GMO Sample Clauses

GMO. GMO represents and warrants to IMCO that (i) the retention of GMO by IMCO as contemplated by this Agreement is authorized by GMO's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which GMO 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 GMO and when executed and delivered by GMO will be a legal, valid and binding obligation of GMO, enforceable against GMO 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) GMO is registered as an investment adviser under the Advisers Act; (v) GMO has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and instituted implementation procedures and that GMO 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 shall cause its employees, officers, partners, and directors to furnish to IMCO all reports and information required to be provided under Rule 17j-1(c)(2) with respect to such persons; (vi) GMO 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) GMO will promptly notify IMCO of the occurrence of any event that would disqualify GMO from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) GMO 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) GMO will notify IMCO of any "assignment" (as defined in the 1940 Act) of this Agreement or xxxxxx xf control of GMO, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of GMO, in each case prior to or promptly after, such change; and (x) GMO has adequate disaster recovery and interruption prevention measures reasonably designed to ensure business resumption in accordance...
AutoNDA by SimpleDocs
GMO. GMO shall indemnify and hold harmless the Company, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling perxxxx xxxreof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act))(collectively, IMCO Indemnities) for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the 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 caused by (i) any negligence, willful misconduct, bad faith or reckless disregard of any GMO Indemnities (defined below in section 5(b)) in the performance of their 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 GMO 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 GMO Indemnities (as defined below) for use therein.
GMO. Subvendor shall ensure the absence of GMO ingredients in the production of the goods supplied hereunder. Subvendor shall provide Supplier and Barilla both appropriate documentation and periodical analytical results on all raw materials of GMO risk. Criteria relating to GMO risk shall be agreed upon by Supplier and Subvendor.

Related to GMO

  • PRODUCER Provide the producer’s name, address (including country), e-mail address, and telephone number, if different from the certifier or exporter or, if there are multiple producers, state “Various” or provide a list of producers. A person who wishes for this information to remain confidential may state “Available upon request by the importing authorities”. The address of a producer shall be the place of production of the good in a Party’s territory.

  • Staffing Consultant will designate in writing to Authority its representative, and the manner in which it will provide staff support for the project, which must be approved by Authority. Consultant must notify Authority’s Contract Representative of any change in personnel assigned to perform work under this Contract, and the Authority’s Contract Representative has the right to reject the person or persons assigned to fill the position or positions. The Authority’s Contract Representative shall also have the right to require the removal of the Consultant’s previously assigned personnel, including Consultant’s representative, provided sufficient cause for such removal exists. The criteria for requesting removal of an individual will be based on, but not limited to, the following: technical incompetence, inability to meet the position’s qualifications, failure to perform, poor attendance, ethics violation, unsafe work habits, or damage to Authority or other property. Upon notice for removal, Consultant shall replace such personnel with personnel substantially equal in ability and qualifications for the positions and shall submit the proposed replacement personnel qualification and abilities to the Authority, in writing, for approval.

  • Homework In addition to regular attendance at scheduled classes, each student will be required to devote additional time each week outside the classroom to study and work on assignments.

  • SDBE The Contractor shall comply with all applicable provisions of Article III of Chapter 18 of the Durham City Code (Equal Business Opportunities Ordinance), as amended from time to time. The failure of the Contractor to comply with that article shall be a material breach of contract which may result in the rescission or termination of this contract and/or other appropriate remedies in accordance with the provisions of that article, this contract, and State law. The Participation Plan submitted in accordance with that article is binding on the Contractor. Section 18-59(f) of that article provides, in part, “If the City Manager determines that the Contractor has failed to comply with the provisions of the Contract, the City Manager shall notify the Contractor in writing of the deficiencies. The Contractor shall have 14 days, or such time as specified in the Contract, to cure the deficiencies or establish that there are no deficiencies.” It is stipulated and agreed that those two quoted sentences apply only to the Contractor’s alleged violations of its obligations under Article III of Chapter 18 and not to the Contractor’s alleged violations of other obligations.

  • The Merchant (Customer) undertakes to comply with all the terms and conditions of this contract and all laws relevant to the subject matter of this contract.

  • Bypass Any of the steps in this procedure may be bypassed with mutual written consent of the parties involved at the time the bypass is sought.

  • Geometric visibility The visibility of the illuminating surface, including its visibility in areas which do not appear to be illuminated in the direction of observation considered, shall be ensured within a divergent space defined by generating lines based on the perimeter of the illuminating surface and forming an angle of not less than 5° with the axis of reference of the headlamp. The origin of the angles of geometric visibility is the perimeter of the projection of the illuminating surface on a transverse plane tangent to the foremost part of the lens of the headlamp.

  • Assignor[s] [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

  • Staffing Plan 8.l The Board and the Association agree that optimum class size is an important aspect of the effective educational program. The Polk County School Staffing Plan shall be constructed each year according to the procedures set forth in Board Policy and, upon adoption, shall become Board Policy.

  • Franchisee A “franchisee” is a retailer or distributor who is authorized or permitted, under a franchise, to use a trademark in connection with the sale, consignment, or distribution of motor fuel.

Time is Money Join Law Insider Premium to draft better contracts faster.