Client Contracts Clause Samples

Client Contracts. Please send us a copy of all contracts you hold with a client for an event on our property.

Client Contracts. (a) The Territory, PwCIL and BermudaCo shall as soon as practicable following the date hereof establish procedures (including, without limitation, the form of disclosures to be made to third parties in connection with the transactions contemplated hereby and the form of documentation (if any) to be provided to such third parties in connection with obtaining their consents) in connection with soliciting clients' consents in respect of Client Contracts where such consents are required for the assignment of such contracts or otherwise to implement the transactions contemplated hereby. (b) If any consents referred in paragraph (a) above shall not have been obtained by the Territory by the Closing Date, the Territory and BermudaCo shall continue to follow the procedures referred to in paragraph (a) above for obtaining such consents as soon as practicable thereafter with such modifications to those procedures as BermudaCo and the Territory may from time to time agree. (c) The Territory and BermudaCo shall cooperate to review the terms of all Cross LOS Contracts to which the Territory or any of its Subsidiaries is a party, in order to determine prior to Closing whether any such Cross LOS Contracts, subject to such consents from clients or other parties as may be necessary having been obtained, should be terminated and replaced by separate contracts relating to the Consulting Business with BermudaCo and its Subsidiaries on the one hand, and with the Territory and its Subsidiaries relating to the provision of other services on the other hand, or whether the Territory should subcontract to BermudaCo and its Subsidiaries the provision of consulting services to the client pursuant to such Cross LOS Contract with the contract not being treated as an Assigned Contract, or whether any such contract should be treated as an Assigned Contract and the provision of services and/or goods other than consulting services under such contract should be subcontracted to the Territory and its Subsidiaries. Procedures as referred to in paragraph (a) above shall apply to the solicitation of any client consents necessary to implement these arrangements in respect of any Cross LOS Contract. (d) The Territory and BermudaCo shall cooperate to review the terms of all International Client Contracts to which the Territory or any of its Subsidiaries is a party, in order to determine prior to Closing whether, subject to such consents from clients and other parties as may be necessary having bee...

Client Contracts. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each investment advisory agreement entered into by any Company Adviser Subsidiary with a Registered Fund, Private Fund or a Non-Fund Client (each a "Client Contract"), and any subsequent renewals thereof, has been duly authorized, executed and delivered by such Company Adviser Subsidiary and, to the extent applicable, has been approved in accordance with Section 15 of the Investment Company Act, and is a valid and legally binding agreement, enforceable against such Company Adviser Subsidiary. Each Company Adviser Subsidiary has been and is in compliance in all material respects with each Client Contract to which it is a party.

Client Contracts. The following are in the name of Seller and shall be assigned to the Company: 1. Electric Lightwave; ▇▇▇/110 2. Global Crossing; GC/1l0 3. Geo Partners; GEO-TRW/110 4. GM Onstar; GMON/110, GM/1ll 5. Ontario Hydro; 0H/122 6. Fore Systems; RSGLON/for 110 7. Century Telephone, Inc.; SHRCO 110-0lA 8. Telesystem Int. Wireless, Inc.; TIW/112 9. Nortel Networks; NT/12513 & NTL/125 & NTL/125B. 10. Dell Computer Co.; DEL/112 11. Emergence LLC; LLC/GENC 12. Energis Communications. Ltd.; RSGLON/ENR11O 13. Citizens Utilities; CZN/115B, CZN/110-01A 14. Interactive Media Group; IMG/NOPRG, 1MG/112-02 15. Wisconsin Electric Power Co.; WE/110B, WEC/129 16. Lucent Microelectronics; LUC/133 17. Cisco Systems, Inc.; CIS/110 & CIS/110B & CIS/111 18. Nextnet, Inc.; Next/1ll 19. Lucent Technologies, Inc.;LUC/132, LUC/131-01, LUC/118 20. Xerox; XRX/11O & XRX/111 21. GTE Government Systems; GD/110 22. Citizens Communications; CZN/122, C2N/115C 23. Global Ventures/Concert/Concert Management Services; GV/110 & GV/111 24. IBM Corp.; IBM/127 25. Hewlett Packard; HP/177B & HP/175 26. Geo - AT&T; ATT/11O 27. Norwest Mortgage; NORW/110 28. General Dynamics; GD/110, 111 & 112 Schedule 4.11 - Assignment of Rights Under Certain Agreements (cont'd)

