Appointment Notification of Interested Parties Sample Clauses

Appointment Notification of Interested Parties. 6 Section 2.1. Appointment 6 Section 2.2. Legally Required Company Actions 7 Section 2.3. Reserved 7 Section 2.4. Review of Materials 7 Section 2.5. Power of Attorney 7 Section 2.6. Notification of Interested Parties 8 Section 2.7. Coordinators 8
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Appointment Notification of Interested Parties. 5 Section 2.1. Appointment 5 Section 2.2. Power of Attorney 6 Section 2.3. Notification of Interested Parties 7 Section 2.4. Coordinators 7 Section 2.5. Management of the Business 7 ARTICLE III. SERVICES PROVIDED BY ADMINISTRATOR 8 Section 3.1. Services 8 Section 3.2. Standards and Licenses 8 ARTICLE IV. FEES FOR SERVICES; EXPENSE REIMBURSEMENTS 9 Section 4.1. Fees for Services 9 Section 4.2. Special Projects 9 Section 4.3. Expense Reimbursements 10
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Appointment Notification of Interested Parties. 9 Section 2.01 Appointment 9 Section 2.02 Provision of Services Subject to the Transition Services 10 Agreement Section 2.03 ILA Services 10 Xxxtion 2.04 Power of Attorney 10 Section 2.05 Notification of Interested Parties 11 Section 2.06 Ongoing Communications 11 Section 2.07 Coordinators 11 Article III NEW INSURANCE POLICIES 12 Section 3.01 New Insurance Policies 12 Section 3.02 Guidelines 13 Section 3.03 Termination of Authority 13 Section 3.04 ILA Licenses; Certain Actions 13 Xxxtion 3.05 Marketing Activities 13 Article IV SERVICES PROVIDED BY ADMINISTRATOR 14 Section 4.01 Services 14 Section 4.02 Standards and Licenses 14 Section 4.03 Subcontracting 15 Section 4.04 Recommendations 15 Section 4.05 Decision Authority 15 Section 4.06 Non-Guaranteed Elements 16 Section 4.07 Additional Covenants of ILA 16 Section 4.08 Certain Xxtions with Respect to Recoverables 17 Section 4.09 Product Filings 17 [REDACTED] Article V FEES FOR SERVICES 20 Section 5.01 Fees for Services 20 Article VI CERTAIN REPORTS; BOOKS AND RECORDS; 20 BANK ACCOUNTS AND REMITTANCES 20 Section 6.01 Reports 20 Section 6.02 Books and Records and Access to Books and Records 21 Section 6.03 Disbursing Accounts 22 Section 6.04 Remittances 23 Section 6.05 Audit Rights 23 Section 6.06 Internal Controls Over Financial Reporting 24 Article VII INABILITY TO PERFORM SERVICES; ERRORS 24 Section 7.01 Inability to Perform Services 24 Section 7.02 Errors 25 Article VIII REGULATORY COMPLAINTS AND LEGAL ACTIONS 25 Section 8.01 Routine Complaints 25 Section 8.02 Regulatory Actions 25 Section 8.03 Legal Actions 26 Section 8.04 Cooperation 27 Section 8.05 Reporting 28 Section 8.06 Relationship with Other Agreements 28 Section 8.07 Taxes 28 [REDACTED] Article X DURATION; TERMINATION 30 Section 10.01 Duration 30 Section 10.02 Termination 30 Section 10.03 Survival 31 Article XI CUSTOMER INFORMATION 31 Section 11.01 Customer Information 31 Article XII DISASTER RECOVERY 32 Section 12.01 Disaster Recovery 32 Article XIII INDEMNIFICATION 32 Section 13.01 Indemnification by ILA 32 Section 13.02 Inxxxnification by the Administrator 32 Section 13.03 Notice of Claim; Defense 33 Section 13.04 No Duplication; Exclusive Remedy 35 Section 13.05 Limitation on Set-off 36 Section 13.06 Mitigation 36 Section 13.07 Recovery by Indemnified Party 36 Section 13.08 Relationship with Reinsurance Agreement 36 Article XIV COOPERATION 37 Section 14.01 Cooperation 37 Article XV TRADEMARK LICENSE 37 Section 15.01 Trademark License 37 Arti...
Sample 1
Appointment Notification of Interested Parties 
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Related to Appointment Notification of Interested Parties

