Goldman Sachs Sample Clauses

Goldman Sachs. 10 Mergeco.....................................................................................1
Goldman Sachs. From and after the Fourth Amendment Effective Date, each of Goldman Sachs Bank USA (“GSB”) and Goldman Sachs Lending Partners LLC (“GSLP” and together with GSB, each, a “New GS Lender”) shall, in accordance with Section 2.2 of this Agreement, be a party to the Credit Agreement and the Lender Loss Sharing Agreement and have all of the rights and obligations of a Lender and a Revolving Lender and (i) in the case of GSB, a U.S. Revolving A Lender, a Revolving B Lender, a Canadian Revolving Lender, and a European (GNU) Revolving Lender and (ii) in the case of GSLP, a Spanish Revolving Lender and an Australian Revolving Lender, in each case, thereunder and under the other Credit Documents. Each New GS Lender (a) confirms that it has received copies of the Credit Agreement, the Lender Loss Sharing Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and provide its portion of the Commitments on the Fourth Amendment Effective Date in accordance with Section 2.2 of this Agreement; (b) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Credit Documents; (c) confirms that it is and can be an Eligible Assignee; (d) appoints and authorizes the Administrative Agent, the Collateral Agent and Australian Security Trustee to take such action as agent or trustee on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent, the Collateral Agent and Australian Security Trustee by the terms thereof, together with such powers as are reasonably incidental thereto; (e) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement, the Lender Loss Sharing Agreement and the other Credit Documents are required to be performed by it as a “Lender”, a “Revolving Lender” and (i) in the case of GSB, a “U.S. Revolving A Lender”, a “Revolving B Lender”, a “Canadian Revolving Lender”, and a “European (GNU) Revolving Lender” and (ii) in the case of GSLP, a “Spanish Revolving Lender” and an “Australian Revolving Lender”, in eac...
Goldman Sachs. The term "Goldman Sachs" shall mean Goldman, ------------- Sachs & Co.
Goldman Sachs. From and after the Fourth Amendment Effective Date, GSB (a) confirms, for the benefit of the Administrative Agent and the UK Borrowers, that it is a U.K. Treaty Lender and (b) confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number: 13/G/351779/DTTP) and is tax resident in the USA, so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax, and requests that the Company notify (x) each U.K. Borrower which is a party to the Credit Agreement as a U.K. Borrower as at the Fourth Amendment Effective Date (after giving effect to this Agreement) and (y) each U.K. Borrower which becomes a U.K. Borrower after the Fourth Amendment Effective Date, that it wishes that scheme to apply to the Credit Agreement.

Related to Goldman Sachs

  • LEHMAN BROTHERS INC., as advisor, sole lead arranger and sole bookrunner (in such capacity, the "Arranger"), SUNTRUST BANK, as syndication agent (in such capacity, the "Syndication Agent"), BANK LEUMI USA, as co-administrative agent (in such capacity, the "Co-Administrative Agent"), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the "Administrative Agent").

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Fortis Benefits represents and warrants that (i) it is an insurance company duly organized, validly existing and in good standing under the laws of the State of Minnesota and has full corporate power, authority and legal right to execute, deliver and perform its duties and comply with its obligations under this Agreement, (ii) it has legally and validly established and maintains the Separate Account as a segregated asset account under Section 61A.14 of the Minnesota Insurance Code, and (iii) the Contracts comply in all material respects with all other applicable federal and state laws and regulations.

  • INVESTMENT MANAGEMENT AGREEMENT The Trust shall pay the Manager, at the end of each calendar month, compensation computed at an annual rate equal to the following: (as a percentage of average daily net assets) First $1 Billion Next $1 Billion Next $3 Billion Next $5 Billion Thereafter Multimanager Aggressive Equity Portfolio 0.650 % 0.600 % 0.575 % 0.550 % 0.525 % Multimanager Large Cap Core Equity Portfolio 0.900 % 0.850 % 0.825 % 0.800 % 0.775 % Multimanager Large Cap Growth Portfolio 0.900 % 0.850 % 0.825 % 0.800 % 0.775 % Multimanager Large Cap Value Portfolio 0.900 % 0.850 % 0.825 % 0.800 % 0.775 % Multimanager Mid Cap Growth Portfolio 1.100 % 1.050 % 1.025 % 1.000 % 0.975 % Multimanager Mid Cap Value Portfolio 1.100 % 1.050 % 1.025 % 1.000 % 0.975 % Multimanager International Equity Portfolio 1.050 % 1.000 % 0.975 % 0.950 % 0.925 % Multimanager Technology Portfolio 1.200 % 1.150 % 1.125 % 1.100 % 1.075 % Multimanager Health Care Portfolio 1.200 % 1.150 % 1.125 % 1.100 % 1.075 % Multimanager Small Cap Growth Portfolio 1.05 % 1.00 % 0.975 % 0.950 % 0.925 % Multimanager Small Cap Value Portfolio 1.05 % 1.00 % 0.975 % 0.950 % 0.925 % First $1.5 Billion Next $1 Billion Next $1 Billion Next $2.5 Billion Thereafter Multimanager Core Bond Portfolio 0.600 % 0.575 % 0.550 % 0.525 % 0.500 % First $750 Million Next $750 Million Next $1 Billion Next $2.5 Billion Thereafter

  • Investment Banking Services Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, during the period beginning 180 days prior to the initial confidential submission of the Registration Statement and ending on the Effective Date, no Member and/or any person associated or affiliated with a Member has provided any investment banking, financial advisory and/or consulting services to the Company.

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Financial Advisors No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Purchaser in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

  • Investment Management Services (a) The Manager shall manage the Fund’s assets subject to and in accordance with the investment objectives and policies of the Fund and any directions which the Trust’s Board of Trustees may issue from time to time. In pursuance of the foregoing, the Manager shall make all determinations with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, and shall take such steps as may be necessary to implement the same. Such determinations and services shall include determining the manner in which any voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s investment securities shall be exercised. The Manager shall render or cause to be rendered regular reports to the Trust, at regular meetings of its Board of Trustees and at such other times as may be reasonably requested by the Trust’s Board of Trustees, of (i) the decisions made with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, (ii) the reasons for such decisions and (iii) the extent to which those decisions have been implemented.

  • Sub-Investment Advisers The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers to execute the Trust's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

  • Investment Management Fee For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month. If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii). If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers and reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered. To the extent that waivers and reimbursements by the Advisor required by such limitations are in excess of the Advisor's management fee, the Investment Management Fee paid to the Sub-Advisor will be reduced to zero for that month, but in no event shall the Sub-Advisor be required to reimburse the Advisor for all or a portion of such excess reimbursements.