC-9 Aircraft which Borrower causes Lessee to pay in order to retain quiet enjoyment to the normal periodic reporting requirements under DC-9 Aircraft in accordance with the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) second paragraph of the Investment Company Act and Rule 30d-1 thereunderRepayment Schedule attached hereto).
(d) Subject From time to Section 8 time, upon written request of this the Lender, promptly and duly execute and deliver any and all such further instruments and documents as the Lender may reasonably require (and provide in execution form) in order to obtain the full benefits of the Lien created or intended to be created under the Security Agreement, the Trust will furnish to you as many conformed copies well as all of the Registration Statements including exhibits theretoother obligations of the Borrower under the Loan Documents and the other rights and powers herein granted. Upon the instructions from time to time of the Lender, on each Effective Datethe Borrower shall execute and cause to be filed any financing statements (and any continuation statement with respect to any such financing statement), or any other similar document or mortgage relating to this Agreement or the Lien of the Security Agreement, or any other document or filing presented to it in proper form for signing or filing as you the Lender may reasonably request for yourself anddeem necessary or desirable in light of the Borrower's obligations under the Loan Documents, so long as a delivery and the Borrower shall pay or cause to be paid any filing or other fees in connection therewith. The Borrower shall extinguish any Liens in favor of a Prospectus the Prior Lender with respect to the Mortgaged Property on or SAI by you may be required by law, prior to the number Closing Date or concurrently with the availability of copies of each Prospectus and each SAI as you may reasonably request for yourselfthe Commitment on the Closing Date.
(e) Consistent with The Borrower shall take all actions as are required to keep representations and warranties applicable to it in Paragraph 9.1 (except in the practice case of mutual funds whose shares are made available only to Qualified Persons, subparagraph (e) if the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws location of such office shall change, Borrower shall provide the Lender with written notice of such change within ten days' thereof), true and correct, in all material respects (but without regard to when such representation or warranties were made or are expressed to be effective), until such times as all of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available Liabilities to the Trust and its Shares, the Trust Lender shall use its best efforts to comply with the registration, notification or qualifications have been paid in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualificationsfull.
(f) The Trust shall keep you fully informed with respect Immediately after the occurrence of an Event of Default becomes actually known to its affairs and, subject to Section 8 any officer of this Agreementthe Borrower, the trust, if so requested, will furnish Borrower shall deliver to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you Lender a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date notice of such post-effective amendment, to the effect Event of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement Default and the Fund Agreements nature and the Rules and Regulations as then in effectstatus thereof.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Secured Loan Agreement (Evergreen International Aviation Inc)
Undertakings. The Trust agrees with you, for your benefit, that: ------------:
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances circumstance and promptly will prepare and file with the commissionCommission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to youyou (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Authorized Dealers and, so long as a delivery of a Prospectus or SAI by you or any Authorized Dealer may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourselfyourself and for delivery to the Authorized Dealers.
(e) Consistent with To the practice of mutual funds whose shares are made available only to Qualified Personsextent required by applicable state law, the Trust shall undertake will use its best efforts to comply with arrange for the terms and conditions relevant exemptions from qualification of an appropriate number of the securities Shares of the Funds for sale under the laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx50 states of the United States, the District of Columbia, the Commonwealth of Puerto RicoCoxxxxxxxxxx xx Xxxxxx Xxxx, the xxx Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are availableavailable (with sufficient copies for the Authorized Dealers), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares issued covered by the Trust are notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effecteffect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. 7.7.1 The Trust agrees with you, for your benefit, Purchaser undertakes that: ------------:
(a) The Trust Within 15 (fifteen) Business Days from the receipt of new certificate of incorporation by the Company (in form INC-25 as issued by the relevant RoC) reflecting its new name (“Brand Usage Period”), the Purchaser shall sell Shares of Funds in accordance with not, and shall ensure that the terms of each Participation Agreement Company does not, use the word “AKORN” or otherwise so long as it has such Shares available for sale andthe Idenitfied Brands or any name, copyright, trademark, logo or design which is similar or confusingly similar to the Identified Brands, in India and world over, whether as a suffix or a prefix or in any manner whatsoever. For the case period commencing from the Closing Date till the completion of sales covered by the Brand Usage Period (“Transition Period”), Seller 2 hereby grants to the Company a right to use the xxxx "AKORN" in connection with its Business including for display of the trade xxxx "AKORN" at its registered office and the Manufacturing Facility without payment of any Participation Agreementfees/ royalties or consideration; and
(b) in any event, no suspensions or terminations thereunder are in effecton and from completion of the Brand Usage Period and subject to the receipt of the Identified Signage List (as defined hereinafter), the Purchaser shall, and shall cause the transfer agent (the "Transfer Agent") Company to, remove all references to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements ‘Akorn’ and the relevant Prospectus. The Trust will make such filings under Identified Brands from the Investment Company Act withCompany’s letterheads, brochures, sales promotional material, logos, publications, website, domain names, advertising literature, marketing systems, internet presence, and pay such fees toplace of business set out in the Identified Signage List. In this regard, the Commission as are necessary or required to register Shares Sellers shall, on the Closing Date, provide the Purchaser with a list of any Fund sold by you on behalf all locations/ spaces and the Company’s properties, where the xxxx "Akorn" and/or the Identified Brands have been displayed, along with time and date stamped photographic evidence of the Trust. Prior same taken at any time prior to the termination of this AgreementClosing Date ("Identified Signage List"). It is clarified that, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso Purchaser shall not relieve be responsible or liable for removing any marks, materials or signages which do not form part of the Trust of its obligation to give prior notice of any such amendment Identified Brand or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request Identified Signage List provided by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in Sellers.
