USL Sample Clauses

USL. USL will determine in its sole discretion whether to accept and issue Contracts submitted to USL by the Sales Persons. USL will return any incomplete applications to the Sales Persons. USL will provide the Sales Persons with all policy forms, the "Definition of Replacement Form" and any other regulatory forms required to be completed in connection with the Contracts. USL will inform the Associated Agency, the Sales Persons and Selling Group Member regarding any limitations on the availability of the Contracts in New York. USL represents that the prospectus(es) and registration statement(s) relating to the Contracts contain no untrue statements of material fact or omission of a material fact, the omission of which makes any statement contained in the prospectus and registration statement materially false or misleading. USL agrees to indemnify Associated Agency and Selling Group Member from and against any claims, liabilities and expenses which may be incurred by any of those parties under the Securities Act of 1933, the 1934 Act, the Investment Act of 1940, common law, or otherwise, that arise out of a breach of this paragraph.
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USL. USL will determine in its sole discretion whether to accept and issue Contracts submitted to USL by the Sales Persons. USL will return any incomplete applications to the Sales Persons. USL will provide the Sales Persons with all policy forms, the Replacement Forms and any other regulatory forms required to be completed in connection with the Contracts. USL will inform the Associated Agency, the Sales Persons and Selling Group Member regarding any limitations on the availability of the Contracts. USL warrants, represents and covenants that the prospectus(es) and registration statement(s) relating to the Registered Contracts, all memoranda, including amendments and supplements thereto, describing the Private Placement Products (the "Private Placement Memorandum") and all sales materials approved by USL with respect to the Contracts , contain no untrue statements of material fact or omission of a material fact, the omission of which makes any statement contained therein materially false or misleading. USL agrees to indemnify and hold harmless Associated Agency and Selling Group Member from and against any claims, liabilities and expenses which may be incurred by any of those parties under the Securities 1933 Act, the 1934 Act, the Investment Act of 1940 (the "1940 Act") common law, or otherwise, that arise out of a breach of this paragraph. Nothing in this Agreement shall be deemed to imply that any materials inappropriate for use in connection with a private placement of a security may be used in connection with the offerings and transactions contemplated in this Agreement. USL shall fully cooperate in any insurance or securities regulatory examination, investigation, or proceeding or any judicial proceeding with respect to USL, AGESC, Selling Group Member and/or the Associated Agency and their respective affiliates, agents and representatives to the extent that such examination, investigation, or proceedings arise in connection with the Contracts.
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USL. USL warrants that no Sales Person shall commence solicitation or aid, directly or indirectly, in the solicitation of any application for any Contract until that Sales Person is appropriately licensed and appointed by USL to sell the Contracts.
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USL. The Leased Premises are to be used and occupied by Lessee (and its permitted assignees, subtenants, invitees, customers, and guests) solely for the purpose specified in Subsection 2.01(f)) with no more than one (1) person per two hundred fifty (250) square feet of space; provided, however, that Lessee may change such purpose upon Lessor's prior written agreement Lessee agrees not to occupy or use, or permit any portion of the Leased Premises to be occupied or used for any business or purpose which is unlawful, disreputable or deemed to be extra-arduous on account of fire or exposure to or interference from electromagnetic rays and/or fields, or permit anything to be done which would in any way increase the rate of fire insurance coverage on the Building and/or its contents. Lessee further agrees to conduct its business and control its agents, employees, invitees and visitors in such manner as not to create any nuisance, or interfere with, annoy or disturb any other tenant or Lessor in its operation of the Building.
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USL. USL warrants that no Sales Person shall commence solicitation or aid, directly or indirectly, in the solicitation of any application for any Contract until that Sales Person is appropriately licensed and appointed by USL to sell the Contracts. USL shall be responsible for all fees required to obtain and/or maintain any licenses or registrations required by New York Insurance Law. Following Selling Group Member's determination of securities suitability, USL will determine the insurance suitability of the Contracts, and will determine in its sole discretion whether to accept the applications submitted to USL by the Sales Persons and issue Contracts. USL will return any incomplete applications to the Selling Group Member, which will then forward them to the Sales Persons. USL will provide the Sales Persons with all policy forms, the "Definition of Replacement Form" and any other regulatory forms required to be completed in connection with the Contracts. USL will inform the Associated Agency and Selling Group Member regarding any limitations on the availability of the Contracts in New York. USL represents that the prospectus(es) and registration statement(s) relating to the Contracts contain no untrue statements of material fact or omission of a material fact, the omission of which makes any statement contained in the prospectus and registration statement materially false or misleading. USL agrees to indemnify Associated Agency and Selling Group Member from and against any claims, liabilities and expenses which may be incurred by any of those parties under the Securities Act of 1933, the 1934 Act, the Investment Company Act of 1940, common law, or otherwise, that arises out of a breach of this paragraph.
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Related to USL

