Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.
LIFE COMPANY TO PROVIDE DOCUMENTS; INFORMATION ABOUT AVIF (a) LIFE COMPANY will provide to AVIF or its designated agent at least one (1) complete copy of all SEC registration statements, Account Prospectuses, reports, any preliminary and final voting instruction solicitation material, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to each Account or the Contracts, contemporaneously with the filing of such document with the SEC or other regulatory authorities.
CONFIDENTIALITY OF TRUST PORTFOLIO HOLDINGS The Subadviser agrees to treat Trust portfolio holdings as confidential information in accordance with the Trust’s “Policy Regarding Disclosure of Portfolio Holdings,” as such policy may be amended from time to time, and to prohibit its employees from trading on any such confidential information.
Company SEC Documents; Undisclosed Liabilities (a) The Company has filed with or furnished to the SEC, on a timely basis, all registration statements, reports, proxy statements and other documents with the SEC required to be filed or furnished since October 31, 2013 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements, reports and documents may have been amended since the date of their filing, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Documents), or in the case of amendments thereto, as of the date of the last such amendment (but only amendments prior to the date of this Agreement in the case of any Company SEC Document with a filing or effective date prior to the date of this Agreement), the Company SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act or the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Disclosure about Sub-Adviser The Sub-Adviser has reviewed the most recent Post-Effective Amendment to the Registration Statement for the Trust filed with the SEC that contains disclosure about the Sub-Adviser, and represents and warrants that, with respect to the disclosure about the Sub-Adviser or information relating, directly or indirectly, to the Sub-Adviser, such Registration Statement contains, as of the date hereof, no untrue statement of any material fact and does not omit any statement of a material fact which was required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Sub-Adviser further represents and warrants that it is a duly registered investment adviser under the Advisers Act and will maintain such registration so long as this Agreement remains in effect. The Sub-Adviser will provide the Manager with a copy of the Sub-Adviser’s Form ADV, Part II at the time the Form ADV is filed with the SEC.
Information Concerning Subadviser Assets and Subadviser From time to time as the Adviser or the Trust reasonably may request in good faith, the Subadviser will furnish the requesting party reports on portfolio transactions and reports on the Subadviser Assets, all in such reasonable detail as the parties may reasonably agree in good faith. The Subadviser will also inform the Adviser in a timely manner of material changes in portfolio managers responsible for Subadviser Assets, any changes in the ownership or management of the Subadviser, or of material changes in the control of the Subadviser. Upon the Trust’s or the Adviser’s reasonable request, the Subadviser will make available its officers and employees to meet with the Trust’s Board of Trustees to review the Subadviser Assets via telephone on a quarterly basis and on a less frequent basis as agreed upon by the parties in person. Subject to the other provisions of this Agreement, the Subadviser will also provide such information or perform such additional acts with respect to the Subadviser Assets as are reasonably required for the Trust or the Adviser to comply with their respective obligations under applicable laws, including without limitation, the Code, the 1940 Act, the Advisers Act, and the Securities Act, and any rule or regulation thereunder.
Company SEC Documents The Company has filed with the Commission all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 2000 under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the time of filing, together with the Form S-4 filed by Genesis on August 29, 2002, which includes the Company's preliminary proxy statement, collectively, the "COMPANY SEC DOCUMENTS"). The Company SEC Documents, including any financial statements or schedules included in the Company SEC Documents, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The financial statements of the Company included in the Company SEC Documents at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively and, in the case of any the Company SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and fairly present in all material respects (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. None of the Company's Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the Nasdaq Stock Market, Inc.'s National Market, any stock exchange or any other comparable Governmental Authority.
Initial Purchasers' Information The parties hereto acknowledge and agree that, for all purposes of this Agreement, the Initial Purchasers’ Information consists solely of the following information in the Time of Sale Information or the Final Offering Memorandum: the statements in the third paragraph, the fourth and fifth sentences of the thirteenth paragraph and the fifteenth paragraph under “Plan of Distribution” in the Final Offering Memorandum.
