Prudential. Bache Securities Inc. ("Prudential-Bache"), a registered broker-dealer, (ii) The Prudential Insurance Company of America ("Prudential"), (iii) Pruco Securities Corporation, a registered broker-dealer, (iv) any Prudential-Bache or Prudential subsidiary or affiliate duly registered as a broker-dealer and/or a transfer agent pursuant to the 1934 Act or (vi) any other Prudential-Bache or Prudential affiliate or subsidiary; provided, however, that PMFS shall be as fully responsible to the Fund for the acts and omissions of any agent or subcontractor as it is for its own acts and omissions.
Prudential will promptly notify each Participant, and each Beneficiary of a deceased Participant whose Account has not been cancelled, that the request has been received. Each notified person may elect, within 30 days following his receipt of the notice from Prudential, to have his Account cancelled and included in the transfer payment to be made. Each person who does not make this election will have his Account retained under this contract pursuant to its terms. All Accounts of Participants and Beneficiaries who make the election will be cancelled as of the Transfer Date. A single liquidation account will be established equal to the sum of the Withdrawal Values expressed in Units of the cancelled Accounts. On the Transfer Date Prudential will withdraw the Units from the liquidation account. The product of the number of Units withdrawn and the Unit Value for the day of withdrawal will be transferred within seven days thereafter. Instead of making the transfer payment in cash, Prudential may make all or a part of it in the form of securities representing a uniform percentage of each holding of the separate investment account described in section 2.1. The Contract-Holder may notify Prudential that this section 3.4(b) is to be inoperative. This section may be changed as provided in section 5.1.
Prudential undertakes to Xxxxxxx at any time and from time to time on or after Completion to execute and deliver (or procure the execution and delivery by another Prudential Group Company of) all such instruments of assumption and acknowledgement or take such other action as Xxxxxxx may reasonably request in order to effect the release and discharge in full of each Xxxxxxx Group Company from any Xxxxxxx Group Company Guarantee to which it is a party.
Prudential and Xxxxxxx shall only provide assistance to any Other Group company in respect of making any claim referred in paragraph 2 to the extent that such assistance from such party would not, in the reasonable opinion of such party, constitute a regulated activity for the purposes of FSMA and any related legislation or would otherwise constitute a regulated or unlawful activity under applicable law.
Prudential will continue to have responsibility for all investment advisory services under its advisory or subadvisory agreements with respect to its Clients.
Prudential and Xxxxxxx shall establish a separation committee to review and assist in the implementation of this Agreement after Completion, to consider any additional issues arising from the implementation of the Demerger and to determine any disputes which may arise between members of the Prudential Group and of the Xxxxxxx Group (“Separation Committee”).
Prudential. COM] ------------------ DEFINITIONS