  • Vyšší moc The performance by either Party of any obligation on its part to be performed hereunder shall be excused by floods, fires or any other Act of God, accidents, wars, riots, embargoes, delay of carriers, inability to obtain materials, failure of power or natural sources of supply, acts, injunctions, or restraints of government or other force majeure preventing such performance, whether similar or dissimilar to the foregoing, beyond the reasonable control of the Party bound by such obligation, provided, however, that the Party affected shall exert its reasonable efforts to eliminate or cure or overcome any of such causes and to resume performance of its obligations with all possible speed. Splnění jakékoli povinnosti kteroukoli ze Stran, jež má být takovou Stranou splněna na základě podmínek této Smlouvy, bude prominuto v důsledku záplav, požárů či jiných projevů Vyšší moci, nehod, válek, nepokojů, embarg, prodlení dopravců, nemožnosti opatřit příslušné materiály, nebude-li dodána elektrická energie či jiné přírodní zdroje, v důsledku rozhodnutí, zákazů či omezení státního/správního úřadu či jiného prvku vyšší moci, který zabrání splnění takové povinnosti, bez ohledu na to, zda je shodný či odlišný od shora uvedeného, a který stojí mimo možnost ovlivnění příslušné Strany, která je takovou povinností vázána, to však za podmínky, že takto dotčená Strana vyvine odpovídají úsilí za účelem odstranění či nápravy či překonání jakéhokoli takového důvodu či příčiny a bude pokračovat v plnění svých povinností x xxxxxxxxxx xxxxxx xxxxxxx xxxxxxxx.

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  • Transnet (i) For legal notices: …………………………………………………… …………………………………………………… …………………………………………………… Fax No. ………… Attention: Group Legal Department (ii) For commercial notices: …………………………………………………… …………………………………………………… …………………………………………………… Fax No. ………… Attention: …………

  • WSIB & LTD An Employee who is receiving benefits under the Workplace Safety and Insurance Act, or under an LTD plan, is not entitled to benefits under a school board’s sick leave and short-term disability plan for the same condition unless the employee is on a graduated return to work program then WSIB/LTD remains the first payor. For clarity, where an employee is receiving partial benefits under WSIB/LTD, they may be entitled to receive benefits under the sick leave plan, subject to the circumstances of the specific situation. During the interim period from the date of the injury/incident or illness to the date of the approval by the WSIB/LTD of the claim, the employee may access sick leave and short-term leave and disability coverage. A reconciliation of sick leave deductions made and payments provided, will be undertaken by the school board once the WSIB/LTD has adjudicated and approved the claim. In the event that the WSIB/LTD does not approve the claim, the school board shall deal with the absence consistent with the terms of the sick leave and short-term leave and disability plans.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

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  • School Closing In the event that school is closed for any reason and the School District does not require employees to perform services, employees shall be compensated as follows: Subd. 1. In the event school is closed for a full day, the School Board will have the authority to determine if, how, and when such time will be made up. If make-up time is required by the School Board but is not completed by the employee, the employee’s compensation shall be reduced by the number of hours the employee was paid for the closed day. If the School Board does not require make-up time, there shall be no reduction in pay for the day that school was closed.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

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