7.7.2 Notwithstanding any of the foregoing, during the Transition Period and for such periods as provided in this Clause 7.7.2, the Company and the Purchaser shall be permitted to continue to reasonably use the xxxx "AKORN" and the Identified Brands solely for the purposes of: (iva) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or compliance with applicable Laws (including references to the best knowledge of marks "AKORN" and the Trust) threatening of any proceeding for that purpose, Identified Brands in historical tax and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
similar records); (b) Ifthe Governmental Approvals obtained by the Company) and all documents, at any communications in relation thereto till such time when a Prospectus or SAI is required the Governmental Approvals have been amended to be delivered under reflect the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light new name of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules Company; and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable litigations, disputes, departmental inquiries, and arbitrations involving the Company.
7.7.3 The Purchaser shall, within 45 (giving effect to forty five) days from the normal periodic reporting requirements under date the Investment Company Act and RoC has approved the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included change in such reports under Section 30(d) name of the Investment Company, take appropriate steps to intimate all relevant Government Authority, Tax Authority, vendors and third parties with which the Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies has any association of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, change in the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such name of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, Company and shall file all necessary applications to obtain revised Governmental Approvals reflecting the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy new name of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effectCompany.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Share Purchase Agreement (Akorn Inc)
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of Funds in accordance with the terms of each Participation Agreement or otherwise You undertake that so long as it you owe or are entitled to borrow any amounts under this Loan Agreement except with the prior written consent of the Lender in its absolute discretion:
9.1 you shall use the Loan only for the Purpose described in the Key Terms and if no Purpose is specified, for the general working capital purposes of your business;
9.2 you shall comply, and procure that each Obligor complies, with this Loan Agreement (including, without limitation, any Additional Financial Covenants, Conditions Subsequent and Additional Covenants) within any applicable time periods specified therein;
9.3 you shall give the Lender notice in writing immediately upon becoming aware of the occurrence of any Event of Default or Potential Event of Default;
9.4 you shall prepare and provide and shall procure that each relevant Obligor or Specified Person prepares and provides to the Lender the Financial Information specified in the Key Terms within the periods specified in the Key Terms;
9.5 you shall provide the Lender promptly with such other information and documents concerning your or any Obligor’s or Specified Person's business, investments and financial position and prospects as the Lender may from time to time reasonably require;
9.6 you shall procure that the Lender is provided (at your own cost) with updated Valuations of each of the Charged Properties and any Specified Properties specified by the Lender, such Valuations to be obtained once in every 3 years at the Lender’s sole discretion or more frequently if the Lender believes that an Event of Default has occurred or is likely to occur;
9.7 upon request, you shall provide all reasonable assistance to the Lender and the Valuer for the purpose of any Valuation;
9.8 you shall, and shall procure that each Obligor will, comply in all respects with all laws (including, without limitation, Environmental Law and all statutes applicable to each Property) to which you or they may be subject;
9.9 you shall not, and shall procure that no Obligor will, create or permit to subsist, without the Lender’s prior consent, any Security Interest over the whole or any part of your undertaking or assets, present or future, (including uncalled capital) except the Security Documents and for liens which are not overdue for performance;
9.10 you shall not, and shall procure that no Obligor will sell, lease, transfer or otherwise dispose of any Secured Assets, or any material asset unless the Lender has consented to that sale, lease, transfer or disposal in writing or as permitted under the Security Documents;
9.11 you shall and shall procure that each Obligor will carry on your and their respective business in the ordinary course and without any material alteration from that carried on at the date of this Loan Agreement; you shall obtain all consents, authorisations or licences as necessary to carry on your business;
9.12 you shall and shall procure that each Obligor as applicable will maintain insurance on and in relation to the Charged Property with reputable underwriters or insurance companies against all usual risks and special perils (including but not limited to subsidence and inflation proofing) at least to the amount of the current reinstatement cost as per the Valuation, inclusive of surveyor’s fees and local authority fees, and you shall ensure that the interest of the Lender as mortgagee is noted on such Shares available policies;
