COVENANTS OF BANK Sample Clauses
COVENANTS OF BANK a) For each purchase or redemption transaction under this Agreement (each, a "Transaction"), Bank will:
1) be authorized to engage in the Transaction;
2) act as agent for the Customer, unless Bank is the Customer;
3) act solely at the request of and for the account of the Customer, unless Bank is the Customer;
4) not submit an order unless Bank has already received the order from the Customer, unless Bank is the Customer;
5) not offer to sell shares of Fund(s) or submit a purchase order unless Bank has already delivered to the Customer a copy of the then current prospectuses for the Fund(s) whose shares are offered or are to be purchased;
6) not withhold placing any Customer's order for the purpose of profiting from the delay or place orders for shares in amounts just below the point at which sales charges are reduced so as to benefit from a higher Fee (as defined in Paragraph 5(e) below) applicable to a Transaction in an amount below the breakpoint;
7) have no beneficial ownership of the securities in any purchase Transaction (the Customer will have the full beneficial ownership), unless Bank is the Customer (in which case, Bank will not engage in the Transaction unless the Transaction is legally permissible for Bank);
8) not accept or withhold any Fee (as defined in Paragraph 5(e) of this Agreement) otherwise allowed under Paragraphs 5(d) and (e) of this Agreement, if prohibited by the Employee Retirement Income Security Act of 1974, as amended, or trust or similar laws to which Bank is subject, in the case of Transactions of Fund shares involving retirement plans, trusts, or similar accounts;
9) maintain records of all Transactions of Fund shares made through Bank and furnish FTDI with copies of such records on request; and
COVENANTS OF BANK. Bank hereby covenants and agrees as follows:
COVENANTS OF BANK. (a) For each purchase, redemption or exchange transaction under this Agreement (each, a “Transaction”), Bank will:
1) be authorized to engage in the Transaction;
2) except as otherwise provided herein, act as agent for Customer, unless Bank is the Customer; 3) act solely for the account of Customer, unless Bank is the Customer;
COVENANTS OF BANK. For each Transaction under this Agreement, Bank will:
a) be authorized to engage in the Transaction;
b) act as agent for the Customer;
c) act solely at the request of and for the account of the Customer;
d) not submit an order unless Bank has already received the order from the Customer;
e) not submit a purchase order unless Bank has already delivered to the Customer a copy of the then current prospectus for the Fund(s) whose shares are to be purchased;
f) not withhold placing any Customer's order for the purpose of profiting from the delay;
g) have no beneficial ownership of the securities in any purchase Transaction (the Customer will have the full beneficial ownership), unless Bank is the Customer (in which case, Bank will not engage in the Transaction unless the Transaction is legally permissible for Bank); and
h) not accept or withhold any Fee otherwise allowed under Sections 5(d) and (e) of this Agreement, if prohibited by the Employee Retirement Income Security Act ("ERISA") or trust or similar laws to which Bank is subject, in the case of purchases or redemptions (hereinafter, "Transactions") of Fund shares involving retirement plans, trusts, or similar accounts.
i) maintain records of all sales and redemptions of shares made through Bank and to furnish FTDI with copies of such records on request.
COVENANTS OF BANK. Bank covenants and agrees with Program Manager as follows:
(a) Any litigation or court proceedings filed against Bank, relating to the Card or its use, will be immediately reported to Program Manager. Such report shall include a copy of the court papers or proceedings, together with a summary of the Bank’s position with respect to the matter, the name and address of Bank’s counsel handling the matter, and the estimated likelihood of settlement of such matter.
(b) Bank shall promptly notify Program Manager after Bank engages in any written correspondence related to any Program with any Regulatory Authority having jurisdiction over Program Manager, and shall provide Program Manager with copies of any such written correspondence unless such disclosure is prohibited by Applicable Law.
(c) Bank shall remain (i) a federally-chartered, federally-insured financial institution, and (ii) in good standing with (A) each Regulatory Authority with jurisdiction over it, and (B) each System or other electronic payment network which it may be a member of or registered with from time to time.
(d) Bank shall ensure that its deposits remain insured by the Federal Deposit Insurance Corporation in accordance with Applicable Law.
(e) Bank shall (i) maintain sufficient capital to support its deposits and assets, (ii) remain a well-capitalized institution, as defined under the prompt corrective actions provisions of the Federal Deposit Insurance Act, 12 U.S.C. § 1831o and 12 C.F.R. Part 565 as enacted as of the Effective Date (a “Well-Capitalized Institution”), provided, however, that the failure of Bank to remain a Well-Capitalized Institution shall not constitute a breach of this Section 6.2(e)(ii) unless such failure could reasonably be expected to have a material adverse impact on the Program or Bank’s ability to perform its obligations hereunder, and (iii) provide notice to Program Manager within a reasonable amount of time following the occurrence of a Material Adverse Change with respect to Bank.
COVENANTS OF BANK. Bank covenants to do the following during the term of this Agreement:
COVENANTS OF BANK. Except as provided in this Agreement, during the term of this Agreement, (i) Bank shall take no action (or fail to take any action) which would serve to allow for the creation of a lien, pledge, security interest or other encumbrance on any of the Credit Card Receivables or Accounts, (ii) Bank shall take no action (or fail to take any action) that could result in Bank no longer being the lawful owner of the Accounts and Credit Card Receivables, (iii) Bank shall take no action (or fail to take any action) that could prevent Bank from having the absolute right and authority to sell the Accounts and Credit Card Receivables.
COVENANTS OF BANK. Section 5.1 Pre-Closing Activities. From and after the date of this ---------------------- Agreement until the earlier of the Closing for each Asian Business or until this Agreement shall terminate pursuant to Article XI, except as otherwise agreed in writing, Bank will use reasonable commercial efforts (a) to conduct such Asian Businesses in the ordinary course and in a manner consistent with past practices, except as may otherwise be permitted hereby, or (b) as necessary or appropriate to consummate the transactions contemplated hereby.
COVENANTS OF BANK. So long as this Agreement remains in effect, Bank shall perform and comply with the covenants contained in this Section.
COVENANTS OF BANK. Bank hereby covenants and agrees with Retailer as follows: