Changes in MANAGER's Status Sample Clauses

Changes in MANAGER's Status. In the event of any actual or proposed material change .in MANAGER's status or event affecting MANAGER, including, without limitation, (a) change in or departure of directors, officers, partners, employees or Affiliates who exercise investment discretion over SERS' account, (b) material modification of corporate or partnership structure, (c) change in actual control or management of MANAGER, (d) material change in SEC requirements or other government or private registration, accreditation or licensing requirements affecting MANAGER, (e) alleged material violations by MANAGER. or any of its partners, directors, officers, or employees, of the Investment Advisers Act of 1940, as amended, the federal securities laws, comparable state law, or the law of any applicable foreign jurisdiction, (f) material deterioration in:MANAGER's financial condition, including -\ but not limited to the filing of a petition in bankruptcy, (g) MANAGER's awareness that its representations and warranties herein cease to be true, and (h) litigation or regulatory proceedings, of which the MANAGER has knowledge, establishing negligence, fraud or breach of fiduciary duty by MANAGER or its partners, directors, officers, or employees, MANAGER shall notify SERS promptly in writing; provided, however, that in no event shall MANAGER be required under this Agreement to disclose any material nonpublic information.
Sample 1See All (5)
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Changes in MANAGER's Status. In the event of any actual or proposed material change in MANAGER's status, including without limitation, change in officers or employees who furnish any material advice; material modification of corporate structure; the filing of a formal complaint, issuance of a summons or other evidence of the commencement of litigation alleging gross negligence or fraud in the performance of MANAGER's services for other clients, and material deterioration in financial condition including but not limited to the filing of a petition in bankruptcy, MANAGER shall immediately notify SERS in writing.
Sample 1
Changes in MANAGER's Status. In the event:ofany actual or proposed material change in, MANAGER'~ ~tatus or event affecting MANAGER, including, without limitation, (a) change in or , departure of directors, officers, partners, employees or Affiliates who exercise investment discretion over SERS' account, (b) material modification of corporate orp~ership structure, (c) change in actual control or management of MANAGER, (d) material change ~n United, States Securities ~d Exchange Commission ("SEC") requirements or,other government or private registration, accreditation or licensing requirements affecting MANAGER, (e) alleged violations by MANAGER, any Affili~te, or' any of their respective partners, directors, officers, or employees, of the .Investment Advisers Act of 1940, as amended, the federal securities laws, or comparable state law, (f)materiaJ deterioration in MANAGER's fmancial condition, including but not limited tothe filing of a:petition in bankruptcy, (g) MANAGER's 'awareness that its representations and warranties herein cease to be true, and (h) litigation alleging ,negligence, fraud or breac~ of-fiduciary duty by MANAGER; any Affiliate, or any of their respective partners, directors, officers, or employees, MANAGER shall immediately notify SERS in writing. r‌ ~ ..•.
Sample 1
Changes in MANAGER's Status. In the event of any actual or proposed material change in MANAGER's status or event affecting MANAGER, including, without limitation, (a) change in or departure of directors, officers, partners, employees or Affiliates who exercise investment discretion over SERS' account, (b) material modification of corporate or partnership structure, (c) change in actual control or management of MANAGER, (d) material change in SEC requirements or other government or private registration, accreditation or licensing requirements affecting MANAGER, (e) alleged violations by MANAGER, any Affiliate, or any of their respective partners, directors, officers, or employees, of the Investment Advisers Act of 1940, as amended, the federal securities laws, comparable state law, or the law of any applicable foreign jurisdiction, (f) material deterioration in MANAGER'sfiriancial condition, including but not limited to the filing of a petition in bankruptcy, (g) MANAGER's awareness that its representations and warranties herein cease to be true in any material respect, and (h) litigation alleging negligence, fraud or breach of fiduciary duty by MANAGER, any Affiliate, or, any of their respective partners, directors,efficers, or employees, MANA.GERshall promptly notifySERS in writing.
Sample 1

