SALE TO TRUSTEE Sample Clauses

SALE TO TRUSTEE. 20.1 Should the PURCHASER sign this Agreement as Trustee for a company or close corporation to be registered or on behalf of another person or should the PURCHASER nominate another person as purchaser in his place, then he shall be personally liable as PURCHASER for the proper performance of all the terms and conditions of this Agreement, if:

Related to SALE TO TRUSTEE

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.
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.
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.
Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:
WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and
Termination This Agreement may be terminated at any time prior to the Closing:
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:
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.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.