Right to Seek Assurance Sample Clauses

Right to Seek Assurance. The Transfer Agent may refuse to transfer, exchange or redeem shares of the Fund or take any action requested by a shareholder until it is satisfied that the requested transaction or action is legally authorized or until it is satisfied there is no basis for any claims adverse to the transaction or action. It may rely on the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code. The Company shall indemnify the Transfer Agent for any act done or omitted to be done in reliance on such laws or for refusing to transfer, exchange or redeem shares or taking any requested action if it acts on a good faith belief that the transaction or action is illegal or unauthorized.
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Right to Seek Assurance. The Transfer Agent may refuse to transfer, exchange or redeem shares of the Fund or take any action requested by a shareholder until it is satisfied that the requested transaction or action is legally authorized or until it is satisfied that there is no basis for any claims adverse to the transaction or action. It may rely on the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code.
Right to Seek Assurance. The Service Agent may refuse to transfer or sell shares for the account of a shareholder, repurchase the Fund’s shares for the Fund’s account or take any action requested by a shareholder until the Service Agent is satisfied that the requested transaction or action is legally authorized or until it is satisfied there is no basis for any claims adverse to the transaction or action. Without limiting the generality of the foregoing, the Service Agent may refuse to permit the transfer of shares held by a registered shareholder in certificated form until the applicable certificate or certificates for such shares are delivered in good form or a lost certificate affidavit in form satisfactory to the Service Agent is delivered by such shareholder of record. The Service Agent may rely on the provisions of the Uniform Act for the Simplification of Fiduciary Security Services or the Uniform Commercial Code. The Fund shall indemnify the Service Agent for any act done or omitted to be done in reliance on such laws or for refusing to transfer or sell shares for the account of a shareholder, refusing to repurchase the Fund’s shares for the Fund’s account or taking any requested action if it acts on a good faith belief that the transaction or action is illegal or unauthorized.
Right to Seek Assurance. The Transfer Agent may refuse to transfer, exchange or redeem face-amount certificates of the Company or take any action requested by a certificate owner until it is satisfied that the requested transaction or action is legally authorized or until it is satisfied there is no basis for any claims adverse to the transaction or action. It may rely on the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code as adopted in the applicable jurisdiction. The Company shall indemnify the Transfer Agent for any act done or omitted to be done in reliance on such laws or for refusing to transfer, exchange or surrender face-amount certificates or taking any requested action if it acts on a good faith belief that the transaction or action is illegal or unauthorized.
Right to Seek Assurance. In the event all or substantially all of the assets of either P&U AB or Miravant are acquired by a third party, the non-acquired party shall have the right pursuant to Section 15.1 to receive a written assurance from such third party that the third party intends to faithfully perform all of the duties and obligations of the acquired party set forth in this Agreement. The acquired party shall take all action necessary to enable the non-acquired party to obtain such written assurance.
Right to Seek Assurance. In the event all or substantially all of the assets of either MRVT or Xillix are acquired by a third party, the non-acquired party shall have the right pursuant to Section 16.01 to receive written assurance from such third party that the third party intends to faithfully perform all of the duties and obligations of the acquired party set forth in this Agreement. The acquired party shall take all necessary action to enable the non-acquiring party to obtain such written assurance.
Right to Seek Assurance. In the event all or substantially all of the assets of either P&U or PDTI are acquired by a third party, the non-acquired party shall have the right pursuant to Section 16.01 to receive a written assurance from such third party that the third party intends to faithfully perform all of the duties and obligations of the acquired party set forth in this Agreement. The acquired party shall take all action necessary to enable the non-acquired party to obtain such written assurance.
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Right to Seek Assurance. In the event all or substantially all of the assets of either P&U or MRVT are acquired by a third party, the non-acquired party shall have the absolute right pursuant to Section 15.01 to receive a binding written assurance and undertaking from such party that the third party intends to faithfully perform all of the duties and obligations of the acquired party set for in this Agreement. The acquired party shall take all action necessary to enable the non-acquired party to obtain such written assurance.

Related to Right to Seek Assurance

  • Right to Seek Assurances The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions that the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis for any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers, rely upon the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, which in the opinion of legal counsel for the Company or of the Transfer Agent's own legal counsel protect the Transfer Agent in not requiring certain documents in connection with the transfer or redemption of Shares of the Fund, and the Fund shall indemnify the Transfer Agent for any acts done or omitted by it in reliance upon such laws or opinions of counsel to the Fund or of its own counsel.

  • Right to Sell Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.04. Subject to Section 11.02 and 11.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

  • Reservation of Right to Revise Transaction Buyer may at any time change the method of effecting the acqui- sition of Seller or Seller's Subsidiaries by Buyer and Seller shall cooperate in such efforts (including without limitation (a) the provisions of this Article I and (b) causing the merger of Roosevelt Bank, a wholly owned subsidiary of Seller ("Seller Bank") and/or any of the Banks (as defined herein) with any depository institution which is a Subsidiary of Buyer (any such merger together with the Merger being referred to herein as the "Transactions")) if and to the extent it deems such change to be desirable, including without limitation to provide for a merger of Seller directly into Buyer, in which Buyer is the surviving corporation, provided, however, that no such change shall (A) alter or change the amount or kind of consideration to be issued to holders of Seller Common Stock as provided for in this Agreement (the "Merger Consideration"), (B) adversely affect the tax treatment to Seller's stockholders as a result of receiving the Merger Consideration or (C) materially delay receipt of any approval referred to in Section 6.01(b) or the consummation of the transactions contemplated by this Agree- ment.