9.13 you shall and shall procure that each Obligor will maintain insurance of your and its business and assets with reputable underwriters or insurance companies against such risks to the extent usual for sale persons carrying on a business such as that carried on by you and each respective Obligor and such other risks as the Lender may from time to time reasonably require;
9.14 you shall promptly pay all premia and other amounts required in respect of the insurances to be maintained under this Loan Agreement, and shall provide copies of all insurance policies required to be maintained under this Loan Agreement to the Lender on request;
9.15 you shall transact all of your business banking through your account held with the Lender; and,
9.16 you shall at all times comply with each of the Financial Covenants which may be tested at any time at the Lender's absolute discretion as follows:-
9.16.1 in the case of sales covered the financial and other ratios specified in the Key Terms or in the Special Terms, in relation to the Test Periods specified in the Key Terms, with reference to the documents most recently supplied under paragraphs 9.4 and 9.5, or as otherwise specified, if applicable, in the Special Terms; and
9.16.2 in the case of financial and other ratios which are determined by any Participation Agreementreference to forward looking indicators, no suspensions or terminations thereunder are in effectrelation to the Test Periods specified in the Key Terms, with reference to the documents most recently supplied under paragraphs 9.4 and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means9.5 and, as promptly as practicable applicable, to the projected amounts estimated by the Lender;
9.16.3 in the case of any Loan to Value Ratio specified in the Key Terms, with reference to the Valuation most recently provided to the Lender in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Loan Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Loan Agreement
Undertakings. The Trust agrees In consideration of the Security Trustee granting its approval to our appointment as manager of the Ship, we irrevocably and unconditionally undertake with you, for your benefit, that: ------------the Security Trustee as follows:
(a) The Trust shall sell Shares that all claims of Funds whatsoever nature which we have or may at any time after the date of this Letter of Undertaking have against or in accordance connection with the terms Ship, its Earnings, Insurances or requisition compensation or against the Owner shall rank after and be in all respects subordinate to all of each Participation the rights and claims of all the Secured Parties;
(b) that we shall not take any step to exercise or enforce any right or remedy which we now or at any later time have under any applicable law against the Owner or the Ship, its Earnings, Insurances or requisition compensation;
(c) that we shall not institute any legal or administration action or any quasi-legal proceedings under any applicable law at any time after the date of this Letter of Undertaking against the Ship, its Earnings, Insurances or requisition compensation or against the Owner in any capacity;
(d) that we shall not compete with any of the Secured Parties in a liquidation or other winding-up or bankruptcy of the Owner or in any legal or administration action or any quasi legal proceedings in connection with the Ship, its Earnings, Insurances or requisition compensation;
(e) that we shall upon the Security Trustee's reasonable written request deliver to the Security Trustee, all documents of whatever nature which we hold (in our capacity as manager) in connection with the Owner, the Ship, its Earnings, Insurances and requisition compensation;
(f) that we shall not enter into any addendum or supplement to the Management Agreement without the Security Trustee's prior written consent except, we may enter into any addendum or otherwise supplement, so long as it has such Shares available for sale and, addendum or supplement is entered into in the case ordinary course of sales covered by any Participation Agreement, no suspensions business and not material or terminations thereunder are in effect, and adverse to the Lenders;
(g) that we shall cause continue to act as manager of the transfer agent (the "Transfer Agent") Ship pursuant to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under Management Agreement for as long as the Investment Company Act with, and pay such fees to, Ship remains in the Commission as are necessary or required to register Shares of any Fund sold by you on behalf ownership of the Trust. Prior to the termination of this Agreement, the Trust will not file Owner and any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether Secured Obligations remain outstanding pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you Loan Documents unless (i) when such Prospectus or SAI shall we have been filed (if required) with the Commission pursuant to Rule 497, given you 30 days' prior written notice and (ii) when, prior a replacement manager has executed a replacement management agreement that has terms that are substantially similar to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any terms of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension Management Agreement; and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent with the practice of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, that we shall furnish not do or omit to you on each subsequent Effective Date do or cause anything to be done or omitted which might be contrary to or incompatible with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of obligations undertaken by the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included Owner under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund Credit Agreement and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company ActLoan Documents.