Client Contracts. (a) PictureTel is not obligated to provide lease guarantees unless IPNI has entered into at least two signed Client Contracts, with each Client (a "Charter Client") committing to pay within a period satisfactory to PictureTel at least $200,000 pursuant to the terms addressed in Section VI(b). The Pilot Period shall be deemed complete when both (i) the minimum Charter Client Contract requirements as specified in this Clause (a) above have been met and (ii) PictureTel and IPNI agree that each such Charter Client has evaluated the IPNI System in the field for a period of not less than six months and not more than nine months. (b) IPNI shall submit its standard Client Contracts and Charter Client Contracts to PictureTel for approval. PictureTel shall approve or reject such Client Contracts and Charter Client Contracts within ten (10) business days of receipt by PictureTel. If PictureTel rejects the Client Contracts and Charter Client Contracts, PictureTel must propose modifications which, if accepted, will make the Contracts acceptable. (c) In addition, PictureTel shall have the right to approve any material change to the approved Client Contracts and Charter Client Contracts which may be negotiated between IPNI and any potential client. PictureTel shall reject or approve such change as soon as possible but, in any event, not later than four working days from receiving IPNI's written request and full documentation regarding the transaction; such approval may be reasonably withheld. (d) Intentionally Left Blank (e) If it is determined by PictureTel that the business model will not support the revenue generation needed to continue into the Rollout, IPNI agrees to not dismantle and/or market the PictureTel components without the express prior written consent of PictureTel.

Client Contracts. (a) Section 4.10(a) of the Disclosure Letter sets forth a list, complete and accurate in all material respects (distinguishing clearly among investment banking, investment management or advisory, brokerage, and other types of Clients), as of April 30, 2007 of: (1) the name of each Client; (2) all related account numbers for the Investment Accounts used by the Company and its subsidiaries with respect to each such Client; (3) for each such Investment Account, on an account-by-account basis, the aggregate market value of the assets under management or otherwise held in such Investment Account; and (4) the aggregate value of the assets under management or otherwise held in such Investment Accounts by category (i.e., investment management or advisory, brokerage and other types of Clients) and for all such Investment Accounts in the aggregate. “Client” means any person that receives investment banking, investment management or advisory services, brokerage services, or other similar types of services from the Company or any of its subsidiaries. “Investment Account” means the investment management or advisory, brokerage, or other type of account or accounts established by a Client or Intermediary, as applicable, with the Company or any of its subsidiaries pursuant to the provisions of the applicable Client Contract, Intermediary Contract, or other agreement with the Intermediary to which the Client is a party.

Client Contracts. 80 ARTICLE X Noncompetition

Client Contracts. Schedule 3.1(r) hereto sets forth a complete list of all of the Company’s contracts, engagement letters and other arrangements with Clients (“Client Contracts”). Sellers have provided Purchaser with a complete copy of each Client Contract and each Client Contract is (and immediately after the Closing will be) in full force and effect and valid, binding and enforceable in accordance with its terms against the Company and, to the Sellers’ knowledge, any other parties thereto. The Company has and, to the knowledge of the Sellers, all other parties to each of the Client Contracts have, performed all obligations required to be performed to date under the Client Contracts in all material respects, and neither the Company nor any such other party is in material default or arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a material breach or default thereunder. The Client Contracts do not include any obligations to Clients that have not been incurred in the ordinary course of the Company’s business.

Client Contracts. 42 Section 5.29 Registered Fund Clients...................................42 Section 5.30 Regulatory Compliance.....................................42 Section 5.31 Compliance with Privacy Laws and Policies.................43 Section 5.32 Investigation by the Company..............................43