Fund Matters Sample Clauses

Fund Matters. The words "The Travelers Series Trust" and "Trustees" or "
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Fund Matters. (a) Each of the Fund Entities (i) is a limited partnership or limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware, (ii) has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (iii) is qualified to do business and is in good standing as a foreign legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of clause (iii) where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. Sellers have delivered or made available to Buyer true and complete copies of the Fund Documents and each Contract relating to the Fund Entities, each as in full force and effect on the Closing Date. Each Contract to which a Fund Entity is a party has been duly authorized, executed and delivered by such Fund Entity, and, to the Knowledge of any Seller, each other party thereto, and constitutes a valid and binding agreement of such Fund Entity enforceable against such Fund Entity, as the case may be, and, to the Knowledge of any Seller, each other party thereto, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The Fund Entities and, to the Knowledge of any Seller, each other party thereto is in compliance with the terms of each Contract to which a Fund Entity is a party and is not in default under any such Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any Fund Entity.
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Fund Matters. (a) The private placement memorandum or other principal offering document (each as amended or supplemented through the date hereof, a “PPM”) relating to each Exempt Fund Client in existence on the date hereof has been made available to Parent. Each such PPM, as amended or supplemented, complies as to form with the applicable requirements of the Securities Act, the Investment Company Act, and the applicable rules of FINRA, except where failure to so comply would not have, individually or in the aggregate, a Material Adverse Effect.
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Fund Matters. For and in consideration of (i) Parent and Buyer's entering into this Agreement, (ii) payment of the Purchase Price, (iii) the assumption by Buyer of the Assumed Liabilities, (iv) in the case of Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx, the compensation arrangements set forth in Exhibit B and (v) in the case of Xxxxxxx X. Xxxxxx, the Employment Agreement:
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Fund Matters. (a) Schedule 5.24(a) describes each of the investment advisory agreements, distribution or underwriting contracts, plans adopted pursuant to Rule 12b-1 under the Investment Company Act, arrangements for the payment of service fees (as such term is defined in Rule 2830 of the NASD Conduct Rules), administrative services agreements and other agreements and contracts (other than agreements and contracts entered into by the Funds in the ordinary course of business in connection with the making of portfolio investments) (collectively, the “Fund Agreements”) pertaining to any of the Funds. As to each Fund, there is in effect an investment advisory, distribution or underwriting agreement (as applicable), except that, in the case of the American Beacon Master Funds, there is no distribution or underwriting agreement. Each Fund Agreement pursuant to which the Company has received compensation with respect to its activities in connection with any of the Funds was duly approved in accordance with the applicable provisions of the Investment Company Act.
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Fund Matters. (a) Should Buyer decide to sponsor any Art-related investment funds (other than the Fund) in the future, it will consult with Sellers prior to taking such action and shall discuss with Sellers in good faith the feasibility and desirability of granting Sellers an opportunity to participate in the economics of any such fund.
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Fund Matters. (a) Set forth in Section 3.25(a) of the Company Disclosure Letter is, as of the date hereof, (i) the name of each Fund and Pooled Vehicle, (ii) the general partner of (or entity acting in a similar capacity with respect to) such Fund, (iii) the investment adviser of such Fund or Pooled Vehicle, (iv) the jurisdiction of organization or formation of such Fund or Pooled Vehicle, (v) the status of such Fund or Pooled Vehicle under the Investment Company Act and (vi) the ownership or equity interest owned or held by Company or any Company Subsidiary in such Fund or Pooled Vehicle, including as a percentage of such Fund’s or Pooled Vehicle’s aggregate capital commitments and aggregate contributed capital.
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Fund Matters. (a) Should Buyer decide to sponsor any Art-related investment funds (other than the Fund) in the future, it will consult with Sellers prior to taking such action and shall discuss with Sellers in good faith the feasibility and desirability of granting Sellers an opportunity to participate in the economics of any such fund. (b) No Seller shall take any action in relation to any Fund Entity, in such Seller’s capacity as an investor in the Fund, as a member of the board of managers of AAP Management, as a member or manager of the Fund GP or as an Administrative Manager (as used herein, as such term is defined in the Second Amended and Restated Limited Liability Agreement of the Fund JV, dated as of January 11, 2016) of the Fund JV, with the intent of imposing any liability on Buyer or any of its Affiliates (except that such Seller shall not be deemed to be in breach of this undertaking if such liability results from the willful misconduct or gross negligence of Buyer or any of its Affiliates). (c) No Seller shall, directly or indirectly, withdraw as an investor, limited partner or member of any Fund Entity or as Administrative Manager of the Fund JV unless the Fund or the Fund JV, as the case may be, is dissolved or terminated at the same time. (d) From and after the Closing, no Seller shall enter into, approve or agree to any amendment of the Organizational Documents of any Fund Entity without the prior written consent of Buyer. (e) In the event that Buyer is required to consolidate any Fund Entity pursuant to GAAP, subject to applicable Law, upon reasonable notice, Sellers shall cause such Fund Entity to afford Buyer and its officers, agents and other representatives reasonable access, during normal business hours, to the employees, properties, books, contracts and records of -31- such Fund Entity and Sellers shall cause such Fund Entity to furnish promptly to Buyer all information concerning the business, properties and personnel of such Fund Entity as Buyer may reasonably request; provided, that the foregoing shall not require any Fund Entity (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of such Fund Entity would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if such Fund Entity shall have used commercially reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, but was unable to do s...
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Fund Matters 
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Related to Fund Matters