Appears in 1 contract
Undertakings. The Trust agrees with you, for your benefit, that: ------------:
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "“Transfer Agent"”) to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 7 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself andyourself, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(ec) Consistent with To the practice of mutual funds whose shares are made available only to Qualified Personsextent required by applicable state law, the Trust shall undertake will use its best efforts to comply with arrange for the terms and conditions relevant exemptions from qualification of an appropriate number of the securities Shares of the Funds for sale under the laws of such of the 00 50 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(fd) The Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 7 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Trust agrees with you, for your benefit, that: ------------:
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 7 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Selling Agents and, so long as a delivery of a Prospectus or SAI by you or any Selling Agent may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourselfyourself and for delivery to the Selling Agents.
(ec) Consistent with To the practice of mutual funds whose shares are made available only to Qualified Personsextent required by applicable state law, the Trust shall undertake will use its best efforts to comply with arrange for the terms and conditions relevant exemptions from qualification of an appropriate number of the securities Shares of the Funds for sale under the laws of such of the 00 50 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(fd) The Trust shall keep you fully informed in all material respects with respect to its affairs and, subject to Section 8 7 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are availableavailable (with sufficient copies for the Selling Agents), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Samples: Distribution Agreement (HCIM Trust)
Undertakings. 8.1 The Trust agrees with you, for your benefit, that: ------------Pledgor undertakes to the Pledgee that it shall:
(a) The Trust shall sell Shares promptly inform the Pledgee of Funds any event that may affect any rights of the Pledgee hereunder or any litigation, arbitration and administrative proceedings in accordance connection with the terms Pledgor or the Pledged Shares;
(b) ensure the Pledged Shares or any part thereof free from any seize, attachment, supervision or from being involved in any litigation and judicial or administrative enforcement or limitation;
(c) provide and/or procure the Company to provide all necessary assistance and support requested by the Pledgee and carry out all related formalities in relation to the enforcement;
(d) duly observe and perform all the obligations on its part under the Articles of each Participation Association;
(e) procure that the Company shall at all times comply with its obligations under Clause 6 (Company’s Acknowledgement);
(f) strictly comply with the provisions of the PRC laws relating to the Pledge Shares, and fulfill all necessary formalities required for the pledge created hereunder (including but not limited to the approval, filing, registration stipulated under Clause 3 hereof);
(g) take all necessary steps to keep the Articles of Association and other constitutional documents of the Company in full force and effect and preserve or protect the interests of the Pledgor and the Pledgee under the Articles of Association and such other constitutional documents; and
(h) promptly on request by the Pledgee, supply to the Pledgee any other information in connection with this Agreement or otherwise so long the Company as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance Pledgee may request.
8.2 The Pledgor also undertakes with the terms and conditions of any Participation Agreements and Pledgee that, during the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination continuance of this Agreement, unless the Trust will not file Pledgee otherwise consents, the Pledgor shall not:
(a) permit or agree to make any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute Articles of Association and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any other constitutional documents of the foregoing, (iv) Company which may adversely affect any interest of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.Pledgee;
(b) If, at create any time when a Prospectus pledge or SAI is required to be delivered under any other security interest (except the Securities Act, pledge created hereunder) over the Pledged Shares or any event occurs as a result of which such Prospectus part thereof or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.affiliated rights thereof;
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) dispose of the Investment Company Act and Rule 30d-1 thereunder.Pledged Shares or any part thereof or any affiliated rights thereto by way of sale, grant as gift, conversion into price, transfer or exchange;
(d) Subject take or permit any other person to Section 8 of this Agreement, take any action that may reduce the Trust will furnish to you as many conformed copies value of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and, so long as a delivery of a Prospectus or SAI by you may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.Pledged Shares in any respect；or
(e) Consistent with do or cause or permit to be done anything which may prejudice the practice Pledgee’s rights hereunder.
