Conduct of Program. The Lending Agent shall have responsibility for negotiating the terms of each loan and, for collecting all required collateral, whether in the form of U.S. Dollar cash, securities issued or guaranteed by the United States Government or its agencies or instrumentalities, or other forms approved by each Client for use as collateral (the “Collateral”) on behalf of its Funds. Subject to the provisions of this Agreement, the Lending Agent shall have authority to do or cause to be done all acts by and on behalf of each Fund as it shall in good faith determine to be desirable, necessary or appropriate to implement and administer the Program contemplated hereby. The Lending Agent covenants and agrees that it shall undertake periodic credit reviews of borrowers and establish credit limits applicable thereto in accordance with its established credit policies and procedures and otherwise consistent with safe and sound banking practices. Without limiting the generality of any other provision hereof, in connection with the administration of the Program and in order to facilitate the approval of loan transactions by and on behalf of each Borrower, the Lending Agent is specifically authorized to disclose to each Borrower, the identity of each Client and its Funds as well as certain other information specific to its Funds including, without limitation, business address, U.S. Tax Identification Number, aggregate lendable assets, capitalization, total assets of its Funds held with the Lending Agent and/or net asset value. Any disclosure by the Lending Agent of a Client- or its Funds-specific information of the type specified in the preceding sentence other than the identity of such Client and/or such Funds and information relating to a specific loan transaction or series of transactions shall be made by the Lending Agent subject to the confidentiality agreement of the Borrower receiving such information in such form and substance as the Lending Agent shall determine to be appropriate and as otherwise consistent with industry practice and applicable law. Each loan of a Fund’s securities shall be made pursuant to a written agreement between the Lending Agent (or an affiliate), as agent for each Client and its Funds, and the Borrower (each a “Borrower Agreement” and collectively the “Borrower Agreements”). Attached hereto as Attachment 1 is a current master form of Borrower Agreement used by the Lending Agent (and its affiliates) primarily in connection with loans of U.S. Secu...
Conduct of Program. 3.1. GRANTEE shall abide by the terms and conditions of this Grant Agreement and any written amendment to this Grant Agreement.
Conduct of Program. CONTRACTOR shall abide by all terms and conditions imposed and required by this Contract and shall comply with all subsequent revisions, modifications, and administrative and statutory changes made by the State, and all applicable provisions of State and federal regulations. Failure by CONTRACTOR to comply with provisions, requirements or conditions of this Contract, including, but not limited to, performance documentation, reporting and evaluation requirements, shall be a material breach of this Contract and may result in the withholding of payments, financial penalties, and/or termination as stated herein.
Conduct of Program. The Lending Agent shall have responsibility for negotiating the terms of each loan and, for collecting all required collateral, whether in the form of U.S. Dollar cash, securities issued or guaranteed by the United States Government or its agencies or instrumentalities, or other forms approved by the Client for use as collateral (the "Collateral"), on behalf of the Funds. Subject to the provisions of this Agreement, the Lending Agent shall have authority to do or cause to be done all acts by and on behalf of each Fund as it shall in good faith determine to be desirable, necessary or appropriate to implement and administer the Program contemplated hereby. The Lending Agent covenants and agrees that it shall undertake periodic credit reviews of borrowers and establish credit limits applicable thereto in accordance with its established credit policies and procedures and otherwise consistent with safe and sound banking practices. In addition, each loan of a Fund's' securities shall be made pursuant to a written agreement between the Lending Agent, as agent for its clients including the Fund, and the Borrower. Attached hereto as Attachment 1 is a current master form of securities lending agreement used by the Lending Agent with Borrowers resident in the United States ("US Borrowers"). With respect to Borrowers who are resident outside of the United States ("Non U.S. Borrowers"), each such loan of securities of a Fund shall be made pursuant to a written Borrower Agreement which is substantially in the form of the standard Overseas Securities Lender's (Agency) Agreement (the "OSLA Agreement"), as amended from time to time, the current version of which is attached hereto as Attachment 2. The Lending Agent shall not amend or modify its current master form of securities lending agreement for use with any US Borrowers or Non-U.S. Borrowers of any securities of the Funds in any manner which is inconsistent with the provisions of this Agreement without the prior written consent of the Client. Notwithstanding the foregoing, the Client acknowledges and agrees that the non-material provisions of the Lending Agent's agreement with any Borrower may differ from the Lending Agent's then current master form of borrower agreement (as attached hereto) as a result of the customary negotiation process between the Lending Agent and the Borrowers. This Agreement shall be deemed to create a separate agreement for each Fund comprising a series of a multi-series investment company as t...
