Custody Agreement Sample Clauses

Custody Agreement. Such Selling Stockholder has full right, power and authority to enter into a Custody Agreement (“Custody Agreement”), with American Stock Transfer & Trust Company, as Custodian (the “Custodian”); pursuant to the Custody Agreement the Selling Stockholder has placed in custody with the Custodian, for delivery under this Agreement, the Securities to be sold by such Selling Stockholder; such Securities are validly issued, outstanding, fully paid and nonassessable shares of Common Stock; and such Securities were accompanied by all documents duly and properly executed that are necessary to validate the transfer of title thereto, to the Underwriters, free of any legend, restriction on transferability, proxy, lien or claim, whatsoever.
Custody Agreement. Such Selling Shareholder has full right, power and authority to execute and deliver this Agreement and the Custody Agreement signed by such Selling Shareholder and the Company, as custodian (in such capacity, the “Custodian”), relating to the deposit of the Offered Shares to be sold by such Selling Shareholder (the “Custody Agreement”) in connection with the offer and sale of the Offered Shares contemplated herein and to perform its obligations under such agreements.
Custody Agreement. Each of the Selling Stockholders represents and warrants that certificates in negotiable form representing all of the Shares to be sold by such Selling Stockholders hereunder have been placed in custody under a Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”). Each of the Selling Stockholders specifically agrees that the Shares represented by the certificates held in custody for such Selling Stockholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody, are to that extent irrevocable. Each of the Selling Stockholders specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and actions taken by the Custodian pursuant to the Custody Agreement shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian shall have received notice of such death, incapacity, termination, dissolution or other event.
Custody Agreement. The Custody Agreement is or when executed will be currently in full force and effect and the Seller is or when executed will be in compliance with all of its obligations, covenants or conditions contained in the Custody Agreement.
Custody Agreement. The following Subcustodians and Securities Systems are approved for use in connection with the Custody Agreement dated February 1, 2017. SECURITIES SYSTEMS: Depository Trust Company Federal Book Entry SPECIAL SUBCUSTODIANS: DOMESTIC SUBCUSTODIANS: Citibank (Foreign Securities Only) EACH OF THE FPA FUNDS SET FORTH IN EXHIBIT B HERETO UMB BANK, N.A. By: /s/ J. Richard Atwood By: /s/ Peter Bergman Name: J. Richard Atwood Name: Peter Bergman Title: President Title: Vice President Date: 1/30/2017 Date: 1/31/2017 APPENDIX B CUSTODY AGREEMENT The following investment funds (“Funds”) are hereby made parties to the Custody Agreement dated February 1, 2017, with UMB Bank, n.a. (“Custodian”) and the FPA Funds, and agree to be bound by all the terms and conditions contained in said Agreement: FPA Funds Trust FPA CRESCENT FUND EACH OF THE FPA FUNDS SET FORTH IN THIS EXHIBIT B Attest: /s/ E. Lake Setzler By: /s/ J. Richard Atwood Name: J. Richard Atwood Title: President Date: 1/30/2017 UMB BANK, N.A. Attest: /s/ Tim Gee By: /s/ Peter Bergman Name: Peter Bergman Title: Vice President Date: 1/31/2017 EXHIBIT 1 “UMB BANK AGENCY NOTICE” (the “NOTICE”) to [FORMAL NAME OF SUBSCRIPTION AGREEMENT] (“Subscription Agreement”) For Investment by [FUND NAME] In [UNDERLYING SHARE NAME] UMB Bank, n.a., (“UMB”) is providing this [FORMAL NAME OF SUBSCRIPTION AGREEMENT] to which this Notice is attached solely as Custodian and agent for [FUND NAME](“Investor”) and at the direction of [FUND NAME], in connection with the investment by [NAME OF FUND] in interests (“Interests”) of [UNDERLYING SHARE NAME](“Fund”). UMB is acting solely as Custodian in connection with the Investor’s investment in the Fund and holding of Interests. UMB does not exercise any investment responsibility or authority for the Investor, and can act in connection with the assets of the Investor only at the direction of the Investor, and only through authorized representatives of the Investor. UMB receives a fee to provide its services as custodian, but has no economic interest in the Fund. Please be advised that:
Custody Agreement. The Selling Stockholder has placed in custody under a custody agreement (the “Custody Agreement”) with American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”), for delivery under this Agreement, certificates in negotiable form (with signature guaranteed by a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program) representing the shares of Stock to be sold by the Selling Stockholder hereunder.
Custody Agreement. The following Subcustodians and Securities Systems are approved for use in connection with the Custody Agreement dated October 27, 2017. SECURITIES SYSTEMS: Depository Trust Company Federal Book Entry SPECIAL SUBCUSTODIANS: DOMESTIC SUBCUSTODIANS: Citibank (Foreign Securities Only) ENTREPRENEURSHARES SERIES TRUSTTM UMB BANK, N.A. By: /s/Joel Shulman By: /s/Peter Bergman Name: Joel Shulman Name: Peter Bergman Title: Managing Director Title: Vice President Date: 8-23-2017 Date: 8-24-17 APPENDIX B CUSTODY AGREEMENT The following open-end management investment companies ("Funds") are hereby made parties to the Custody Agreement dated October 27, 2017, with UMB Bank, n.a. ("Custodian") and EntrepreneurShares Series TrustTM, and agree to be bound by all the terms and conditions contained in said Agreement: EntrepreneurShares Global FundTM Entrepreneur U.S. All Cap FundTM Entrepreneur U.S. Large Cap FundTM ENTREPRENEURSHARES SERIES TRUSTTM Attest: By: /s/Joel Shulman Name: Joel Shulman Title: Managing Director Date: 8-23-2017 UMB BANK, N.A. Attest: By: /s/Peter Bergman Name: Peter Bergman Title: Vice President Date: 8-24-17
Custody Agreement. The following Subcustodians and Securities Systems are approved for use in connection with the Custody Agreement dated August 22nd, 2013. SECURITIES SYSTEMS: Depository Trust Company Federal Book Entry SPECIAL SUBCUSTODIANS: DOMESTIC SUBCUSTODIANS: Citibank (Foreign Securities Only) CENTER COAST MLP & INFRASTRUCTURE FUND UMB BANK, N.A By: /s/ Rachel Hollowell By: /s/ Michael Kaufhold Name: Rachel Hollowell Name: Michael Kaufhold Title: Fund Secretary/Director of Operations Title: Vice President Date: 8/22/2013 Date: 8/22/2013