8.3 The Company undertakes to the Pledgee that it shall:
(a) promptly inform the Pledgee of mutual funds whose shares are made available only to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such any event that may affect any rights of the 00 xxxxxx xx xxx Xxxxxx XxxxxxPledgee hereunder or any litigation, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam arbitration and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, administrative proceedings in connection with the filing of any post-effective amendment to any Registration Statement after Company or the date of this Agreement:Pledged Shares;
(ib) a change is made provide all necessary assistance and support requested by the Pledgee and carry out all related formalities in relation to the statements under enforcement;
(c) strictly comply with the caption "Shares provisions of the Fund" in any Prospectus or SAI that is deemed material by youPRC laws relating to the Pledged Shares, the Trust, if so requested, shall furnish to you an opinion of counsel and fulfill all necessary formalities required for the Trust, dated the date of such post-effective amendment, Pledge created hereunder (including but not limited to the effect of Section 2 (to the extent it relates to the description of the Sharesfiling, registration stipulated under Clause 3 hereof);
(iid) promptly on request by the Fund Agreements are amended or modified in any mannerPledgee, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made supply to the statements under the caption "Taxation" Pledgee any other information in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to connection with this Agreement and or the Fund Agreements and Company as the Rules and Regulations as then in effectPledgee may request.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer -------- Agent") to record on its books the -------------- ownership of such Shares registered in ----- such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497Rule497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 Rule497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when i)when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497Rule497, (ii) whenii)when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of iii)of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of iv)of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of v)of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances circumstance and promptly will prepare and file with the commissionCommission, subject to the third sentence of Section 6(aSection6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 Section8 of this Agreement, to youyou (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 Section8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Authorized Dealers and, so long as a delivery of a Prospectus or SAI by you or any Authorized Dealer may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourselfyourself and for delivery to the Authorized Dealers.
(e) Consistent with To the practice of mutual funds whose shares are made available only to Qualified Personsextent required by applicable state law, the Trust shall undertake will use its best efforts to comply with arrange for the terms and conditions relevant exemptions from qualification of an appropriate number of the securities Shares of the Funds for sale under the laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 Section8 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are availableavailable (with sufficient copies for the Authorized Dealers), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares issued covered by the Trust are notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effecteffect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer -------- Agent") to record on its books the -------------- ownership of such Shares registered in ----- such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing contained in -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances circumstance and promptly will prepare and file with the commissionCommission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to youyou (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself and for delivery to the Authorized Dealers and, so long as a delivery of a Prospectus or SAI by you or any Authorized Dealer may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourselfyourself and for delivery to the Authorized Dealers.
(e) Consistent with To the practice of mutual funds whose shares are made available only to Qualified Personsextent required by applicable state law, the Trust shall undertake will use its best efforts to comply with arrange for the terms and conditions relevant exemptions from qualification of an appropriate number of the securities Shares of the Funds for sale under the laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are availableavailable (with sufficient copies for the Authorized Dealers), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares issued covered by the Trust are notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section paragraph 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effecteffect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Trust agrees with youWithout the prior written consent of the Lender you and your subsidiaries (other than the Surviving Entity, for your benefit, that: ------------
as defined below) will not (a) The Trust shall sell Shares of Funds in accordance with the terms of create or permit to subsist any mortgage, charge or other encumbrance (each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the a "Transfer AgentLIEN") to record on its books the -------------- ownership over any of such Shares registered in such names and amounts as you have requested in writing your or other meanstheir assets (including, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees towithout limitation, the Commission as are necessary or required to register Shares shares of any Fund sold by you on behalf stock of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwiseSurviving Entity) without prior notice to you; provided, however, that nothing -------- ------- contained other than Liens in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any favor of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
Lender; (b) If, at permit any time when disposals or leases (by one or a Prospectus series of transactions) of all or SAI is required to be delivered under the Securities Act, any event occurs as a result substantial part of which such Prospectus your or SAI would include any untrue statement of a material fact their business or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances and promptly will prepare and file with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
assets; (c) As soon permit any material change in the nature of your or their business as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to you, a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
now conducted; (d) Subject incur or permit to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies exist any indebtedness other than in favor of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself Lender; (e) declare or pay any dividends or other distributions to your shareholders other than dividends or distributions consisting solely of capital stock of the Borrower and, so long as a delivery no Event of a Prospectus Default has occurred and is continuing, dividends required under the terms of the Mandatorily Redeemable Preferred Stock; or SAI by you may be required by law(f) redeem any of the Mandatorily Redeemable Preferred Stock. For the avoidance of doubt, except as set forth in the number following two sentences, nothing in this Letter-Loan Agreement shall restrict the Acquisition Company or Getty. You will (w) acquire all of copies the shares of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent capital stock of Getty in accordance with the practice of mutual funds whose shares are made available only to Qualified Persons, Merger Agreement; (x) cause the Trust shall undertake to comply with the terms Acquisition Company and conditions relevant exemptions from the securities laws of such any subsidiaries of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, Acquisition Company (the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available "ADDITIONAL MERGER SUBSIDIARIES") to be merged with Getty pursuant to the Trust Merger Agreement; (y) execute and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long deliver such further documents and take such further acts as may be reasonably requested by youthe Lender to grant the Lender security over the shares of the surviving entity (the "SURVIVING ENTITY") promptly upon the merger of the Acquisition Company, provided that any Additional Merger Subsidiaries, and Getty pursuant to the Trust shall not be required in connection herewith or as condition hereto Merger Agreement; and (z) from time to qualify as foreign corporation or time cause the Surviving Entity to execute a general consent, to service of process in any jurisdiction. You shall furnish declare and pay such information and other material relating to your affairs and activities dividends as may be necessary to enable you to make any payment required by under this Letter-Loan Agreement. Without the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy consent of the opinion Lender you will not permit the Surviving Entity to incur or permit to remain outstanding indebtedness for borrowed money in an aggregate principal amount in excess of counsel for US$20,000,000 or the Trust equivalent in any other currency. Without the consent of Oil Company LUKOIL you will not create or permit to subsist any Lien over any of the effect that assets of the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
Surviving Entity other than (i) a change is made to Liens on the statements under the caption "Shares assets of the Fund" in Surviving Entity existing at the time of acquisition by the Borrower or any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description subsidiary of the Shares);
Borrower of any interest in Getty, (ii) the Fund Agreements are amended or modified in any mannerstatutory liens arising by operation of law, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to purchase money security interests in fuel acquired by the statements under Surviving Entity in the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report ordinary course of its independent public accountantsretail business, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (iiiv) on each date other Liens securing indebtedness for money borrowed by the Trust files with the Commission the Trust's required semi-annual financial statements, Surviving Entity in an certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Actaggregate amount not greater than $5,000,000.
