CQFS definition

CQFS shall include Trustees, officers, employees and other agents of CQFS as well as CQFS itself.). If a claim is made against any party to this Agreement as to which that party may seek indemnity under this Article 8 from the other party, the party seeking indemnification shall notify the other party within ten (10) days after receipt of any written assertion of such claim threatening to institute an action or proceeding or service of summons or other legal process. Failure to notify a party of a claim for indemnification will relieve the party from whom indemnification is sought from any liability which it may have on account of the indemnity provisions set forth under this Article 8 unless the party seeking indemnification can demonstrate to the reasonable satisfaction of the other party that such party has not been prejudiced in any material respect by such failure to so notify. The parties to this Agreement will cooperate in the control of the defense of any action, suit or proceeding in a party is involved and for which indemnity is being provided by the other party. Any party from whom indemnification is sought may negotiate the settlement of any action, suit or proceeding subject to the other party's approval, which approval will not be unreasonably withheld. The party seeking indemnification reserves the right, but not the obligation, to participate in the defense or settlement of a claim, action or proceeding with its own counsel. Costs or expenses incurred by a party to whom indemnification is being provided in connection with, or as a result of such participation, will be borne solely by that party unless:
View Source
CQFS shall include Trustees, officers, employees and other agents of CQFS as well as CQFS itself).
View Source
CQFS shall include Trustees, officers, employees and other agents of CQFS as well as CQFS itself). CQFS agrees to indemnify and hold harmless the Trust from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") to which the Trust may become liable arising directly or indirectly out of (i) any request or direction of CQFS to the Trust upon which the Trust agreed to in reliance on the reasonable advice of CQFS, (ii) upon any instruction, notice or other instrument that the Trust reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of CQFS (other than an employee or other affiliated person of the Trust who may otherwise be named as an authorized representative of the CQFS for certain purposes); or (iii) CQFS's own willful misfeasance, bad faith, negligence in the performance of its duties, or reckless disregard of its
View Source

Examples of CQFS in a sentence

  • CQFS shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith in performing the services provided for under this Agreement.

  • CQFS is willing to perform such services on the terms and conditions set forth in this Agreement.

  • The duties of CQFS shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against CQFS hereunder.

  • CQFS shall cause the subject records of the Trust to be maintained and preserved pursuant to the requirements of the 1940 Act.

  • Further, CQFS shall not be indemnified against or held harmless from any Losses arising directly or indirectly out of CQFS' own willful misfeasance, bad faith, negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder.

  • CQFS further agrees that all such books and records shall be the property of the Trust and to make such books and records available for inspection by the Trust or by the SEC at reasonable times and otherwise to keep confidential all books and records and other information relative to the Trust and its shareholders; except when requested to divulge such information by duly-constituted authorities or court process.

  • CQFS shall keep and maintain on behalf of the Trust all books and records which the Trust and CQFS is, or may be, required to keep and maintain pursuant to any applicable statutes, rules and regulations, including without limitation Rules 31a-1 and 31a-2 under the 1940 Act, relating to the maintenance of books and records in connection with the services to be provided hereunder.

  • Except for the obligations of CQFS otherwise set forth herein, the Trust assumes full responsibility for the preparation, contents and distribution of each prospectus of the Trust as to compliance with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the 1940 Act and any other laws, rules and regulations of governmental authorities having jurisdiction.

  • If destruction of documents is authorized by the Trust, CQFS shall provide reasonable proof of such destruction to the Trust.

  • CQFS shall notify the Trust within ten (10) days should any of its insurance coverage be canceled or reduced.


More Definitions of CQFS

CQFS shall include Trustees, officers, employees and other agents of CQFS as well as CQFS itself). CQFS agrees to indemnify and hold harmless the Trust from and against any and all actions, suits, claims, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) (collectively, "Losses") to which the Trust may become liable arising directly or indirectly out of CQFS's own willful misfeasance, bad faith, negligence or reckless disregard of its obligations and duties as set forth in this Agreement. (As
View Source
CQFS shall include Trustees, officers, employees and other agents of CQFS as well as CQFS itself.). The party seeking indemnification under this Article 8 shall notify the other party within ten (10) days after receipt of any written assertion of such claim threatening to institute or actually instituting an action or proceeding, including service of summons or other legal process. Failure to notify the party from whom indemnification is sought will relieve that party from any liability which it may have on account of the indemnity provisions set forth under this Article 8. The parties will cooperate in the control of the defense of any action, suit or proceeding. Any party from whom indemnification is sought may negotiate the settlement of any action, suit or proceeding subject to the other party's approval, which approval will not be unreasonably withheld. The party seeking indemnification reserves the right to participate in the defense or settlement of a claim, action or proceeding with its own counsel, at its own cost, unless: o it has received an opinion from counsel to the indemnifying party stating that the use of common counsel would present an impermissible conflict of interest which does not otherwise alter the ability to obtain indemnification; o the defendants in, or targets of, any such action or proceeding include both CQFS and the Trust, and legal counsel to either party has reasonably concluded that there are legal defenses available to a party which are different from or additional to those available to the other party or which may be adverse to or inconsistent with defenses available to a party; or o the party from whom indemnification is sought authorizes the other party to employ separate counsel at the expense of the indemnifying party. o The terms of this Article 8 will survive the termination of this Agreement.
View Source

Related to CQFS

  • distribution system operator means a natural or legal person responsible for operating, ensuring the maintenance of and, if necessary, developing the distribution system in a given area and, where applicable, its interconnections with other systems and for ensuring the long-term ability of the system to meet reasonable demands for the distribution of electricity;

  • Centralized Message Distribution System (CMDS) means the industry-wide data collection system, which handles the daily exchange of message details between CMDS participating telephone companies (also known as CMDS Direct Participants). AT&T-21STATE is a CMDS Direct Participant.

  • PERC means the Washington State Public Employee Relations Commission.

  • Centralized Message Distribution System (CMDS) means the transport system that LECs use to exchange outcollect and Carrier Access Billing System “CABS” access messages among each other and other Parties connected to CMDS.

  • BPSAA means the Broader Public Sector Accountability Act, 2010 and regulations made under it, as it and they may be amended from time to time;