Franklin Txxxxxxxx Sample Clauses

Franklin Txxxxxxxx. (e) The governing law provision of the Agreement shall be the governing law provision of this Amendment.
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Franklin Txxxxxxxx. (c) In the event a Non-Renewal Notice or Breach Termination Notice is provided with respect to an Investment Company, prior to termination the Investment Company shall specify in writing to the Custodian the entity to which the Custodian is to deliver upon termination all of the Securities and other assets of the affected Funds held by the Custodian. If prior to termination the Investment Company does not specify in writing to the Custodian the entity to which the Custodian is to deliver the Securities and other assets of the affected Funds held by the Custodian, the Custodian, after consultation with the Investment Company, may deliver such Securities and other assets to the Investment Company or to a bank or trust company doing business in the State of California or may continue to hold such assets pursuant to the terms of this Agreement until such entity is specified in writing by the Investment Company to the Custodian. Furthermore, upon termination of this Agreement, the Investment Company shall pay to the Custodian such compensation as may be then due to the Custodian, and shall reimburse the Custodian for the reasonable transaction costs of delivery out of the Securities and other assets of such Investment Company to a successor custodian, and shall pay any other reasonable fees, expenses or charges that were incurred prior to the termination of this Agreement with respect to the Investment Company. The Custodian shall follow such reasonable Proper Instructions concerning the transfer of custody of records, Securities, financial assets, cash and other items as the Investment Company shall give; provided that (1) the Custodian shall have no liability for shipping and insurance costs associated therewith and (2) full payment shall have been made to the Custodian of its compensation, costs, expenses and other amounts to which it is entitled hereunder. In connection with any termination of this Agreement between an Investment Company and the Custodian for any reason whatsoever, the parties shall reasonably cooperate with respect to the development of a transition plan setting forth a reasonable timetable for the transition and describing the parties’ respective responsibilities for transitioning the services to any successor custodian in an orderly and uninterrupted fashion. The Custodian will, in addition, provide commercially reasonable support for orderly transition, including transfer of the books and records of the Investment Company, in accordance...
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Franklin Txxxxxxxx. (e) Notwithstanding the term of this Agreement mandated in Section 13(a) or 13(b) hereof, if an Investment Company or the Custodian (with respect to such Investment Company) materially breaches this Agreement (a “Defaulting Party”) the other party (the “Non-Defaulting Party”) may give written notice thereof to the Defaulting Party ("Breach Notice"), and if such material breach shall not have been remedied within thirty (30) days after the Breach Notice is given, then the Non-Defaulting Party may terminate this Agreement by giving written notice of termination to the Defaulting Party ("Breach Termination Notice"), in which case this Agreement shall terminate as of 11:59 PM (Eastern time) on the 30th day following the date the Breach Termination Notice is given, or such later date as may be specified in the Breach Termination Notice (but not later than the last day of the Current Term or then-current Renewal Term, as applicable). A “material breach” includes (A) numerous non-material breaches which have not been cured by the breaching party after the breaching party has been given reasonable written notice by the non-breaching party of such individual breaches and where the collective impact of such breaches constitutes a material breach of this Agreement and (B) repeated breaches of the same breach which may have been previously cured but then re-occurs after the breaching party has been given reasonable written notice by the non-breaching party of the most recent such breach and where the collective impact of such breaches constitutes a material breach of this Agreement. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party. In the event an Investment Company terminates this Agreement pursuant to this Section 13(e), no Early Removal Fee (as defined Section 13(f) hereof) shall be owed by such Investment Company to the Custodian.
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Franklin Txxxxxxxx. With respect to any Removed Assets removed up to and including December 31, 2020, the Early Removal Fee equals 25% of the fees that the Custodian would have received with respect to those Removed Assets if such Removed Assets had remained under the coverage of this Agreement until the end of the Current Term · With respect to any Removed Assets removed up to and including December 31, 2021, the Early Removal Fee equals 15% of the fees that the Custodian would have received with respect to those Removed Assets if such Removed Assets had remained under the coverage of this Agreement until the end of the Current Term · With respect to any Removed Assets removed up to and including December 31, 2022, the Early Removal Fee equals 10% of the fees that the Custodian would have received with respect to those Removed Assets if such Removed Assets had remained under the coverage of this Agreement until the end of the Current Term The Early Removal Fee is applicable on a fiscal year basis. Once the 1/3 threshold is passed with respect to a particular fiscal year, the Early Removal Fee shall be payable at such times as determined by the Custodian in its reasonable, good faith discretion. Each Investment Company agrees that the Early Removal Fee is reasonable compensation to the Custodian for the removal of assets before the end of the Current Term. Franklin Txxxxxxxx
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Related to Franklin Txxxxxxxx

  • Xxxxxxxxx, Esq (b) If to Indemnitee, to the address specified on the last page of this Agreement or to such other address as either party may from time to time furnish to the other party by a notice given in accordance with the provisions of this Section 8. All such notices, claims and communications shall be deemed to have been duly given if (i) personally delivered, at the time delivered, (ii) mailed, five days after dispatched, and (iii) sent by any other means, upon receipt.

