Release of IM-Security Interest in certain circumstances Sample Clauses

Release of IM-Security Interest in certain circumstances. The Parties acknowledge that (a) upon the occurrence of a Substitution or a Delivery, the substituting IM-Collateral or additional IM- Collateral transferred into the IM-Accounts will be deemed to be pledged or transferred by way of security, as the case may be, under the same conditions as the existing collateral and (b) upon the occurrence of a Substitution or a Return, the collateral removed from the IM-Accounts pursuant to such Substitution or Return will be automatically and immediately released from the IM-Security Interest. For the avoidance of doubt, a Substitution will not constitute a release of the IM-Security Interest, except in respect of the collateral which is substituted and removed from the IM-Accounts. All Posted Collateral from time to time standing to the credit of the IM-Accounts will remain subject to the IM-Security Interest.

Related to Release of IM-Security Interest in certain circumstances

Termination This Agreement may be terminated at any time prior to the Closing:
Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Entire Agreement The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
Notices All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
Miscellaneous a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.
WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and
Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.
Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.