Confidentiality Obligations of the Adviser and the Fund Sample Clauses

Confidentiality Obligations of the Adviser and the Fund. (a) Subject to subsection (b) below, the Adviser and the Fund each agrees from the commencement of the Effective Date through and including one year after the Maturity Date, or in the case of an Early Termination Event, the Early Termination Date, on behalf of itself and its agents, not to disclose or use for any purpose other than the approval or administration of this Agreement and the exercise of its rights and obligations hereunder any confidential information (including, without limitation, proprietary information as to systems, software and trading methods) (collectively, “Warranty Provider Confidential Information”) provided by the Warranty Provider or the Calculation Agent to the Adviser or the Fund hereunder unless (i) such information was or becomes generally available to the public other than as a result of the Adviser’s or the Fund’s breach of this Article IX; (ii) such information is already in the Adviser’s or the Fund’s possession (other than Warranty Provider Confidential Information provided to the Adviser or the Fund by the Warranty Provider or its representatives), provided that such information is not known by the Adviser or the Fund to be subject to another confidentiality agreement with, or obligation of secrecy to, the Warranty Provider or its representatives; (iii) such information was or becomes available to the Adviser or the Fund on a non-confidential basis from a source other than the Warranty Provider or its representatives; provided that the source is not known by the Adviser or the Fund to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Warranty Provider or its representatives; or (iv) such information is required to be disclosed pursuant to applicable law or in connection with any legal proceedings or to the extent required by a subpoena, order of any court or Government Authority. The Fund and the Adviser shall promptly provide the Warranty Provider with prior written notice of any request or requirement for Warranty Provider Confidential Information to the extent permissible and practicable under the circumstances, so the Warranty Provider may seek a protective order or other appropriate remedy prior to the release of such information by the Fund and/or the Adviser.
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Confidentiality Obligations of the Adviser and the Fund. (a) Subject to subsection (b) below, the Adviser and the Fund each agrees, on behalf of itself and its agents, not to disclose or use for any purpose other than the administration of this Agreement and the exercise of its rights and obligations hereunder any confidential information (including, without limitation, proprietary information as to systems, software and trading methods) (collectively, "Warranty Provider Confidential Information") provided by the Warranty Provider to the Adviser or the Fund hereunder unless (i) such information was or becomes generally available to the public other than as a result of the Adviser's or the Fund's breach of this Article IX; or (ii) such information is required to be disclosed pursuant to applicable law or in connection with any legal proceedings or to the extent required by a subpoena, order of any court or Government Authority.
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Confidentiality Obligations of the Adviser and the Fund. (a) Subject to subsection (b) below, the Adviser and the Fund each agrees, on behalf of itself and its agents, not to disclose or use for any purpose other than the administration of this Agreement and the exercise of its rights and obligations hereunder any confidential information (including, without limitation, proprietary information as to systems, software and trading methods) (collectively, "BANK CONFIDENTIAL INFORMATION") provided by the Bank to the Adviser or the Fund hereunder unless (i) such information was or becomes generally available to the public other than as a result of the Adviser's or the Fund's breach of this ARTICLE IX; or (ii) such information is required to be disclosed pursuant to applicable law or in connection with any legal proceedings or to the extent required by a subpoena, order of any court or Government Authority.
Sample 1
Confidentiality Obligations of the Adviser and the Fund. (a) Subject to subsection (b) below, the Adviser and the Fund each agrees, on behalf of itself and its agents, not to disclose or use for any purpose other than the administration of this Agreement and the exercise of its rights and obligations hereunder any confidential information (including, without limitation, proprietary information as to systems, software and trading methods) (collectively, "Warranty Provider Confidential Information") provided by the Warranty Provider to the Adviser or the Fund hereunder unless (i) such information was or becomes generally available to the public other than as a result of the Adviser's or the Fund's breach of this Article IX; or (ii) such information is required to be disclosed pursuant to applicable law or in connection with any legal proceedings or to the extent required by a subpoena, order of any court or Government Authority. Notwithstanding anything herein to the contrary, "Warranty Provider Confidential Information" shall not include, and the Adviser and the Fund may disclose to any and all Persons, without limitation of any kind, any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Adviser or the Fund relating to such tax treatment and tax structure.
Sample 1

Related to Confidentiality Obligations of the Adviser and the Fund

  • Obligations of the Adviser and the Fund The Adviser will provide, or has provided, to the Sub-Adviser, with a copy of the Registration Statement as filed with the SEC, and of the policies and procedures adopted by the Board and/or the Adviser which the Sub-Adviser is required to implement in managing the portion of the assets of the Fund allocated to the Sub-Adviser or such other information or documents necessary for the management of the Sub-Adviser’s allocated portion of Fund assets as the Sub-Adviser shall reasonably request or as required by applicable law or regulation. Throughout the term of this Agreement, the Adviser shall continue to provide such information and documents to the Sub-Adviser, including any amendments, updates or supplements to such information or documents before or at the time the amendments, updates or supplements become effective.

  • Rights and Obligations of the Limited Partners 8.1 Management of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

  • Limitations of Liability of the Trustees and Shareholders A copy of the Trust's Agreement and Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed by the Trustees as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the appropriate Fund.

  • Obligations of the Adviser (a) The Adviser shall provide (or cause the Fund’s Custodian (as defined in Section 5 hereof, the Fund’s accountant and the Fund’s distributor) to provide) timely information to the Sub-Adviser regarding such matters as the composition of the Sub-Advised Assets, cash requirements and cash available for investment in the Sub-Advised Assets, and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities hereunder.

  • Limitations of Liability of Trustees and Shareholders of the Company The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

  • Conditions of the Obligation of the Company The obligation of the Company to deliver the Stock shall be subject to the conditions that (a) the Registration Statement shall have become effective and (b) no stop order suspending the effectiveness thereof shall be in effect and no proceedings therefor shall be pending or threatened by the Commission. In case either of the conditions specified in this Section 10 shall not be fulfilled, this Agreement may be terminated by the Company by giving notice to you. Any such termination shall be without liability of the Company to the Underwriters and without liability of the Underwriters to the Company; provided, however, that in the event of any such termination the Company agrees to indemnify and hold harmless the Underwriters from all costs or expenses incident to the performance of the obligations of the Company under this Agreement, including all costs and expenses referred to in paragraphs (i) and (j) of Section 6 hereof.

  • Limitation of Liability of the Trustees and Shareholders of the Fund The trustees of the Fund and the shareholders of any Series shall not be liable for any obligations of the Fund or any Series under this Contract, and Xxxxxxxx Xxxxxxxx agrees that, in asserting any rights or claims under this Contract, it shall look only to the assets and property of the Fund or the particular Series in settlement of such right or claims, and not to such trustees or shareholders.

  • Certain Obligations of the Company The Company agrees that it will ---------------------------------- not increase the par value of the shares of Warrant Stock issuable upon exercise of this Warrant above the prevailing and currently applicable Exercise Price hereunder, and that before taking any action that would cause an adjustment reducing the prevailing and current applicable Exercise Price hereunder below the then par value of the Warrant Stock at the time issuable upon exercise of this Warrant, the Company will take such corporate action, as in the opinion of its counsel, may be necessary in order that the Company may validly issue fully paid, nonassessable shares of such Warrant Stock upon the exercise of this Warrant. The Company will maintain an office or agency (which shall initially be the Company's principal office in Redwood City, California) where presentations and demands to or upon the Company in respect of this Warrant may be made and will give notice in writing to the registered holders of the then outstanding Warrants, at their addresses as shown on the books of the Company, of each change of location thereof.

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

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