  • Related Matters Executive further acknowledges and agrees that as a condition to receipt of any severance benefits, Executive must (i) comply with Executive’s obligations under Executive’s At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement; and (ii) resign from all officer and director positions with the Company and/or any affiliate (unless otherwise requested by the Company).

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • Board Matters Unless otherwise determined by the vote of a majority of the directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors.

  • Definitions and Related Matters 1 Section 1.1

  • NASD Matters All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with letters, filings or other supplemental information provided to NASD Regulation Inc. pursuant to NASD Conduct Rule 2710 or 2720 is true, complete and correct.

  • Section 16 Matters Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time.

  • Employment Related Matters Except as set forth in Schedule 3.16, (a) Seller is not a party to any contract or agreement with any labor organization or other representative of its employees; (b) there is no unfair labor practice charge or complaint pending or, to Seller's best knowledge, threatened against Seller; (c) there is no labor strike, slowdown, work stoppage or other labor controversy in effect or, to Seller's best knowledge, threatened against or otherwise affecting Seller; (d) Seller has not experienced any labor strike, slowdown, work stoppage or similar labor controversy within the past three years; (e) no representation question has been raised respecting any employees of Seller working within the past three years, nor, to the best knowledge of Seller, are there any campaigns being conducted to solicit authorization from any employees of Seller to be represented by any labor organization; (f) no collective bargaining agreement relating to any employees of Seller is being negotiated other than extensions or renewals of existing agreements set forth in Schedule 3.16; (g) no action, suit, complaint, charge, arbitration, inquiry, proceeding or investigation by or before any court, governmental agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree, labor organization or other representative of Seller's employees, is pending or, to Seller's best knowledge, threatened against Seller; (h) Seller is not a party to, or otherwise bound by, any consent decree with, citation or order by, any Governmental Body relating to their employees or employment practices relating to the employees; (i) Seller is in compliance in all material respects with all applicable laws, policies, procedures, agreements and contracts, relating to employment, employment practices, wages, hours, and terms and conditions of employment; (j) Seller has paid in full to all of its employees all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees on or prior to the date hereof.

  • FCC Matters Except for the filing of tariffs with the FCC, ----------- each Loan Party has duly and timely filed all filings which are required to be filed by it under the Communications Act, the failure to file which could reasonably be expected to have a Material Adverse Effect and is in all material respects in compliance with the Communications Act, including the rules and regulations of the FCC applicable to it, the failure to be in compliance with which could reasonably be expected to have a Material Adverse Effect. No failure to pay any Indebtedness owing to the FCC in respect of any C-Block FCC License has occurred, except in accordance with the orders, rules and regulations of the FCC.

  • Investment Matters The Common Stock to be issued to Buyer hereunder will be acquired for its own account and not on behalf of any other Person, and all such securities are being acquired by Buyer for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution of such securities. Buyer has had the opportunity to ask questions and receive answers from Ontro concerning Ontro, and has, to its Knowledge, been furnished with all of the information about Ontro which it has requested. Buyer is an "accredited investor" as defined in Rule 501(a) of the Securities Act, and to its Knowledge has been fully appraised of all facts and circumstances necessary to permit it to make an informed decision about acquiring such securities, has sufficient knowledge and expertise in business and financial matters that it is capable of evaluating the merits and risk of the investment in such securities, and has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. Buyer has been advised by Ontro and understands that (a) the securities to be issued hereunder will not be registered under any securities laws, including without limitation, the securities laws of the United States or any other jurisdiction, (b) such securities must be held indefinitely unless and until they are subsequently registered or an exemption from registration becomes available, (c) except as otherwise provided in this Agreement, Ontro is under no obligation to register such securities, (d) the securities shall bear appropriate restrictive legends, (e) Ontro shall have the right to place stop transfer orders against the securities, and (f) such securities shall be "restricted securities" under Rule 144 of the Securities Act.

  • Title and Related Matters IACH has good and marketable title to all of its properties, inventory, interest in properties, and assets, real and personal, which are reflected in the most recent IACH balance sheet or acquired after that date (except properties, inventory, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in the IACH Schedules. Except as set forth in the IACH Schedules, IACH owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with IACH'S business. Except as set forth in the IACH Schedules, no third party has any right to, and IACH has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, propriety techniques, trademarks, service marks, trade names, or copyrights which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on the business, operations, financial condition, income, or business prospects of IACH or any material portion of its properties, assets, or rights.

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