Legally Required Company Actions Sample Clauses

Legally Required Company Actions. The Administrator shall give the Company timely notice of any Legally Required Company Actions including, without limitation, filings with insurance regulators and other Governmental Authorities, which relate principally to the Covered Insurance Policies, the Separate Accounts or the portion of the Shared Separate Account that relates to the Covered Insurance Policies and, subject to the Company Actions where required and to the extent reasonably practicable, will prepare in a timely manner the forms of any documentation required for the Company to comply therewith, and the Company will cooperate with the Administrator to the extent necessary to allow the Administrator to fulfill such obligations.
AutoNDA by SimpleDocs
Legally Required Company Actions. The Administrator will give the Company timely notice of any Legally Required Company Actions, including, without limitation, filings with insurance regulators, other Governmental Authorities and guaranty associations and filings and premium, and other Tax returns with taxing authorities, which, in each case, relate to the Policies, the Post-Closing Policies or the Separate Accounts. The Administrator will, not less than forty-five (45) calendar days prior to the date on which such filings are required, provide to the Company all information with respect to the Policies, the Post-Closing Policies and the Separate Accounts that may be required for the Company to prepare such filings and Tax returns in a timely fashion. However, all such information necessary for the preparation of any federal or state income Tax return will be provided by April 30th following the end of the taxable year. The Administrator, in accordance with and subject to the terms and conditions of Section 3.11 of the XXXX Coinsurance Agreement and Section 3.10 of the ALIAC Coinsurance Agreement, will pay to the Company on a monthly basis an advance against the Administrator's liabilities for premium Taxes payable by the Company and assessments to the Company by state guaranty or insolvency or similar associations or funds, to the extent that such Taxes and assessments are allocable to Premiums paid on or after the Effective Date. In addition, the Administrator will be responsible for complying with all applicable reporting, withholding and disclosure requirements under the Code and state and local Tax laws with respect to the Policies, the Post-Closing Policies and Separate Accounts, and the Company will cooperate with the Administrator to the extent necessary to allow the Administrator to fulfill its responsibilities.
Legally Required Company Actions. The Parties hereby agree that, notwithstanding anything to the contrary herein, the Company or its Affiliates shall, for the term of this Agreement, retain exclusive authority and responsibility to perform Legally Required Company Actions.
Legally Required Company Actions. The Administrator shall give the Company timely notice of any Legally Required Company Actions which relate principally to the Administered Business, including, without limitation, filings with insurance regulators and other Governmental Authorities. The Administrator will prepare in a timely manner the forms of any documentation related to the Administered Business that are required for the Company to comply with Legally Required Company Actions, and in each case provide such documentation to the Company and, upon request, to any of the Company’s Affiliates that are involved in the review of such documentation, in each case sufficiently in advance of the applicable proposed filing date or deadline so as to afford the Company and any such Affiliates with sufficient time to meaningfully review such document. The Company shall cooperate with the Administrator to the extent necessary to allow the Administrator to fulfill such obligations.
Legally Required Company Actions. From and after the Effective Date, Administrator will give the Companies timely notice of any Legally Required Company Action insofar as they arise out of the Services for the Subject Business, including, without limitation, filings with insurance regulators and other Government Entities, which, in each case, relate to the Subject Business. Administrator will, reasonably prior to the date on which such filings are required, provide to the Companies all information with respect to the Subject Business that may be required by it to prepare and make such filings. In addition, Administrator shall cooperate with the Companies and provide such information necessary for them to comply with all applicable reporting, withholding and disclosure requirements under the federal Internal Revenue Code and state and local tax laws with respect to the Subject Business.
Legally Required Company Actions. (a) To the extent the Administrator is made aware of any Legally Required Company Actions, the Administrator will give each Company notice of such Legally Required Company Action, including, without limitation, filings with insurance regulators, other Governmental Authorities and guaranty associations and filings of Tax returns with taxing authorities, which, in each case, relate to the Administered Business. Each Company agrees to act in good faith to utilize the Administrator to the greatest extent practicable to limit the expenses of such Company that the Administrator is required to reimburse under Section 2.03(b). Notwithstanding the foregoing, nothing in this Agreement requires the Administrator to provide legal advice to the Companies. In addition, no action taken by the Administrator pursuant to this Agreement shall constitute legal advice.
Legally Required Company Actions. The Reinsurer will give the Company timely notice of any Legally Required Company Actions, including, without limitation, filings with insurance regulators, other Governmental Entities and guaranty associations and filings and premium and other Tax returns with taxing authorities, which, in each case, relate to the Policies and Post-Closing Policies, and the Separate Accounts. The Reinsurer will, reasonably prior to the date on which such filings are required, provide to the Company all information with respect to the Policies and Post-Closing Policies and the Separate Accounts that may be required for the Company to prepare such filings and Tax returns in a timely fashion. However, all such information necessary for the preparation of any federal or state income Tax return will be provided no later than May 31st following the end of the taxable year. In addition, the Reinsurer will be responsible for complying with all applicable reporting, withholding and disclosure requirements under the Code and state and local Tax laws with respect to the Policies and Post-Closing Policies and the Separate Accounts, and the Company will cooperate with the Reinsurer to the extent necessary to allow the Reinsurer to fulfill its responsibilities.
AutoNDA by SimpleDocs
Legally Required Company Actions. 5 3.07 Responsibilities of the Service Provider....................... 6
Legally Required Company Actions. With regard to any actions the Company is required by Applicable Law or Governmental Entities to take without the Service Provider acting on its behalf, including, without limitation, filings with insurance regulators, other Governmental Entities and guaranty associations and filings and premium and other Tax returns with taxing authorities, which, in each case, relate to the Policies (the "Legally Required Company Actions"), the Service Provider will, not less than thirty (30) calendar days (or if such time frame is not feasible, then that number of days which is reasonably feasible) prior to the date on which such filings are required, provide to the Company all information with respect to the Policies that may be required for the Company to prepare such filings and Tax returns in a timely fashion. However, all such information necessary for the preparation of any federal or state income Tax return will be provided by April 30th following the end of the taxable year. In addition, the Service Provider will be responsible for complying with all applicable reporting, withholding and disclosure requirements under the Code and state and local Tax laws with respect to the Policies, and the Company will cooperate with the Service Provider to the extent necessary to allow the Service Provider to fulfill its responsibilities.