  • Appointment of Process Agent Each of the Issuer and the Guarantor irrevocably appoints Airbags International Limited at Xxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx, XX00 0XX as its agent under this Agreement for service of process in any proceedings before the English courts in relation to any Dispute, and agrees that, in the event of Airbags International Limited being unable or unwilling for any reason so to act, it will immediately appoint another person as its agent for service of process in England in respect of any Dispute. The Issuer and the Guarantor each agrees that failure by a process agent to notify it of any process will not invalidate service. Nothing in this clause 10 shall affect the right to serve process in any other manner permitted by law.

  • Notice of Appointment of Transfer Agent The Trust agrees to notify the Custodian in writing of the appointment, termination or change in appointment of any transfer agent of the Fund.

  • Appointment of Asset Manager; Acceptance of Appointment The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #TICKER Asset. The Asset Manager hereby accepts such appointment.

  • Appointment of Investment Manager On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account in accordance with the terms hereof, and the Investment Manager accepts such appointment. In the course of providing the services contemplated by this Agreement, the Investment Manager shall act as a fiduciary and shall discharge its fiduciary duties and exercise each of its powers under this Agreement with the care, skill and diligence that a registered investment adviser, acting in a like capacity and familiar with insurance company matters, would use in the conduct of a like enterprise with like aims, taking into consideration the facts and circumstances then prevailing, and such fiduciary duties shall specifically include a duty (a) to act with good faith; (b) of loyalty to Company; (c) to provide full and fair disclosure of all material facts; (d) to employ reasonable care to avoid misleading Company; and (e) to act in a manner consistent with the Investment Guidelines for the Account as agreed to between Investment Manager and Company.

  • Appointment of Representative (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.

  • Appointment of Tax Matters Person The Owners of the Class R Certificates hereby appoint the Trustee as their agent to act as the Tax Matters Person for REMIC Trust for all purposes of the Code and such Tax Matters Person will perform, or cause to be performed, such duties and take, or cause to be taken, such actions as are required to be performed or taken by the Tax Matters Person under the Code.

  • Appointment of the Owner Trustee The Seller hereby appoints the Owner Trustee as trustee of the Issuer effective as of the date hereof, to have all the rights, powers and duties set forth herein.

  • Appointment of Transfer Agent 2.1 Each Fund hereby appoints and constitutes Transfer Agent as transfer agent, registrar and dividend disbursing agent for Shares of the Fund and as shareholder servicing agent for the Portfolios. Transfer Agent accepts such appointment and agrees to perform the duties hereinafter set forth.

  • Appointment of Investment Adviser The Trust hereby appoints the Adviser to manage the investment and reinvestment of assets of the Fund and to administer its affairs, subject to the supervision of the Board of Trustees of the Trust for the period and on the terms set forth herein. The Adviser hereby accepts such appointment and agrees during such period, at its own expense, to render the services and to assume the obligations herein set forth, for the compensation herein provided. The Adviser shall not be liable to the Trust for any act or omission by the Adviser or for any losses sustained by the Trust or its shareholders except in the case of willful misfeasance, bad faith, gross negligence or reckless disregard of duty. The federal and state securities laws and other laws may impose liability under certain circumstances on persons who act in good faith, and therefore, nothing in this Agreement will waive or limit any rights the client may have under such laws.

  • Appointment of Servicer; Acceptance of Appointment Subject to Section 6.05 and Article VII, the Issuer hereby appoints the Servicer, and the Servicer, as an independent contractor, hereby accepts such appointment, to perform the Servicer’s obligations pursuant to this Agreement on behalf of and for the benefit of the Issuer or any assignee thereof in accordance with the terms of this Agreement and applicable law. This appointment and the Servicer’s acceptance thereof may not be revoked except in accordance with the express terms of this Agreement.

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