PFPC Clause Samples

The PFPC clause, which stands for "Post-Financial Performance Condition," establishes specific financial benchmarks or performance criteria that must be met after a certain event or period in a contract. Typically, this clause outlines the metrics, such as revenue targets or profit margins, that a party must achieve, and may detail the consequences if these conditions are not satisfied, such as adjustments to payments or triggering of additional obligations. Its core practical function is to ensure that contractual commitments are tied to measurable financial outcomes, thereby aligning incentives and managing risk between the parties.
PFPC. As used in this Agreement, "PFPC" means Provident Financial Processing Corporation.
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PFPC. PFPC maintains for its functions and activities and will continue to maintain insurance coverages of the type and with limits appropriate for the businesses carried on pursuant to this Agreement, including at least the following insurance coverages: (i) brokers blanket bond with standard coverage for employee dishonesty, fraud, forgery, and similar coverages normally included in a brokers blanket bond or similar fidelity bond applicable to the transfer agency
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PFPC. The Fund shall not be responsible for, and PFPC shall assume responsibility for and indemnify and hold the Fund and the applicable Series harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses, and liability arising out of or attributable to: (i) Fraudulent acts, negligent acts, and mistakes, errors and omissions of the types covered by the insurance policies maintained by PFPC pursuant to the provisions of Subsection 13(b), regardless of whether the amount of the loss would be payable by the insurer or would be payable by PFPC because the loss would exceed the limits of the policy or would be within the self-retention layer or deductible, provided such fraudulent acts, negligence acts or mistakes, errors or omissions were committed by directors, officers, employees, agents or subcontractors of PFPC (other than the Fund or its Series, or trustees, directors, officers, employees, agents, or subcontractors) in connection with PFPC's performance of its functions or businesses and would cause a loss to the Fund or its shareholders or to PFPC. (ii) PFPC's lack of good faith, negligence, or willful misconduct which arise out of the breach of any representation or warranty of PFPC hereunder. (iii) The reliance on or use by the Fund, its agents or subcontractors of information, records, documents, or services which (i) are received by the Fund or its agents or subcontractors, and (ii) have been prepared, maintained or performed by PFPC and/or any other person or firm on behalf of PFPC. (iv) The reliance on, or the carrying out by the Fund or its agents or subcontractors of any instructions or request of PFPC. (v) In order that the indemnification provisions contained herein shall apply, upon the assertion of a claim for which PFPC may be required to indemnify the Fund, the Fund shall promptly notify PFPC of such assertion, and shall keep PFPC advised with respect to all developments concerning such claim. PFPC shall have the option to participate with the Fund in the defense of such claim or to defend against such claim in its own name or through its insurance company or in the name of the Fund. The Fund shall in no case confess any claim or make any compromise in any case in which PFPC may be required to indemnify the Fund except with PFPC's prior written consent.
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Related to PFPC

  • Sponsor The Sponsor is authorized to prepare, or cause to be prepared, execute and deliver on behalf of the Trust, any such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. Upon written request, the Owner Trustee shall execute and deliver to the Sponsor a limited power of attorney appointing the Sponsor as the Trust’s agent and attorney-in-fact to prepare, or cause to be prepared, execute and deliver any such documents, reports, filings, instruments, certificates and opinions.