  • Right to Cancel YOU HAVE THE RIGHT TO RETURN THIS CONTRACT. You may cancel this Contract within [ 10 ] days after you receive it by returning it to our administrative office, or to the agent who sold it to you, with a written request for cancellation. If you return it by mail, effective date of the cancellation will be determined by the postmark date on the properly addressed and postage-paid return package. We will promptly return the Contract Value plus any amounts deducted from your Purchase Payments before they were applied to this Contract. The amount returned may be more or less than your Purchase Payments. THIS IS A LEGALLY BINDING CONTRACT - READ IT CAREFULLY Administrative Office: PROTECTIVE LIFE INSURANCE COMPANY [ xxx.Xxxxxxxxxx.xxx ] [ 0000 Xxxxxxx 000 Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000 P. O. Box 1928, Birmingham, Alabama 35282-8238 (000) 000-0000 ] ICC11-VDA-P-2006C-WW [ 12/11 ] TABLE OF CONTENTS SCHEDULE A DEFINITIONS 1 PARTIES TO THE CONTRACT 2 Company 2 Owner 2 Change of Owner 2 Beneficiary 2 Change of Beneficiary 2 Annuitant 2 Change of Annuitant 3 Payee 3 GENERAL PROVISIONS 3 Entire Contract 3 Modification of the Contract 3 Non-Participating 3 Incontestability 3 Application of Law 3 Form Approval 3 Assignment 3 Protection of Proceeds 4 Minimum Values 4 Reports 4 Error in Age or Gender 4 Settlement 4 Receipt of Payment 4 Premium Tax 4 Written Notice 4 PURCHASE PAYMENTS 5 Purchase Payments 5 Allocation of Purchase Payments 5 VARIABLE ACCOUNT 5 General Description 5 Sub-Accounts of the Variable Account 5 Variable Account Value 6 Accumulation Unit Values 6 Net Investment Factor 7 TRANSFERS 7 Transfers 7 Limitation on Frequent Transfers 7 Dollar Cost Averaging 7 SURRENDERS AND WITHDRAWALS 8 Surrenders 8 Withdrawals 8 Surrender Value 8 Suspension or Delay in Payment of Surrender or Withdrawal 8 DEATH BENEFIT 8 Death of an Owner 8 Death of the Annuitant 8 Death Benefit 8 Payment of the Death Benefit 9 Suspension or Delay in Payment of Death Benefit 9 ANNUITY INCOME PAYMENTS 9 Annuity Date 9 Annuity Income Payments 9 Fixed Income Payments 9 Variable Income Payments 10 Annuity Unit Values 10 Selection of Annuity Option 10 Annuity Options 11 Minimum Amounts 11 Guaranteed Purchase Rates 11 FIXED ANNUITY TABLES 12 VARIABLE ANNUITY TABLES 12

  • Right to Set-Off Notwithstanding anything to the contrary in this License Agreement, each Party has the right at all times to retain and set off against all amounts due and owing to the other Party as determined in a final judgment any damages recovered by such Party for any Losses incurred by such Party.

  • Right to Rely on Instructions DSI may act in reliance upon any instruction, instrument, or signature reasonably believed by DSI to be genuine. DSI may assume that any employee of a party to this Agreement who gives any written notice, request, or instruction has the authority to do so. DSI shall not be responsible for failure to act as a result of causes beyond the reasonable control of DSI.

  • Right to Counsel The Indemnified Persons shall have the right to employ counsel in their, its, his or her sole discretion. Such Indemnified Persons shall be responsible for the expenses of such separate counsel except as provided in Subsection 6(c)(iii). The Advisor agrees to cooperate fully with the Indemnified Persons and their separate counsel in responding to such threatened or actual claims.

  • Conditions Precedent to Obligation of the Company The obligation of the Company to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Reservation of Right to Revise Structure Buyer may at any time change the method of effecting the business combination contemplated by this Agreement if and to the extent that it deems such a change to be desirable; provided, however, that no such change shall (a) alter or change the amount of the consideration to be issued to holders of Company Common Stock as merger consideration as currently contemplated in this Agreement, (b) reasonably be expected to materially impede or delay consummation of the Merger, (c) adversely affect the federal income tax treatment of holders of Company Common Stock in connection with the Merger, or (d) require submission to or approval of the Company’s shareholders after the plan of merger set forth in this Agreement has been approved by the Company’s shareholders. In the event that Buyer elects to make such a change, the parties agree to execute appropriate documents to reflect the change.

  • Right to Specific Performance The Purchaser agrees that the Company shall be entitled to a decree of specific performance of the terms hereof or an injunction restraining violation of this Agreement, said right to be in addition to any other remedies available to the Company.

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