Transfer duties Sample Clauses

Transfer duties. Seller shall be responsible for any transfer expenses, duties, stamp taxes, or other transfer costs with regard to the sale and transfer of Seller’s Shares to Buyer.
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Transfer duties. Any transfer duties payable as a result of any transfer required pursuant to the terms of this Schedule 4 shall be borne by the Compulsory Transferor and if the Other Shareholder pays any such transfer duties the Compulsory Transferor agrees that it shall pay to such Other Shareholder an amount equal to such transfer duty within 5 Business Days of a demand for payment from such Other Shareholder. SCHEDULE 5 FAIR MARKET VALUE The following provisions shall apply for the purposes of determining Fair Market Value:
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Transfer duties. The Company agrees to indemnify and hold harmless the Agents, their affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), their selling agents and each person, if any, who controls any Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense whatsoever in respect of any stamp duty and (if applicable) stamp duty reserve tax, registration, issuance, transfer, documentary and all other similar taxes and duties wherever imposed, including any related costs, fines, interest and/or penalties (each a “Transfer Duty” and together “Transfer Duties”) which are paid by the Agents or any Affiliate thereof in respect of (i) the creation, issuance or delivery by the Company of the Shares, in the manner contemplated by this Agreement to the Agents through the facilities of DTC, (ii) the acquisition of the Shares (whether as agent or as principal) pursuant to the arrangements contemplated by this Agreement through the facilities of DTC, (iii) the initial sale and delivery (including any agreement for sale or delivery) by the Agents of the Shares (whether as agent or as principal) in book-entry form within DTC to purchasers thereof, provided that the Company shall not be liable to make a payment under this Section where the relevant Transfer Duty arises as a result of any transfer of, or agreement to transfer, the Shares subsequent to any such initial sale or delivery by the Agents to purchasers thereof pursuant to the arrangements contemplated by this Agreement and (iv) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
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Transfer duties. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense whatsoever in respect of any stamp duty and (if applicable) stamp duty reserve tax and all other similar taxes and duties wherever imposed, including any related costs, fines, interest and/or penalties (each a “Transfer Duty” and together “Transfer Duties”) which are paid by the Underwriters or any Affiliate thereof in respect of (i) the acquisition of the Securities pursuant to the arrangements contemplated by this Agreement through the facilities of DTC, (ii) the issuance and transfer of the JerseyCo Subscriber Shares or, if applicable, the JerseyCo Option Closing Preference Shares, pursuant to the arrangements contemplated by this Agreement (iii) the initial sale and delivery (including any agreement for sale or delivery) by the Underwriters of the Securities in book-entry form within DTC to purchasers thereof, and (iv) the execution, delivery and performance of this Agreement and the transactions contemplated thereby (including the AQN Private Placement), provided that the Company shall not be liable to make a payment under this Section (A) where the relevant Transfer Duty arises as a result of any transfer of, or agreement to transfer, the Securities subsequent to any such initial sale or delivery by the Underwriters to purchasers thereof pursuant to the arrangements contemplated by this Agreement (B) to the extent it consists of any loss, liability, expense, interest, fines or penalties that are attributable to the unreasonably delay of the Underwriters or its agents (C) to the extent that it arises or is increased as a result of the Underwriters (or any of its agents) signing or executing in the United Kingdom any document effecting the issuance or transfer of the JerseyCo Subscriber Shares, if applicable, the JerseyCo Option Closing Preference Shares, or bringing any such document into the United Kingdom except for the purposes of admitting such document as evidence in civil court proceedings in the United Kingdom and except as required by law or (D) to the extent that the Company has made payment or reimbursement in respect of such Transfer Duty under the Subscription and ...
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Related to Transfer duties

  • Rights, Duties and Responsibilities of Escrow Agent It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:

  • Sub-Adviser Duties Subject to the supervision of the Trust’s Board of Trustees and the Manager, the Sub-Adviser will provide a continuous investment program for each Series’ portfolio and determine in its discretion the composition of the assets of each Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Sub-Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each Series, the Sub-Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to and execute and perform foreign currency exchange contracts on behalf of the Series. The Sub-Adviser will provide the services under this Agreement in accordance with each Series’ investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, copies of which shall be sent to the Sub-Adviser by the Manager prior to the commencement of this Agreement and promptly following any such amendment. The Sub-Adviser further agrees as follows:

  • Duties of Custodian WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF NET ASSET VALUE AND NET INCOME The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the applicable Board to keep the books of account of each Portfolio and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by the Fund on behalf of such Portfolio(s), shall itself keep such books of account and/or compute such net asset value per Share. If so directed, the Custodian shall also calculate daily the net income of each applicable Portfolio as described in the Prospectus and shall advise such Portfolio and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund on behalf of such Portfolio to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. Each Fund acknowledges and agrees that, with respect to investments maintained with the Underlying Transfer Agent, the Underlying Transfer Agent is the sole source of information on the number of shares of a fund held by it on behalf of a Portfolio and that the Custodian has the right to rely on holdings information furnished by the Underlying Transfer Agent to the Custodian in performing its duties under this Agreement, including, without limitation, the duties set forth in this Section 9 and in Section 10 hereof; provided, however, that the Custodian shall be obligated to reconcile information as to purchases and sales of Underlying Shares contained in trade instructions and confirmations received by the Custodian and to report promptly any discrepancies to the Underlying Transfer Agent. The calculations of the net asset value per Share and the daily income of each Portfolio shall be made at the time or times described from time to time in the Prospectus.

  • Administrative Duties of the Custodian The Custodian shall perform the following administrative duties with respect to Investments of the Fund.

  • Other Duties The Transfer Agent may perform other duties for additional compensation if agreed to in writing by the parties to this Agreement.

  • Duties and Responsibilities of the Servicer (a) The Servicer shall conduct the servicing, administration and collection of the Transferred Loans and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect Transferred Loans from time to time on behalf of the Borrower and as the Borrower’s agent.

  • Duties and Responsibilities of the Escrow Agent The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions:

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