XXXXXXXXXXX XX XXXXXX. Xx occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Allocated Assets as well as other clients of the Sub-Adviser, the Sub-Adviser may to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate the orders for securities to be purchased or sold. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Fund and to its other clients. The Adviser recognizes that, in some cases, the Sub-Adviser’s allocation procedure may limit the size of the position that may be acquired or sold for the Allocated Assets.
XXXXXXXXXXX XX XXXXXX. Xx occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Allocated Assets as well as other clients of the Adviser, the Adviser may to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate the orders for securities to be purchased or sold. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients. The Manager recognizes that, in some cases, the Adviser’s allocation procedure may limit the size of the position that may be acquired or sold for the Allocated Assets.
XXXXXXXXXXX XX XXXXXX. The parties expressly recognize that any breach of --------------------- this Agreement by either party is likely to result in irrevocable injury to the other party and agree that such other party shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction in Wake County, North Carolina, either at law or in equity, to obtain damages for any breach of this Agreement, or to enforce the specific performance of this Agreement by each party or to enjoin any party from activities in violation of this Agreement. Should either party engage in any activities prohibited by this Agreement, such party agrees to pay over to the other party all compensation, remuneration, monies or property of any sort received in connection with such activities. Such payment shall not impair any rights or remedies of any non-breaching party or obligations or liabilities of any breaching party pursuant to this Agreement or any applicable law.
XXXXXXXXXXX XX XXXXXX. (x) Except while such Vessel is undergoing repairs, maintenance or is stacked or in lay up, the Shipowner will at all times and without cost or expense to the Mortgagee maintain and preserve, or cause to be maintained and preserved, the Vessel in good running order and repair, so that the Vessel shall be, insofar as due diligence can make it so, tight, staunch, strong and well and sufficiently tackled, appareled, furnished, equipped and in every respect seaworthy and in good operating condition and fit for its intended service; and will keep the Vessel, or cause it to be kept in such condition as will entitle it to at least the current classification and rating for the Vessel in the American Bureau of Shipping, or other classification society of like standing. The Shipowner will at all times keep the Vessel (other than a Vessel that is stacked or in lay up) in such condition to ensure that it maintains its current classification rating from the American Bureau of Shipping, and the Shipowner shall furnish to the Mortgagee annually, commencing July 30, 2005, a certificate from the American Bureau of Shipping confirming that such classification has been maintained. The Vessel shall, and the Shipowner covenants that it will, at all times comply in all material respects with all applicable laws, treaties and conventions to which the Republic of Vanuatu is a party, and rules and regulations issued thereunder, and shall have on board as and when required thereby valid certificates showing compliance therewith. The Shipowner will not make, or permit to be made, any substantial change in the structure, rig or type of the Vessel that would materially diminish the value of the Vessel without first receiving the written consent of the Mortgagee, which consent shall not be unreasonably withheld.
(b) So long as any of the Obligations are outstanding, the Shipowner will cause the Vessel (other than when the Vessel is stacked or in lay up) to be repaired and overhauled as the need arises in order to keep such Vessel well maintained and in seaworthy condition.
(c) The Shipowner will promptly, but in any event within forty-eight (48) hours thereof, give notice to the Mortgagee if the Vessel is put into the possession of any yard for the purpose of repairs in an amount exceeding or likely to exceed ten percent (10%) of the insured total loss value of such Vessel at any time.
XXXXXXXXXXX XX XXXXXX. Xxx xxxxxxxx xxxxxxxd to be made to Executive by Employer under this Agreement shall be subject to the withholding of such amounts, if any, relating to federal, state and local taxes as may be required by law. No payments under Section 10 shall be subject to offset or reduction attributable to any amount Executive may owe to Employer or any other person.
XXXXXXXXXXX XX XXXXXX. Xx occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Allocated Assets as well as other clients of the Sub-Adviser, the Sub-Adviser may to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate the orders for securities to be purchased or sold. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be equitable and consistent with its fiduciary obligations to each Fund and to its other clients and consistent with Sub-Adviser’s applicable policies and procedures as in effect from time to time. The Adviser recognizes that, in some cases, the Sub-Adviser’s allocation procedure may limit the size of the position that may be acquired or sold for the Allocated Assets.
XXXXXXXXXXX XX XXXXXX. Xx occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Allocated Assets as well as other clients of the Sub-Adviser, the Sub-Adviser may to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate the orders for securities to be purchased or sold. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in a manner that is in accordance with the Sub-Adviser’s trade allocation procedures . The Adviser recognizes that, in some cases, the Sub-Adviser’s allocation procedure may limit the size of the position that may be acquired or sold for the Allocated Assets.
XXXXXXXXXXX XX XXXXXX. All payments reqxxxxx xx xx made by the Employer under this Agreement to Employee will be subject to the withholding of such amounts, if any, relating to federal, state and local taxes as may be required by law. No payment under this Agreement will be subject to offset or reduction attributable to any amount Employee may owe to the Employer or any other person.
XXXXXXXXXXX XX XXXXXX. (x) The amount of any Losses payable under this Article XI by the Indemnifying Party shall be net of any amounts actually recovered by the Indemnified Party under applicable insurance policies or from any other Person alleged to be responsible therefor. If the Indemnified Party receives any amounts under applicable insurance policies, or from any other Person alleged to be responsible for any Losses, subsequent to an indemnification payment by the Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made up to the amount received by the Indemnified Party, net of any direct, out-of-pocket expenses reasonably incurred by such Indemnified Party in collecting such amount. Each Party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses.
(b) Notwithstanding any other provision of this Agreement to the contrary, the Indemnifying Party shall not be liable under this Article XI for any Losses relating to any matter to the extent that (i) there is included in the Latest Balance Sheet a specific liability or reserve relating to such matter, if and to the extent that the applicability of any liability or reserve to a particular representation or warranty made herein is readily apparent; (ii) the Indemnified Party shall have otherwise been compensated for such matter pursuant to the Purchase Price adjustment under Section 2.2 hereof; (iii) the Indemnified Party shall have otherwise been compensated for such matter pursuant to, or the Loss was taken into account under, any other provision of this Agreement, so as to avoid duplication or “double counting” of the same Loss; or (iv) such Losses are consequential, indirect, incidental or punitive damages;; provided, however, that nothing herein shall limit a Person’s ability to recover any such Losses (A) to the extent paid in connection with a Third Party Claim or (B) to the extent permitted by clause (vi); or (vi) such Losses are based upon any multiplier of profits, earnings, or cash flow, including, earnings before interest, tax, depreciation or amortization or any other valuation metric; provided, however, that nothing herein shall limit a Person’s ability to recover any such Losses in connection with an inaccuracy in or breach of Section 3.8 (Financial Statements) hereof.
(c) The Indemnified Parties shall take, and shall cause their respective A...
XXXXXXXXXXX XX XXXXXX. Xxx xxxxxxx xxxxxxxxx xxxxxxxxx xxxx xxx breach of --------------------- this Agreement by either party is likely to result in irrevocable injury to the other party and agree that such other party shall be entitled, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction in Hennepin County, Minnesota, either at law or in equity, to obtain damages for any breach of this Agreement, or to enforce the specific performance of this Agreement by each party or to enjoin any party from activities in violation of this Agreement. Should either party engage in any activities prohibited by this Agreement, such party agrees to pay over to the other party all compensation, remuneration, monies or property of any sort received in connection with such activities. Such payment shall not impair any rights or remedies of any non-breaching party or obligations or liabilities of any breaching party pursuant to this Agreement or any applicable law.
