NCM Inc Sample Clauses

NCM Inc. Tax Benefit Schedules. Within 30 calendar days after filing the U.S. Federal Income Tax Returns of NCM Inc. and NCM LLC for the relevant Covered Taxable Year, NCM Inc. shall provide to the Founding Members and the ESA Parties a schedule approved by the Audit Committee showing, in reasonable detail, the calculation of NCM Inc.’s Realized Tax Benefit or Realized Tax Detriment for such Covered Taxable Year (the “NCM Inc. Tax Benefit Schedule”). At the time NCM Inc. delivers an NCM Inc. Tax Benefit Schedule to the Founding Members and the ESA Parties, NCM Inc. shall (i) deliver to the Founding Members and the ESA Parties schedules and work papers providing reasonable detail regarding the preparation of such NCM Inc. Tax Benefit Schedule and an Advisory Firm Letter supporting such NCM Inc. Tax Benefit Schedule and (ii) allow the Founding Members and the ESA Parties reasonable access to the appropriate representatives at NCM Inc., NCM LLC, and the Advisory Firm in connection with their review of such schedules. Each NCM Inc. Tax Benefit Schedule shall become final and binding on the Parties unless the Founding Members or the ESA Parties, within 30 calendar days after receiving such Tax Benefit Schedule, provides NCM Inc. with a written notice of a material objection to such Tax Benefit Schedule made in good faith and specifying the reasons for such material objection. If the Founding Members or the ESA Parties, or both, and NCM Inc., negotiating in good faith, are unable to successfully resolve the issues raised in such written notice within 60 calendar days after such NCM Inc. Tax Benefit Schedule was delivered to the Founding Members and the ESA Parties, the Founding Members or the ESA Parties, or both, and NCM Inc. shall employ the Reconciliation Procedures.
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NCM Inc. Equity Incentive Plan. NCM LLC shall provide administrative supporting services with respect to operation, administration and required reporting for the NCM Inc. Equity Incentive Plan. Section 3.5(c) of the LLC Agreement shall govern the terms and conditions relating to authorization and issuance of additional units of NCM LLC in connection with equity compensation awards under the NCM Inc. Equity Incentive Plan to employees and other service providers of NCM Inc. and NCM LLC. The Board or a committee of the Board shall approve equity awards made under the plan.
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NCM Inc. Indemnification of NCM LLC. NCM Inc. shall indemnify, defend and hold harmless NCM LLC, its members and employees and directors, officers and agents of the members (the “NCM LLC Indemnified Parties”) from and against all Losses resulting directly or indirectly from any act or omission by NCM Inc. that constitutes willful misconduct or gross negligence; provided, however, NCM Inc. shall not be responsible for indemnifying or defending any of the NCM LLC Indemnified Parties or otherwise be liable to any of the NCM LLC Indemnified Parties with respect to any Losses for which NCM LLC is obligated to indemnify NCM Inc. as provided in Section 5.2.
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Related to NCM Inc

  • As the Financial Administrator The Financial Administrator shall provide the following services, in each case, subject to the control, supervision and direction of the respective Trust and its Board of Trustees/Directors (the “Board”) and in accordance with procedures which may be established from time to time between the Trust and the Financial Administrator (including the procedures established in the “Service Level Agreement” as defined in Section V of this Agreement): 1. Compile, review and deliver to the Trust, fund performance statistics including Securities and Exchange Commission (the “SEC”) yields, distribution yields and total returns; 2. Prepare and submit for approval by officers of the Trust a fund expense budget, review expense calculations and arrange for payment of the Trust’s expenses; 3. Prepare for review and approval by officers of the Trust financial information required for the Trust’s annual and semi-annual reports, proxy statements and other communications required or otherwise to be sent to shareholders; review text of “President’s Letter to Shareholders” and “Management’s Discussion of Financial Performance” as included in shareholder reports (which shall also be subject to review by the Trust’s legal counsel); 4. Prepare for review by an officer of and legal counsel for the Trust the Trust’s periodic financial reports required to be filed with the SEC on Form N-SAR and financial information required by Form N-1A, Form N-2, Form N-14, Form N-Q and Form 24F-2 and such other reports, forms or filings as may be mutually agreed upon; 5. Prepare reports, including media questionnaires and mutual fund publication surveys, relating to the business and affairs of the Trust as may be mutually agreed upon and not otherwise prepared by the Trust’s investment adviser, custodian, legal counsel or independent accountants; 6. Oversee and review calculations of fees paid to State Street and to the Trust’s investment adviser, shareholder servicing agent, distributor, custodian, fund administrator, fund accountant and transfer and dividend disbursing agent (“Transfer Agent”), in addition to the oversight and review of all asset based fee calculations; 7. Prepare fund income forecasts and submit for approval by officers of the Trust, recommendations for fund income dividend distributions; 8. Maintain continuing awareness of significant emerging regulatory and legislative developments which may affect the Trust, and provide related planning assistance where requested or appropriate; 9. Complete monthly preferred shares “asset coverage” test (as that term is defined in Section 18(h) of the 1940 Act) (the “1940 Act Test”) following the compliance procedures contained in Exhibit D attached hereto, as such Exhibit may be amended from time to time by mutual agreement of the parties (the “Compliance Procedures”); 10. Complete monthly preferred shares basic maintenance amount test for Fitch Ratings, Ltd. (“Fitch”) (the “Fitch Preferred Shares Basic Maintenance Test”) following the Compliance Procedures; and 11. Complete monthly preferred shares basic maintenance amount test for ▇▇▇▇▇’▇ Investors Service, Inc. (“▇▇▇▇▇’▇”) (the “▇▇▇▇▇’▇ Preferred Shares Basic Maintenance Test”) following the Compliance Procedures. See First Amendment, dated 3/1/11, effective 3/25/11 The Financial Administrator shall provide the office facilities and the personnel required by it to perform the services contemplated herein.

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park ▇▇▇▇▇, ▇▇ ▇▇▇-▇▇-▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇, Bermuda (the "Guarantor")

  • NETLINK MANAGEMENT PTE LTD. (in its capacity as trustee of NetLink Trust) (Company Registration Number: 201704784C), a company incorporated in Singapore with its registered address at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Road, #07-03 Viva Business Park Singapore 469005 (“NLT”) AND

  • Financial Services Article 116

  • Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.