Resignation as L/C Issuer after Assignment Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer. In the event of any such resignation as L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
How Do I Get More Information? This Settlement Notice does not fully describe all of the claims, defenses, or contentions of the parties. If you have questions about this Notice or the Action, please do not contact the Court. If you have questions regarding the Settlement, you can call Class Counsel at 0-000-000-0000, email Class Counsel at xxxxxxx@xxxxxxxxxxxxxxxxx.xxx, call the Settlement Administrator at 0-000-000-0000, write to the Settlement Administrator at JPM Stable Value Fund Litigation c/o JND Class Action Administration, P.O. Box 91304, Seattle, WA 98111, or go to the following website: xxx.xxxxxxxxxxxxxxxxx.xxx where you will find the Court’s order certifying the Class, the Plaintiffs’ Consolidated and Amended Complaint, the Defendants’ Answer to the Consolidated and Amended Complaint, the Settlement Agreement, and information regarding the day, time, and location of the Fairness Hearing once it has been scheduled by the Court. Other filings with the Court and information regarding the Settlement are also available online. Dated: , 2017 BY THE ORDER OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ATTACHMENT 1 PLAN SPONSOR 1 1888 XXXXX, LLC 2 X.X. XXXXXXXX CO., INC. 3 ABILENE CHAMBER OF COMMERCE 4 ABITIBI CONSOLIDATED SALES CORPORATION 5 ACCE BENEFIT TRUST 6 ACCE BENEFITS TRUST 7 ACCE BENEFITS TRUST 401(K) PLAN 8 ADVANCED MEDICAL OPTICS, INC. 9 AGGREKO, LLC 10 AJAX PAVING INDUSTRIES OF FLORIDA, INC. 11 AJAX PAVING INDUSTRIES, INC. 12 ALASKA TANKER COMPANY ATC 13 ALCON LABS 14 ALLERGAN INC 15 ALM MEDIA INC. 16 ANCHOR ACQUISITION, LLC 17 AMARILLO CHAMBER OF COMMERCE 18 AMERICAN CHAMBER OF COMMERCE EXECUTIVES 19 AMERICAN CIVIL CONSTRUCTORS, INC. 20 AMERICAN LIGHTING ASSOCIATION 21 AMERICAN ROYAL ASSOCIATION 22 AMERICAN TECHNOLOGIES, INC. 23 ALLIANT ENERGY CORPORATE SERVICES, INC. 24 AMERICAN ELECTRIC POWER SERVICE CORP. (AEP) 25 XXXXXXXX CORP. 26 XXXXXX CORP. 27 ANGELO'S AGGREGATE MATERIALS, LTD. 28 XXXX TRUCKING L.L.C. 29 APAC PAPER & PACKAGING CORP. 30 ARBOR MANAGEMENT, INC. 31 ARCH CHEMICAL INC. 32 AREA ENERGY & ELECTRIC, INC. 33 ARGO GROUP US 34 ARIZONA CHEMICAL COMPANY PLAN SPONSOR 35 ARLINGTON METALS CORPORATION 36 ASPHALT PAVING, INC. 37 ASSOCIATED WHOLESALE GROCERS, INC. 38 ASTEC INDUSTRIES, INC. 39 ASTELLAS US LLC 40 ATLANTIC SOUTHEAST AIRLINES, INC 41 AUDIO AUTHORITY CORPORATION 42 AUGUSTA NEWSPRINT COMPANY 43 AVON PRODUCTS, INC. 44 X.X. XXXXXXXX / XXXXXXXX / UNITED TECHNOLOGIES CORPORATION (UTC) 45 BADGERLAND SUPPLY. INC. 46 BAESMAN PRINTING CORPORATION 47 BANK OF COMMERCE & TRUST COMPANY 48 BATON ROUGE AREA CHAMBER PROFIT SHARING PLAN 49 XXXXXXX XXXXXX COMPANY LLC 50 XXXX TOYOTA CORP. 51 BEECHMONT PRESS, LLC 52 XXXX INC. 53 BELL CORP. 54 XXXXX COMPANY, INC. 55 BENESYS, INC. 56 XXXXXXX, XXXXXXX, XXXXXXX AND DAVIS APLC 57 BEST BUY 58 BIGSTON CORPORATION 59 BIOMEDICAL RESEARCH FOUNDATION 60 BISON GEAR ENG. CORP 61 BOC XXXXXXX, INC. 62 BOISE CONVENTION & VISITORS BUREAU PROFIT 63 BOISE METRO CHAMBER OF COMMERCE 64 BOSE CORP. 65 XXXXXX AND XXXXXX P.A. 66 XXXXXX & XXXXXXXX CORPORATION 67 XXXXX XXXXX COMPANY 68 BROOK FURNITURE RENTAL INC. 69 XXXXXXXXXX HOLDINGS, INC. 