Appears in 1 contract
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of the Funds in accordance with the terms of each Participation Agreement or otherwise so long as it has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") -------------- to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with after receipt by the terms and conditions Trust of any Participation Agreements and the relevant Prospectuspayment therefor. The Trust will make such filings under the Investment Company Act with, and pay such fees to, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any the Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement -------- ------- shall in any way limit the Trust's right to file such amendments to any the Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any the Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any the Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any the Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any the Registration Statement or amend or supplement any Prospectus or SAI to comply with the Securities Act, the Investment Company Act or the Rules and Regulations thereunder, the Trust will notify you promptly of any such circumstances circumstance and promptly will prepare and file with the commissionCommission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 of this Agreement, to youyou (with sufficient copies for the Authorized Dealers), a report containing the financial statements required to be included in such reports under Section 30(d) of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of this Agreement, the Trust will furnish to you as many conformed copies of the Registration Statements Statement including exhibits thereto, on each Effective Date, as you may reasonably request for yourself yourselves and for delivery to the Authorized Dealers and, so long as a delivery of a Prospectus or SAI by you or any Authorized Dealer may be required by law, the number of copies of each Prospectus and each SAI as you may reasonably request for yourselfyourself and for delivery to the Authorized Dealers.
(e) Consistent with The Trust will use its best efforts to arrange for the practice qualification of mutual funds whose shares are made available only to Qualified Persons, an appropriate number of the Trust shall undertake to comply with Shares of the terms and conditions relevant exemptions from Funds for sale under the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam Guam, and such other jurisdictions jurisdiction as you and the Trust may approve. To the extent that exemptions from securities laws in any , and will maintain such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as a condition hereto to qualify as a foreign corporation or to execute a general consent, consent to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trustTrust, if so requested, will furnish to you, as soon as they are availableavailable (with sufficient copies for the Authorized Dealers), copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust agrees that on each date the Trust is required to file with the Commission a notice under paragraph (b)(1) of Rule 24f-2 under the Investment Company Act, the Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust required by such Rule to the effect that the Shares issued covered by the Trust are notice were legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any the Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by you, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section paragraph 2 (to the extent it relates to the description of the Shares);
) of the form of opinion of counsel to the Trust attached hereto as Exhibit B; --------- (ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of paragraph 12 of the form of opinion of counsel to the Trust attached hereto as Exhibit ------- B; oror -
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. , to the effect of paragraph 14 of the form opinion of counsel to the Trust attached hereto as Exhibit B. --------- Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effecteffect and shall state that the Authorized Dealers may rely on it.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a the Registration Statement which first included includes certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus Prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date the Trust files with the Commission the Trust's required semi-annual financial statements, an a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with the Rules and Regulations under the Investment Company Act.
