EAGLE Clause Samples
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EAGLE. Eagle shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling pe▇▇▇▇▇ ▇hereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any negligence, willful misconduct, bad faith or reckless disregard of Eagle in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to Eagle which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to IMCO or the Company by Eagle Indemnities (as defined below) for use therein. Eagle shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses). However, Eagle shall have no liability to a Fund or its shareholders for damages or losses connected with or arising out of services rendered under this Agreement, unless such damages or losses result from Eagle's negligence, willful misconduct, bad faith or reckless disregard of its duties and obligations.
EAGLE. Eagle represents and warrants to IMCO that (i) the retention of Eagle by IMCO as contemplated by this Agreement is authorized by Eagle's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Eagle or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Eagle and when executed and delivered by Eagle will be a legal, valid and binding obligation of Eagle, enforceable against Eagle in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Eagle is registered as an investment adviser under the Advisers Act; (v) Eagle has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Eagle and certain of its employees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, and with respect to such persons, Eagle shall furnish to IMCO all reports and information provided under Rule 17j-1(c)(2); (vi) Eagle is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (vii) Eagle will promptly notify IMCO of the occurrence of any event that would disqualify Eagle from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Eagle has provided IMCO with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a copy of all amendments to IMCO at least annually; (ix) Eagle will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or change of control of Eagle, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Eagle, in each case prior to or promptly after, such change; and (x) Eagle has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards.
EAGLE will implement a third-party governance program designed to provide oversight over unaffiliated third parties used to provide the Services ("Subcontractors").
EAGLE. IHS shall have non-exclusive rights to collect animal licensing and impound fees according to the fee schedule adopted by the Eagle City Council. For all the licenses and impound fees IHS collects on behalf of the City of Eagle, IHS shall remit the accrued amounts to the City of Eagle on or before the fifteenth (15th) day of the of the following calendar month during the Term of this Agreement.
EAGLE continue to work on Eagle advancement and will try to reach this goal by , 20 . It is important for me to become an Eagle Scout because Being an Eagle Scout to me means Respectfully submitted (Scout to sign here): Accepted Not Accepted Dated: , 20 SCOUTMASTER/ASSISTANT SCOUTMASTER TROOP 5