70 BROWN AND XXXXXXXX PLAN SPONSOR 71 BUCKEYE PIPE LINE SERVICES COMPANY 72 XXXX-O-MATIC CORPORATION 73 X.X. ENTERPRISES 74 CANBERRA OAK RIDGE, LLC 75 CARATRON INDUSTRIES, INC. 76 XXXXXXX INC. 77 CARL ZEISS VISION INC. 78 XXXX INDUSTRIES, INC. 79 XXXXXX MACHINERY CO. 80 CATERPILLAR INC. 81 CDM FEDERAL SERVICES, INC. 82 CELANESE (HOECHST CELANESE) 83 CENTRALIZED LABORATORY SERVICES INC 84 CERNER CORP. 85 CHATTANOOGA AREA CHAMBER OF COMMERCE 86 CHRISTIAN REFORMED CHURCH IN NORTH AMERICA 87 CINCINNATI TOOL STEEL COMPANY 88 XX XXXXXX CONSTRUCTION COMPANY 89 CLARIAN HEALTH / INDIANA UNIV. HEALTH INC. 90 XXXXXX QUALITY COATINGS, INC. 91 CLEAR LAKE AREA CHAMBER OF COMMERCE 92 XXXX HARDWOOD INC. 93 XXXXXXX & XXXXXX PRODUCTS CO. 94 COLONIAL PIPELINE CO. 95 COMMODORE ADVANCE SCIENCES, INC. 96 COMSYS IT PARTNERS INC. 97 CONNING & COMPANY 98 COOK COMPOSITES & POLYMERS COMPANY 99 COOPERATIVE REGIONS OF ORGANIC PRODUCER POOLS COOPERATIVE, INC. 100 CROWN EQUIPMENT CORP. 101 CSK AUTO, INC. 102 CUMMINS INC. 103 XXXXXXX & XXXXXXXXX, INC. 104 DACO INCORPORATED 105 DAKOTA CLINIC / INNOVIS HEALTH 106 DALLAS REGIONAL CHAMBER PLAN SPONSOR 107 DASCO PRO INC. 108 DETROIT LEGAL NEWS COMPANY 109 XXXX XXXXXX INC. 110 DIRECT GENERAL CORPORATION 111 XXX X. XXXXXXX, INC. 112 XXXXXXX COMPANIES INC. 113 DOTT INDUSTRIES, INC. 114 DOWCO INC. 115 DURATEK FEDERAL SERVICES, INC. 116 X.X. XXXXXXX COMPANY 117 EAGLE-PICHER CORPORATION 118 XXXX XXXXX CO. INC. 119 EDISON ELECTRIC INSTITUTE INC. 120 EET CORPORATION 121 XXX XXXXX 122 ELKAY MANUFACTURING COMPANY 123 ELMER'S PRODUCTS INC. 124 EMPIRE LEVEL MANUFACTURING CORP. 125 ENERCON ENGINEERING, INC. 126 ENERGY EAST CORP. 127 ENERGY NORTHWEST 128 XX XXXX GROUP, L.P. 129 ERICSSON INC. 130 XXXXX XXXXX GLOBAL INC. 131 E-S PLASTIC PRODUCTS INC. 132 FATHER XXXXXXXX'X BOYS' HOME 133 XXXXXXX COMPANIES, INC. 134 FERRO CORP. 135 XXXXXX & COMPANY, INCORPORATED 136 FITCH, INC. 137 FIVE STAR DISTRIBUTING, INC. 138 XXXXXXXXX & XXXX 139 FOREMOST FARMS USA 140 FOREST LABORATORIES, INC. 141 FLORIDA CHAMBER OF COMMERCE 142 FLORIDA GAS TRANSMISSION COMPANY 143 FLO-TORK, INC. PLAN SPONSOR 144 FOX CITIES CHAMBER OF COMMERCE & INDUSTRY 145 XXXXX X. XXXX COMPANY 146 FREEPORT MCMORAN / XXXXXX DODGE CORP. 147 XXXXXXX DENVER, INC. 148 GERLIN, INC. DBA CORE PIPE PRODUCTS, INC. 149 GENERAC 150 GENERAL XXXXX 151 XXX CONSULTANTS, LLC 152 GHP OPERATING COMPANY LLC (GLOBAL HOME PRODUCTS) 153 XXXXXXXX / PROCTER & XXXXXX 154 GLENMARK INDUSTRIES INC. 155 GPD, INC. 156 GREAT PLAINS ENERGY INCORPORATED 157 GREATER BINGHAMTON CHAMBER OF COMMERCE 000 XXXXXXX XXXXXXXXXX XXXXXXX OF COMMERCE 159 GREATER XXXXXXX CHAMBER PARTNERSHIP 160 GREATER LOUISVILLE INC. 161 GREATER NEW HAVEN CHAMBER OF COMMERCE 162 GREATER PROVIDENCE CHAMBER OF COMMERCE 163 GREATER RALEIGH CHAMBER OF COMMERCE 164 GREATER READING CHAMBER OF COMMERCE/INDUSTRY 165 GREATER SCRANTON CHAMBER OF COMMERCE 166 GREATER TAMPA CHAMBER OF COMMERCE 167 GREATER TOPEKA CHAMBER OF COMMERCE 168 GREATER WACO CHAMBER OF COMMERCE 169 GREATER WASHINGTON BOARD OF TRADE 170 GREEN DIAMOND RESOURCE COMPANY 171 GREEN THUMB LAWNSCAPING, INC. 172 GRINDMASTER CORPORATION 173 XXXXXXXXX LUMBER & SPPLY, INC. 174 GZA GEOENVIRONMENTAL, INC. 175 H&S TOOLS INC. 176 XXXXX & XXXXXXX INC 177 HAPAQ-XXXXX 178 XXXXXXX ROADS CHAMBER OF COMMERCE 179 XXXXXX PUBLICATIONS, INC.
