12A The Secretary of State’s appointed Member (further to Article 12 c) shall become a Member upon the Secretary of State delivering, or posting (by registered post), to the Office of the Academy Trust a notice appointing that person as his Member.
11A 6 Notwithstanding the foregoing provisions, the Fund, acting through its Trustees, its investment manager or its other authorized representative, may direct the Custodian (and, in turn, the Custodian may direct the Sub-Custodian) to place and maintain the Fund's assets with a particular Eligible Foreign Custodian. In such event, the Custodian and, as applicable, the Sub-Custodian shall be entitled to rely on any such instruction as a Proper Instruction under the terms of the Custodian Agreement and the Sub-Custodian Agreement, respectively, and shall have no duties under this Section with respect to such arrangement save those that it may undertake specifically in writing with respect to each particular instance.
01(a) Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not relieve Seller of its obligations and liabilities under this Section 11.01(a) or any other provision of this Agreement. With respect to any Third Party Claim subject to indemnification under this Agreement, the applicable Purchaser Indemnitee shall be required to cooperate in good faith with Seller to ensure the proper and adequate defense of such Third-Party Claim. For the avoidance of doubt, Seller’s obligations for Purchaser Indemnitees shall not be limited to funds available in the Third Party Controlled Future Spread Custodial Account or the Future Spread Reserve Account.
Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.
Xxxx-Xxxxx Act Borrower will comply with the applicable requirements of the Xxxx-Xxxxx Act in purchasing any Replacement Cap Agreement.
W I T N E S S E T H WHEREAS each Fund is or may be organized with one or more series of shares, each of which shall represent an interest in a separate portfolio of cash, securities and other assets (all such existing and additional series now or hereafter listed on Appendix "A" being hereinafter referred to individually, as a "Portfolio," and collectively, as the "Portfolios"); and
W I T N E S E T H I. For and in consideration of the mutual understanding and agreements hereinafter set forth, it is therefore agreed between the AGENCY and the BOARD as follows:
T N E S S E T H that in consideration of the premises and mutual promises hereinafter set forth, the parties hereto agree as follows:
W I T N E S S E T H In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:
Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.