  • EMPLOYEE-MANAGEMENT ADVISORY COMMITTEE 10.01 The Parties to this Collective Agreement agree to establish Employee-Management Advisory Committee(s) (EMAC) within the sites. Each Committee will consist of a maximum of six (6) persons with equal representation from the Parties. 10.02 In a site that has an established mechanism(s) that performs the functions of the EMAC as described in Clause 10.08 and where the mechanism(s) provides for the representation from this bargaining unit then the Employer and the Union Representative may mutually agree to waive Clause 10.01. 10.03 The representatives of the Employer on EMAC shall be those persons or alternates employed and designated by the Employer from time-to-time. 10.04 The representatives of the Union on EMAC shall be those Employees or Employee alternates designated by the Local from time-to-time. 10.05 The Parties mutually agree that the representatives of the Employer and the Union on EMAC should be the persons in authority whose membership should be as constant as reasonably possible with a minimum of alteration or substitution. 10.06 The Chair on EMAC shall be the senior representative of the Employer, and the Vice-Chair shall be the senior representative of the Union. 10.07 EMAC shall meet at a mutually acceptable hour and date. Either the Chair or the Vice-Chair may mutually call a special meeting to deal with urgent matters. 10.08 It is the function of EMAC to consider matters of mutual concern affecting the relationship of the Employer to its Employees and to advise and make recommendations to the Employer and the Union with a view to resolving difficulties and promoting harmonious relations between the Employer and its Employees. Zone matters of mutual concern may be referred to the Joint Task Force. 10.09 Either the Employer or the Union may have experts or advisors present at meetings of EMAC to make submissions to or to assist EMAC in the consideration of any specific problem. Each Party shall give the other reasonable advance notice of the anticipated presence of such experts or advisors. 10.10 Where an EMAC has not been established within a site, the Union may request a meeting with the designated Human Resources Department to discuss the formation of EMAC(s). 10.11 Within thirty (30) days of the request, the Parties will meet to discuss membership and subsequent development of Terms of Reference in accordance with Article 10: Employee Management Advisory Committee. (a) Every effort will be made by the Parties to schedule this Committee meeting during an appointed Employee’s regular working hours; and (b) In continuous operations, when (i) an Employee is not scheduled to work; and (ii) it is not possible to schedule the meetings during a time when the Employee is scheduled to work; and (iii) no alternate attendee is available or appropriate to attend, an Employee who attends a EMAC meeting shall be paid at the basic hourly rate of pay. 10.13 Time spent in meetings of this Committee (inclusive of travel time) during an Employee’s scheduled working hours shall be considered time worked and the Basic Rate of Pay will be paid to such Employees. 10.14 Where applicable, an Employee shall be entitled to claim travel time expenses in accordance with Article 38: Transportation and Subsistence.

  • Sub-Advisor The U.K. Sub-Advisor shall pay the salaries and fees of all personnel of the U.K. Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.

  • Merchant has the power and authority to authorize the automatic funds transfer provided for in the Merchant Agreement;

  • Dealer Manager Agreement The Dealer Manager has entered into a Dealer Manager Agreement (the “Dealer Manager Agreement”) with the Company dated [ , 2016], attached hereto as Exhibit “A.” Except as otherwise specifically stated herein, all terms used in this Agreement have the meanings provided in the Dealer Manager Agreement. As described in the Dealer Manager Agreement, the Company has filed one or more registration statements with the SEC that are listed on Schedule 1 to the Dealer Manager Agreement (each, a “Registration Statement”), which Schedule 1 may be amended from time to time with the written consent of the Company and the Dealer Manager. Any new Registration Statement will be added to Schedule 1 upon its initial effectiveness with the SEC. Each Registration Statement shall register an ongoing offering (each, an “Offering”) of Common Stock, which may consist of Class T, Class S, Class D and/or Class I shares of Common Stock (the “Shares”). Notwithstanding the foregoing, if any new Registration Statement is added to Schedule 1 to the Dealer Manager Agreement, the Dealer Manager will give the Dealer written notice of such addition. Schedule 1 to the Dealer Manager Agreement may be amended from time to time with the written consent of the Company and the Dealer Manager. However, the addition or removal of Registration Statements from Schedule 1 to the Dealer Manager Agreement shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the Company, the Dealer Manager and the Dealer prior to such amendments to Schedule 1 to the Dealer Manager Agreement. It is possible that more than one Registration Statement may be listed on Schedule 1 during times of transition from one Registration Statement to another, during which time offers or sales may be made pursuant to either Registration Statement. In such event, the Dealer Manager shall (a) communicate to the Dealer details about the transition from one Registration Statement to the next, including when sales may be made pursuant to the most recent Registration Statement and when sales will cease pursuant to the older Registration Statement and (b) provide the Dealer with sufficient copies of the appropriate Prospectus and other offering materials in order to continue to make offers and sales throughout such transition period.