Appears in 1 contract
Undertakings. The Trust agrees with you, for your benefit, that: ------------
(a) The Trust shall sell Shares of Funds in accordance with the terms of each Participation Agreement or otherwise so 8.1 For as long as it this Agreement is in full force and effect and has such Shares available for sale and, in the case of sales covered by any Participation Agreement, no suspensions or terminations thereunder are in effect, and shall cause the transfer agent (the "Transfer Agent") not been terminated pursuant to record on its books the -------------- ownership of such Shares registered in such names and amounts as you have requested in writing or other means, as promptly as practicable in accordance with the terms and conditions of any Participation Agreements and the relevant Prospectus. The Trust will make such filings under the Investment Company Act with, and pay such fees toClause 16, the Commission as are necessary or required to register Shares of any Fund sold by you on behalf of the Trust. Prior to the termination of this Agreement, the Trust will not file any amendment to any Registration Statement or amendment or supplement to any Prospectus or SAI (whether pursuant to the Securities Act, the Investment Company Act, or otherwise) without prior notice to you; provided, however, that nothing -------- ------- contained in this Agreement shall in any way limit the Trust's right to file such amendments to any Registration Statement, or amendments or supplements to any Prospectus or SAI as the Trust may deem advisable, such right being in all respects absolute and unconditional, it being understood that this proviso shall not relieve the Trust of its obligation to give prior notice of any such amendment or supplement to you. Subject to the foregoing sentence, if the filing of any Prospectus or SAI, as the case may be, contained in any Registration Statement at the relevant Effective Date, or any amendment or supplement thereto, is required under Rule 497, the Trust will cause such Prospectus or SAI, and any amendment or supplement thereto, to be filed with the Commission pursuant to the applicable paragraph of Rule 497 within the time period prescribed and will, if requested, provide evidence satisfactory to you of such timely filing. The Trust will promptly advise you (i) when such Prospectus or SAI shall have been filed (if required) with the Commission pursuant to Rule 497, (ii) when, prior to termination of this Agreement, any amendment to any Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of any Registration Statement or amendment or supplement to any Prospectus or SAI or for any additional information relating to or that could affect disclosure in any of the foregoing, (iv) of the issuance by the Commission of any order suspending the effectiveness of any Registration Statement, or suspending the registration of the Trust under the Investment Company Act, or the institution or (to the best knowledge of the Trust) threatening of any proceeding for that purpose, and (v) of the receipt by the Trust of any notification with respect to the suspension of the qualification of the offer or sale of Shares of a Fund in any jurisdiction or the initiation or (to the best knowledge of the Trust) threatening of any proceeding for such purpose. The Trust will use its best efforts to prevent the issuance of any such order or suspension and, if issued, to obtain as soon as possible the withdrawal or suspension thereof.
(b) If, at any time when a Prospectus or SAI is required to be delivered under the Securities Act, any event occurs as a result of which such Prospectus or SAI would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend any Registration Statement or amend or supplement any Prospectus or SAI Pledgor irrevocably undertakes to comply with the Securities Actfollowing obligations:
8.1.1 the Pledgor shall not (i) create, incur or permit to be created any liens, encumbrances or options in favor of, or at the Investment Company Act request of, any person on the Pledged Assets and Rights or any rights thereon; or (ii) grant or promise to grant any rights over, sell, assign, transfer, exchange, dispose of, or in any other way dispose of the Rules Pledged Assets and Regulations thereunderRights;
8.1.2 the Pledgor shall pay, before any fines, penalties, interest or expenses arise, all taxes, duties and other charges currently or in the Trust will notify you promptly future levied on the Pledged Assets and Rights, and shall pay or cause to be paid all taxes, duties, charges and claims that, if unpaid, could reasonably be expected to give rise to the creation of a lien on the Pledged Assets and Rights, or shall take the necessary actions to prevent the creation of any such circumstances lien on the Pledged Assets and Rights;
8.1.3 the Pledgor shall, upon reasonable request of the Pledgee, promptly will prepare furnish to the Pledgee all information and file supporting documents with regard to the Pledged Assets and Rights to verify compliance by the Pledgor with the commission, subject to the third sentence of Section 6(a), an amendment or supplement which will correct such statement or omission or effect such compliance.
(c) As soon as practicable (giving effect to the normal periodic reporting requirements under the Investment Company Act and the Rules and Regulations thereunder), the Trust will make generally available to its shareholders and, subject to Section 8 provisions of this Agreement;
8.1.4 the Pledgor shall maintain and preserve all liens created hereunder and shall promptly notify the Pledgee of any event, fact or circumstance, including, without limitation, any decision, suit, claim, investigation or change in laws (or in the interpretation thereof) or, to youthe best of its knowledge, a report containing any threatened event, fact or circumstance, which in either case could reasonably be expected to affect the financial statements required validity, legality, perfection and the first priority of the lien created hereunder;
8.1.5 the Pledgor shall not (i) permit its equity interest in the Company to be included in such reports under Section 30(ddiluted (including by waiving or not exercising any preemptive right or other right to the subscription or acquisition of any Additional Quotas), or (ii) enter into any agreement or take any other action that could reasonably be expected to restrict, reduce or otherwise adversely affect the rights of the Investment Company Act and Rule 30d-1 thereunder.