Related to Changes in MANAGER's Status

  • Changes in Services The parties agree and acknowledge that any Provider may make changes from time to time in the manner of performing the applicable Services if such Provider is making similar changes in performing similar services for itself, its Affiliates or other third parties, if any, and if such Provider furnishes to the Recipient substantially the same notice (in content and timing) as such Provider provides to its Affiliates or other third parties, if any, respecting such changes. In addition, and without limiting the immediately preceding sentence in any way, and notwithstanding any provision of this Agreement to the contrary, such Provider may make any of the following changes without obtaining the prior consent of the Recipient: (i) changes to the process of performing a particular Service that do not adversely affect the benefits to the Recipient of such Provider’s provision or quality of such Service in any material respect or materially increase the charge for such Service; (ii) emergency changes on a temporary and short-term basis; and (iii) changes to a particular Service in order to comply with applicable Law or regulatory requirements.

  • CHANGES IN EMERGENCY AND SERVICE CONTACT PERSONS In the event that the name or telephone number of any emergency or service contact for the Competitive Supplier changes, Competitive Supplier shall give prompt notice to the Town in the manner set forth in Article 18.3. In the event that the name or telephone number of any such contact person for the Town changes, prompt notice shall be given to the Competitive Supplier in the manner set forth in Article 18.3.

  • CHANGES IN SCOPE OF SERVICES Only the Xxxxxx County Board of Supervisors has the authority to agree to any extension of time, change order, change in the scope of work, change in the contract price, or other term or condition affecting either Contractor's or County's duties set forth herein. Adjustments in compensation, if any, shall be determined through negotiation between the parties to the Agreement and are subject to approval by the Board of Supervisors. Contractor acknowledges that no County staff person or County officer other than the Board of Supervisors has the power to amend the terms and conditions of this Agreement. Any change not so authorized in advance in writing by the Board of Supervisors shall be null and void.

  • Changes in Service This Agreement is made in good faith based upon the present and projected conditions and the quality of the equipment and/or Property, as well as its present ownership and management. Should changes in any of these elements occur which the Judicial Council believes may adversely affect the Program, the Judicial Council reserves the right to renegotiate this Agreement or terminate pursuant to the termination for cause provision, as set forth herein, without penalty or prejudice.

  • Changes in Work A. Work Previously Submitted as Satisfactory. If the Engineer has submitted work in accordance with the terms of this contract but the State requests changes to the completed work or parts thereof which involve changes to the original scope of services or character of work under the contract, the Engineer shall make such revisions as requested and as directed by the State. This will be considered as additional work and paid for as specified under Article 4, Additional Work.

  • MINOR CHANGES IN THE WORK 7.4.1 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders without delay.

  • Termination for Changes in Budget or Law The JBE’s payment obligations under this Agreement are subject to annual appropriation and the availability of funds. Expected or actual funding may be withdrawn, reduced, or limited prior to the expiration or other termination of this Agreement. Funding beyond the current appropriation year is conditioned upon appropriation of sufficient funds to support the activities described in this Agreement. The JBE may terminate this Agreement or limit Contractor’s Services (and reduce proportionately Contractor’s fees) upon Notice to Contractor without prejudice to any right or remedy of the JBE if: (i) expected or actual funding to compensate Contractor is withdrawn, reduced or limited; or (ii) the JBE determines that Contractor’s performance under this Agreement has become infeasible due to changes in applicable laws.

  • Changes in the Work The Department may order changes in the work, the Contract Amount being adjusted accordingly. Any monetary adjustment or any substantive change in the work shall be in the form of an amendment, signed by both parties and approved by the State Purchases Review Committee. Said amendment must be effective prior to execution of the work.

  • Action Item Task MSU Status Comments I.1 The University will employ and empower a Clery Act compliance professional (CCP). The CCP must report to a Vice President (VP) or equivalent. The CCP must not be employed in or under the sole authority of the Office of the General Counsel (OGC). Implemented The Office of Audit, Risk and Compliance (OARC) hired a qualified candidate who began work in February 2020.

  • Changes in Writing Other than in connection with the addition of additional Subsidiaries, which become parties hereto by executing a supplement hereto in the form attached as Annex I, neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing signed by each of the Guarantors and the Administrative Agent.

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