Related to Legally Required Company Actions

  • Legally Required Disclosures If a subpoena or other legal process concerning Confidential Information is served upon any party hereto pertaining to the subject matter hereof, the party served shall notify the other party immediately, the other party shall cooperate with the party served, at the other party’s expense, in any effort to contest the validity of such subpoena or other legal process. This Section 10.3 shall not be construed in any way to limit any party’s ability to satisfy any disclosure of its relationship with the other party required by any governmental authority.

  • Additional Federally Required Orders/Directives Both parties shall comply with the following laws and directives, where applicable:

  • Legally Required Disclosure Notwithstanding the foregoing, to the extent the Employee is required by law to disclose any Confidential Information, the Employee will be permitted to do so, provided that notice of this requirement is delivered to the Company in a timely manner, so that the Company may contest such potential disclosure.

  • Company Actions (a) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule 14D-9”) that shall, subject to the terms hereof, including the provisions of Section 7.02, contain the Company Recommendation. The Company agrees to take all steps necessary to cause the Schedule 14D-9 to be prepared and filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by the Exchange Act to be set forth in the Schedule 14D-9. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to promptly correct any material information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect or as otherwise required by applicable Law. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected (if applicable), to be filed with the SEC and disseminated to the shareholders of the Company, in each case as and to the extent required by the Exchange Act. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Schedule 14D-9, and shall promptly provide Parent and Merger Sub with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of the Schedule 14D-9 (including any amendments or supplements thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Schedule 14D-9, the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on such Schedule 14D-9 or response, and the Company shall give reasonable consideration to any such comments. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation contained in the Schedule 14D-9.

  • Investment Company Act Compliance The Borrower is not, nor is the Borrower directly or indirectly controlled by or acting on behalf of any Person which is, an "investment company" or an "affiliated person" of an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

  • Holding Company and Investment Company Acts Neither the Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935; nor is it an "investment company", or an "affiliated company" or a "principal underwriter" of an "investment company", as such terms are defined in the Investment Company Act of 1940.

  • Investment Company Act, Etc Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from or registration or filing with, any Governmental Authority in connection therewith.

  • Investment Company Act Status The Company is not, and as a result of the consummation of the transactions contemplated by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement the Company will not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

  • Company Action Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

  • Investment Company Act of 1940 Engage in any business, enter into any transaction, use any securities or take any other action or permit any of its Subsidiaries to do any of the foregoing, that would cause it or any of its Subsidiaries to become subject to the registration requirements of the Investment Company Act of 1940, as amended, by virtue of being an “investment company” or a company “controlled” by an “investment company” not entitled to an exemption within the meaning of such Act.

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