(d) Subject to Section 8 of Pledgee under this Agreement, including, without limitation, the Trust will furnish right to you as many conformed copies sell or dispose of the Registration Statements including exhibits thereto, on each Effective Date, as you may reasonably request for yourself Pledged Assets and Rights; and, so long as a delivery of a Prospectus or SAI by you may be required by law,
8.1.6 the number of copies of each Prospectus and each SAI as you may reasonably request for yourself.
(e) Consistent with Pledgor shall cause the practice of mutual funds whose shares are made available only Company to Qualified Persons, the Trust shall undertake to comply with the terms and conditions relevant exemptions from the securities laws of such of the 00 xxxxxx xx xxx Xxxxxx Xxxxxx, the District of Columbia, the Commonwealth of Puerto Rico, the Territory of Guam and such other jurisdictions as you and the Trust may approve. To the extent that exemptions from securities laws in any such jurisdiction are not available to the Trust and its Shares, the Trust shall use its best efforts to comply with the registration, notification or qualifications in effect as long as may be reasonably requested by you, provided that the Trust shall not be required in connection herewith or as condition hereto to qualify as foreign corporation or to execute a general consent, to service of process in any jurisdiction. You shall furnish such information and other material relating to your affairs and activities as may be required by the Trust in connection with such qualifications.
(f) The Trust shall keep you fully informed with respect to its affairs and, subject to Section 8 of this Agreement, the trust, if so requested, will furnish to you, as soon as they are available, copies of all reports, communications and financial statements sent by the Trust to its shareholders or filed by, or on behalf of, the Trust with the Commission.
(g) The Trust, if so requested, shall furnish to you a copy of the opinion of counsel for the Trust to the effect that the Shares issued by the Trust are legally issued, fully paid and nonassessable. The Trust further agrees that if, in connection with the filing of any post-effective amendment to any Registration Statement after the date of this Agreement:
(i) a change is made to the statements under the caption "Shares of the Fund" in any Prospectus or SAI that is deemed material by youpreserve and maintain its legal existence, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment, to the effect of Section 2 (to the extent it relates to the description of the Shares);
(ii) the Fund Agreements are amended or modified in any manner, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment; or
(iii) any change is made to the statements under the caption "Taxation" in any Prospectus or SAI, the Trust, if so requested, shall furnish to you an opinion of counsel for the Trust, dated the date of such post-effective amendment. Any opinion or statement furnished pursuant to this Section 6(g) shall be modified as necessary to relate to this Agreement and the Fund Agreements and the Rules and Regulations as then in effect.
(h) The Trust, if so requested, shall furnish to you on each subsequent Effective Date with respect to an amendment of a Registration Statement which first included certified financial statements for the preceding fiscal year, in respect of a Fund, a copy of the report of the Trust's independent public accountants with respect to the financial statements and selected per share data and ratios relating to such Fund, addressed to you. The Trust further agrees that the Trust, if so requested, shall furnish to you (i) on each date on which the Trust, pursuant to the preceding sentence, furnishes to you a report of its independent public accountants, a certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you describing in reasonable detail how the figures included under the captions "Portfolio Transactions" and "Performance Information" (or similar captions) in the prospectus or SAI of such Fund and the figures relating to the aggregate amounts of remuneration paid to officers, trustees and members of the advisory board and affiliated persons thereof (as required by Section 30(d)(5) of the Investment Company Act) were calculated and confirming that such calculations are in conformity with the Rules and Regulations under the Investment Company Act and (ii) on each date continue to conduct its business as presently conducted and in compliance in all material respects with all applicable laws, permits, licenses and governmental authorizations.
8.2 In accordance with and for the Trust files with purposes of Decree No. 3,048 of May 6, 1999 and Article 47 of Law 8,212 of July 24, 1991, the Commission Pledgee has obtained the Trust's required semi-annual financial statementsfollowing certificates of the Pledgor (i) Negative Certificate of Social Security Contributions (Certidão Negativa de débito de débitos relativos às contribuições previdenciárias e às de terceiros), an certificate issued by the Brazilian Federal Revenue (Receita Federal do Brasil); and (ii) Negative Certificate of its treasurer or assistant treasurer in a form reasonably satisfactory to you, describing Federal Tax Debts and Active Debts of the manner in which such financial statements were prepared and confirming that such financial statements have been prepared in conformity with Federal Union (Certidão Conjunta Negativa de Débitos Relativos aos Tributos Federais e à Dívida Ativa da União) issued by the Rules and Regulations under the Investment Company ActBrazilian Federal Revenue (Receita Federal do Brasil).
Appears in 1 contract