Existing Mandates Sample Clauses

Existing Mandates. Notwithstanding the provisions of Section 3.1 or Section 3.3(a), in the event that on the first date of the JV Term either the JV Company shall have any Existing Mandate for Selected Italian Party Business or Intesa shall have any Existing Mandate for Joint Venture Business, the JV Company or Intesa, as the case may be, may perform its obligations under such Existing Mandate during the JV Term, in each case for a period not to exceed the later of (A) September 9, 2003 or (B) the Intesa Contribution Date (such period, the “EM Period”), and retain all Revenues from its Existing Mandates to the extent associated with services performed during or prior to such EM Period. Immediately after the end of such period, all engagements under Existing Mandates then in effect (A) of the JV Company for Selected Italian Party Business shall be referred to Intesa, subject to the Client’s consent, and (B) of Intesa for Joint Venture Business shall be referred to the JV Company, subject to the Client’s consent; provided, that in the event that the Client shall not consent to any such referral, the JV Company or Intesa, as applicable, may continue to perform under such Existing Mandate (provided that such Party shall divide all Revenue that relates to services performed or to be performed by it after the end of the EM Period in connection with such Existing Mandate (net of expenses incurred by such Party, including any general compensation expenses, to the extent such expenses relate to such services) and that is paid by such Client or other third parties to such Party or its controlled affiliates, in accordance with Section 3.6 below, which amounts shall be paid in accordance with Section 3.7 below); and provided further that in the case of three selected Existing Mandates of Intesa, Intesa may perform its obligations thereunder after such EM Period (provided that Intesa shall pay one-half of all Revenue that relates to services performed or to be performed by it after the end of the EM Period in connection with such Existing Mandate (net of expenses incurred by Intesa, including any general compensation expenses, to the extent such expenses relate to such services) and that is paid by such Client or other third parties to Intesa or its controlled affiliates, to the JV Company, which amounts shall be paid in accordance with Section 3.7 below). For the purposes of this Agreement, an “Existing Mandate” means a written contract for the provision of advisory services that was en...
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Existing Mandates. 4.1 You confirm that any User you authorise under this agreement may use the Service to give us instructions on every account you hold with us.
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Related to Existing Mandates

  • Terminations; Amendments Not Authorized Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Agent and agrees that it will not do so without the prior written consent of Agent, subject to such Grantor's rights under Section 9-509(d)(2) of the Code.

  • Predatory Lending Regulations No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. No Mortgage Loan is covered by the Home Ownership and Equity Protection Act of 1994 and no Mortgage Loan is in violation of any comparable state or local law;

  • Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

  • Copies of policies; letters of undertaking Each Borrower shall ensure that all approved brokers provide the Security Trustee with pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew and of a letter or letters of undertaking in a form required by the Security Trustee and including undertakings by the approved brokers that:

  • Mortgage Amendments Within one hundred fifty (150) days after the Amendment No. 8 Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each Mortgaged Property, the Administrative Agent shall have received either the items listed in paragraph (a) or the items listed in paragraph (b) as follows:

  • Amendments; Supplements Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be (i) reasonably requested by any Selling Holder (to the extent such request relates to information relating to such Selling Holder), or (ii) necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (A) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) if a Form S-3 registration, the expiration of the applicable period specified in Section 2.7(a) and, if not a Form S-3 registration, the applicable period specified in Section 2.1(e)(iii); provided, that any such required period shall be extended for such number of days (x) during any period from and including the date any written notice contemplated by paragraph (f) below is given by the Company until the date on which the Company delivers to the Selling Holders the supplement or amendment contemplated by paragraph (f) below or written notice that the use of the prospectus may be resumed, as the case may be, and (y) during which the offering of Registrable Securities pursuant to such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court; provided, further, that the Company shall have no obligation to a Selling Holder participating on a “piggyback” basis pursuant to Section 2.1(a) or Section 2.2 in a registration statement that has become effective to keep such registration statement effective for a period beyond 180 days from the effective date of such registration statement. The Company shall respond, as promptly as reasonably practicable, to any comments received from the SEC and request acceleration of effectiveness, as promptly as reasonably practicable, after it learns that the SEC will not review the registration statement or after it has satisfied comments received from the SEC. With respect to each Free Writing Prospectus or other materials to be included in the Disclosure Package, ensure that no Registrable Securities be sold “by means of” (as defined in Rule 159A(b) under the Securities Act) such Free Writing Prospectus or other materials without the prior written consent of the Selling Holders of the Registrable Securities covered by such registration statement, which Free Writing Prospectuses or other materials shall be subject to the review of counsel to such Selling Holders, and make all required filings of all Free Writing Prospectuses with the SEC;

  • Application of Takeover Protections; Rights Agreements The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

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