  • Xxxxxxxxxxx X Xxxx, Esq., shall have furnished to the Underwriters his written opinion, as Corporate Counsel of the Enterprise Parties, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Underwriters, substantially to the effect set forth in Exhibit B hereto.

  • Xxxxxxxxx X X. Xxxxxx -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- BAYERISCHE LANDESBANK GIROZENTRALE LONDON BRANCH By: Xxxxx Xxxx CITIBANK, N.A. By: J.W.G. Xxxxxxx CREDIT SUISSE FIRST BOSTON By: X. Xxxxx-Xxxxxx Xxxxxx Xxxxx DEN DANSKE BANK AKTIESELSKAB By: S. Xxxxxxx Xxxx DEUTSCHE BANK AG LONDON By: X.X. Xxxxxxxxx X.X. Xxxxxxxx NATIONAL WESTMINSTER BANK Plc By: X.X. Xxxx AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (ACTING THROUGH ITS ANZ INVESTMENT BANK DIVISION) By: X.X. Xxxxxx BANCO CENTRAL HISPANOAMERICANO, S.A. LONDON BRANCH By: H.J.W. Xxxxxx X.X. Inches COMMERZBANK AKTIENGESELLSCHAFT, LONDON BRANCH By: Bernd Meist Xxxxx Xxxxx THE ROYAL BANK OF SCOTLAND plc By: Xxxx Xxxxx L-BANK By: S. Xxxxxxx Xxxx -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ABN AMRO BANK N.V. LONDON BRANCH By: S. Xxxxxxx Xxxx BANCA DI ROMA S.p.A. - LONDON BRANCH By: X.X. Xxxxxxxx Xxxxxxx Xxxxxxxxxx BANCA MONTE DEI PASCHI DI SIENA SpA By: G.N.H. Furzland Xxxxxxx Xxxxxxxxx BANCO BILBAO VIZCAYA By: S. Xxxxxxx Xxxx BANK OF TOKYO-MITSUBISHI, LTD By: X.X. Xxxxxxxxx CARIPLO - CASSA DI RISPARMIO DELLE PROVINCIE LOMBARDE S.p.A., LONDON BRANCH By: X.X. Xxxxxx CREDITO ITALIANO SpA By: Xxxxxx G.A. Xxxxxxxxx ISTITUTO BANCARIO SAN PAOLO DI TORINO S.p.A. By: S. Xxxxxxx Xxxx

  • Xxxxxxxx, Esq If to Borrower, Property Manager, any Guarantor or any Affiliate of Borrower, Property Manager or any Guarantor: c/o Affordable Residential Communities 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxx XxXxxxxx, Vice President and Xxxxx Xxxxxx, Vice President and General Counsel and Xxxxx Xxxxxxx, Chief Financial Officer With a copy to: GMAC Commercial Mortgage Corporation 000 Xxxxxx Xxxx Horsham, Pennsylvania 19044-0809 Attention: Loan Servicing And an additional copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxx III, Esq. And an additional copy to: Proskauer Rose LLP 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxxxxxx, Esq. Each party may designate a change of address by notice to the other parties, given at least fifteen (15) days before such change of address is to become effective. In no event shall GMAC be removed as a notice party without its prior written approval.

  • Xxxxxxxxx the former President of the United States, Xxxxx Xxxx, the deceased automobile manufacturer, and Xxxx X. Xxxxxxxxxxx, the founder of the Standard Oil Company, known to be alive on the date of the execution, acknowledgment and delivery of this Lease.

  • Xxxxxxxxx, Xx Xxxxxxx X. Xxxxxxxxx, Xx., Chief Executive Officer

  • Xxxxxxxxxxx XXX, INC. The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box): ___ ________ shares of the Common Stock covered by such Warrant; or ___ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2. The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________. Such payment takes the form of (check applicable box or boxes): ___ $__________ in lawful money of the United States; and/or ___ the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or ___ the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchaseable pursuant to the cashless exercise procedure set forth in Section 2. The undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________ whose address is __________________________________________________________________________ . The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act") or pursuant to an exemption from registration under the Securities Act. Dated:___________________ _______________________________________ (Signature must conform to name of holder as specified on the face of the Warrant) _______________________________________ (Address) Exhibit B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of XXXXXXXXXXX.XXX, INC. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of XXXXXXXXXXX.XXX, INC. with full power of substitution in the premises. ======================================== ===================================== ===================================== Transferees Percentage Number ----------- Transferred Transferred ----------- ----------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ---------------------------------------- ------------------------------------- ------------------------------------- ======================================== ===================================== ===================================== Dated: , ----------------- ---- ------------------------------- (Signature must conform to name of holder as specified on the face of the warrant) Signed in the presence of: ------------------------------- ------------------------------ (Name) (address) ------------------------------ ACCEPTED AND AGREED: (address) [TRANSFEREE] --------------------------------- (Name)

  • Xxxxxxxxxx Xxxx Xxxxxxxxx xxxx xxure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and their successors and assigns, and no other person will have any right or obligation hereunder.

  • Xxxxxxxxxxxx This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • XXXXXXXXXXXXX The captions in this Agreement are included for convenience of reference only, and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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