FSA Clause Samples

FSA. With respect to any farm products purchased by Borrower which are produced in a state with a central filing system, Borrower will register as a buyer and as a seller with the Secretary of State or equivalent governmental authority of such state prior to the purchase or marketing of such farm products and will otherwise comply with the requirements of such system. Terms used in this Section 8.14 and defined in the FSA shall have the meanings ascribed to such terms therein. Borrower shall comply with any payment obligations imposed by a secured party as a condition to the waiver and release of a security interest under the FSA or other applicable laws.

FSA. Buyer shall have in effect, or cause to be in effect, as of the Employment Start Date, health or dependent care flexible spending accounts qualifying under Section 125 of the Code (the “Buyer FSA”) in which Transferred Employees who participate in health or dependent care flexible spending accounts maintained by Seller or any of its Affiliate (the “Seller FSA”) may participate. Buyer or an Affiliate of Buyer shall cause the balance of each Transferred Employee’s accounts under the Seller FSA as of such Transferred Employee’s Employment Start Date to be credited to the Transferred Employee’s corresponding accounts under the Buyer FSA in which such employee participates following the Employment Start Date; provided, however, that no such crediting shall be required or occur for a medical flexible spending account in the event the applicable Transferred Employee elects COBRA coverage with respect to such Transferred Employee’s medical flexible spending account under the Seller FSA. On and after the Employment Start Date, Buyer shall assume and be solely responsible for all claims for reimbursement by Transferred Employees, whether incurred prior to, on or after the Employment Start Date, that have not been paid in full as of the Employment Start Date, which claims shall be paid pursuant to and under the terms of the Buyer FSA, and Buyer shall indemnify and hold harmless Seller and its Affiliates from any and all claims by or with respect to Transferred Employees for reimbursement under the Seller FSA that have not been paid in full as of the Employment Start Date. Seller will continue to process any Seller FSA claims filed before the Employment Start Date and advise Buyer as to the approval or disapproval of payment of such claims. Buyer agrees to cause the Buyer FSA to honor and continue through the end of the plan year in which the Employment Start Date occurs the elections made by each Transferred Employee under the Seller FSA in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Employment Start Date. As soon as practicable following the Employment Start Date, Seller or Seller’s Affiliate shall cause to be transferred to Buyer an amount in cash equal to (A) the sum of all contributions to any Seller FSA made by all Transferred Employees before the Employment Start Date with respect to the plan year in which the Employment Start Date occurs, reduced by (B) the sum of (i) all claims incurred by the Transferre...

FSA. The Sub-Adviser is regulated by the Financial Services Authority ("FSA") in the conduct of investment business and nothing in this Agreement shall exclude any liability of the Sub-Adviser to the Fund arising under the Financial Services and Markets Act 2000, or any rules or regulations under it, or the FSA Rules. The Sub-Adviser is treating the Fund as an Intermediate Customer for the purpose of Rule 4.1.4 of the FSA's Conduct of Business Sourcebook. The Sub-Adviser currently has soft commission arrangements with Instinet and UBS Warburg.

FSA. Promptly after the Closing Date, Seller shall transfer and Purchaser shall accept the flexible spending account elections, liabilities and accounts (maintained pursuant to Code Sections 105 and 129) of the Transferred Employees under Seller’s Section 125 plan flexible spending arrangement. Promptly after the Closing Date, Seller shall cause to be transferred to Purchaser the aggregate net cash amount (determined immediately prior to the Closing) for contributions paid (but not yet reimbursed) by or on behalf of the Transferred Employees under Seller’s Section 125 plan flexible spending arrangement.

FSA. The FSA having notified the Purchaser pursuant to section 189(4)(a) of the FSMA that the FSA unconditionally approves of the Merger, or being treated as having given such approval pursuant to section 189(6) of that Act.

FSA. The Company may only make a Company Request as provided under Article 4 of this Subordinated Debt Securities Indenture provided that (a) upon CRD IV taking effect in the United Kingdom, such right shall only apply if, when and to the extent not prohibited by CRD IV, (b) the Company has notified the FSA of its intention to do so at least one month (or such other period, longer or shorter, as the FSA may then require or accept) prior to the Company making such Company Request and no objection thereto has been raised by the FSA or (if required) the FSA has provided its consent thereto and (c) the Company has satisfied the FSA that, after satisfaction and discharge of the Subordinated Debt Securities Indenture, the Company will be able to meet its capital resource requirements and have sufficient financial resources to satisfy the FSA’s overall financial adequacy rule, each as provided in the Capital Regulations (except to the extent the FSA no longer requires).

FSA. In respect of the Buyer's application to the FSA which is to be made pursuant to Clause 4.2.1 of this Agreement, the Buyer knows of no matter not described in the letter from the Buyer to the Seller of even date herewith relating to any proposed controller, director of a proposed controller or proposed approved person in respect of whom details are to be given to the FSA by the Buyer which might cause the FSA to refuse to give its approval for the purposes of Clause 4.1(a) of this Agreement.

FSA. With respect to the Notes only, Article 4 of the Base Indenture is amended by adding Section 4.04, which shall read as follows: