FORM N-CEN Sample Clauses

FORM N-CEN. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information related thereto, will collect, aggregate and normalize the data required for the submission of Form N-CEN, related filing types, and any forms adopted to replace such forms. BNY Mellon will review and transmit to the Funds’ third party filing agent each draft N-CEN and provide reasonable cooperation to the relevant Fund and/or such Fund’s third party agent as necessary to resolve any issues with the receipt of the Form N-CEN data provided.
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FORM N-CEN. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information related thereto, will, or will cause the Print Vendor to: (i) collect, aggregate and normalize the data required for the submission of Form N-CEN; (ii) prepare, on an annual basis, Form N-CEN; and (iii) file Form N-CEN with the SEC.
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FORM N-CEN. Foreside shall provide to Ultimus relevant Fund data and information necessary to prepare and file Form N-CEN for the Trust for the fiscal year ending June 30, 2018 (the “2018 Form N-CEN”) with the Securities and Exchange Commission (“SEC”). Ultimus shall prepare and file with the SEC the 2018 Form N-CEN in a timely and complete manner and maintain confidential records relating to the 2018 Form N-CEN filing, which is property of the Trust, as required by law. Ultimus shall not be responsible for verifying the accuracy of the data and information provided by Foreside. Each party’s duties are limited to those expressly set forth in this Agreement and each will use its best efforts in the performance of its duties and act in good faith. Each party shall be liable for any damages, losses or costs arising directly or indirectly out of such party’s failure to perform its duties under this Agreement to the extent such damages, losses or costs arise directly or indirectly out of its willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder. In no event shall any party be liable for special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or a party was advised of the possibility thereof.
Sample 1

Related to FORM N-CEN

  • Proxy Statement; Registration Statement As promptly as practicable after the execution of this Agreement, (a) the Company and the Parent shall prepare and file with the SEC (with appropriate requests for confidential treatment) under the Exchange Act a joint proxy statement/prospectus and a form of a proxy (such proxy statement/prospectus or joint proxy statement/prospectus, as the case may be, together with any amendments thereof or supplements thereto, in each case in the form or forms delivered to the Unitholders of the Company and the shareholders of the Parent, the "PROXY STATEMENT") relating to the solicitation of approval from the Unitholders and the shareholders of the Parent with respect to the Transaction Documents and the transactions contemplated hereby and thereby and (b) the Parent shall file with the SEC under the Securities Act the Registration Statement, in which the Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Shares to be issued and distributed to the Unitholders and the General Partner pursuant to the Merger. The Parent and the Company will cause the Registration Statement and the Proxy Statement to comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. Each of the Parent and the Company shall use all commercially reasonable efforts to have or cause the Registration Statement to become effective (including clearing the Proxy Statement with the SEC) as promptly as practicable thereafter, and shall take any and all actions required under any applicable federal or 65 56 state securities or "blue sky" laws in connection with the issuance of shares of Parent Shares pursuant to the Merger. Without limiting the generality of the foregoing, each of the Parent and the Company agrees to use all commercially reasonable efforts, after consultation with the other such party, to respond as promptly as possible to any comments made by the SEC with respect to the Proxy Statement (including each preliminary version thereof) and the Registration Statement (including each amendment thereof and supplement thereto). Each of the Parent and the Company shall, and shall cause its respective representatives to, cooperate fully with the other such party with all information concerning it and its affiliates, directors, officers and stockholders as the other may reasonably request in connection with the preparation of the Proxy Statement and the Registration Statement. The Proxy Statement shall include the determination and recommendation of the (a) Board of Directors of the General Partner and the Special Committee and (b) the Board of Directors of the Parent, that the Unitholders and the shareholders of the Parent, respectively, vote in favor of the approval and adoption of the Merger, this Agreement, the other Transaction Documents, the transactions contemplated hereby and thereby and the issuance of the Parent Shares in connection with the Merger, as the case may be; provided, however, that the Board of Directors of the General Partner and the Special Committee may withdraw, modify or change such respective recommendation if any of them determines in good faith, based upon the advice of outside counsel, that making such recommendation, or the failure to so withdraw, modify or change its recommendation, or the failure to recommend any other offer or proposal, could reasonably be deemed to cause them to breach their 66 57 fiduciary duties under applicable law. As promptly as practicable after the Registration Statement shall have become effective, the Company and the Parent shall cause the Proxy Statement to be mailed to the Unitholders and the shareholders of the Parent, respectively.

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