Conduct of Program. An initial Research Plan is attached as Schedule A. Either party may recommend changes to the Research Plan at any time during the Program Term. Such change shall only be effective if in a written amendment duly executed by the parties.
Conduct of Program. The Lending Agent shall have responsibility for negotiating the terms of each loan and for collecting all required collateral, whether in the form of U.S. Dollar cash, securities issued or guaranteed by the United States Government or its agencies or instrumentalities, irrevocable letters of credit issued by banks independent of the Borrowers or such other forms as may be agreed upon by the Lending Agent and the Client from time to time (“Collateral”). The Lending Agent shall have authority to do or cause to be done all acts by and on behalf of the Funds as it shall determine to be desirable, necessary or appropriate to implement and administer the Program. Without limiting the generality of the foregoing, in connection with the administration of the Program and in order to facilitate the approval of loan transactions by and on behalf of each Borrower, the Lending Agent is specifically authorized to disclose to each Borrower, the identity of the Client and the Funds as well as certain other information specific to the Funds including, without limitation, business address, U.S. Tax Identification Number, aggregate lendable assets, capitalization, total assets of the Funds held with the Lending Agent and/or net asset value. Any disclosure by the Lending Agent of Client or Fund-specific information of the type specified in the preceding sentence other than the identity of the Client and/or the Funds and information relating to a specific loan transaction or series of transactions shall be made by the Lending Agent subject to the confidentiality agreement of the Borrower receiving such information in such form and substance as the Lending Agent shall determine to be appropriate and as otherwise consistent with industry practice. The Lending Agent will conduct the Program in compliance with all laws, rules, regulations and legal requirements applicable to the Lending Agent (including, without limitation, the Investment Company Act of 1940, and the terms and conditions of Exemptive Orders or similar actions of the Securities and Exchange Commission granted to Lending Agent and/or its affiliates in connection with the conduct of securities lending activities to the extent applicable to the Lending Agent in connection with the conduct of the securities lending activities contemplated by this Agreement.). The Lending Agent will promptly notify the Client of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governme...
Conduct of Program. Each Party agrees to conduct the Program according to the Research Plan, as amended from time to time by the Research Team. All
Conduct of Program. Each party shall conduct the Program in good scientific manner, and in compliance in all material respects with all requirements of applicable laws and regulations to attempt to achieve its objectives efficiently and expeditiously. Each party shall proceed diligently with its responsibilities under the Program, and shall allocate such personnel, equipment, facilities and other resources as reasonably necessary to conduct its obligations under the Program and to accomplish the objectives thereof.
Conduct of Program. Each Party agrees to (A) undertake the responsibilities assigned to such Party in the Pharmacogenomics Program Plan, including, but not limited to, the dedication of resources appropriate to such efforts and (B) make available to the other Party those resources set forth in the Pharmacogenomics Program Plan. In addition, each Party agrees to carry out all work done in the course of the Pharmacogenomics Program in material compliance with all applicable federal, state or local laws, regulations and guidelines governing the conduct of such work, including, without limitation, all applicable export and import control laws.
Conduct of Program. The research and development activities to be undertaken in the course of the MBI Discovery Program shall be conducted at MBI under the direction of the Program Director, with the assistance of the Lilly Program Manager. Each of the FTEs committed to the MBI Discovery Program shall take direction from the Program Director. MBI shall use reasonable efforts in achieving the goals of the MBI Discovery Program, as set forth in the Program Plan. In addition, MBI shall use reasonable efforts to carry out all work done in connection with the MBI Discovery Program in compliance with any federal, state or local laws, regulations and guidelines governing the conduct of such work. All animals involved in the MBI Discovery Program shall be provided humane care and treatment in accordance with generally acceptable current veterinary practices. Notwithstanding the foregoing, MBI's obligations as set forth in this Section 2.5 shall extend only to the activities of FTEs who are employees of MBI or of an Affiliate of MBI. To the extent that Lilly employees participate in the conduct of the MBI Discovery Program pursuant to Section 2.4, Lilly shall use reasonable efforts to insure that its employees comply with the obligations set forth in this Section 2.5.
