Contractual Arrangement Clause Samples

Contractual Arrangement. The Employer shall enter into a written contract or agreement with each such Investment Manager in connection with its appointment as such, and such contract shall be subject to such terms and conditions and shall grant to the Investment Manager such authority and responsibilities in the management of the applicable Investment Fund assets as the Employer deems appropriate under the circumstances. Without limiting the generality of the foregoing, such contract may establish investment objectives for the assets of the Investment Fund(s) under the management of the Investment Manager and may limit the types of assets that may be acquired or held by such Investment Fund(s).

Contractual Arrangement. The description of the corporate structure of the Company and of the various contracts constituting the contractual arrangement among the Company or its Covered Subsidiaries, Other Entities, Covered VIEs, and shareholders of the Covered VIEs (each, a “Contractual Arrangement” and collectively the “Contractual Arrangements”), incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and as set forth in the Annual Report, as updated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading in any material respect. There is no other agreement, contract or document relating to the corporate structure or the operation of the Company and the Subsidiaries, to the extent material to the Company, not disclosed in the Annual Report, as updated by the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each Contractual Arrangement is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such Contractual Arrangement. None of the parties to any of the Contractual Arrangements has sent or received any communication regarding termination of, or intention not to renew, any of the Contractual Arrangements, and to the knowledge of the Company, no such termination or non-renewal has been, to the knowledge of the Company, threatened or is being contemplated by any of the parties thereto.

Contractual Arrangement. It is expressly acknowledged by the parties hereto that Western is an independent contractor. Nothing contained herein is intended or shall be construed to create an employer-employee relationship, joint venture or partnership between Western and Protection One and/or any Client Group Member. The parties acknowledge and agree that Protection One will not withhold from the compensation payable to Western hereunder any sums for income tax, employment insurance, workers compensation, Social Security, or any other withholding pursuant to any state or federal law or requirement of any governmental agency.

Contractual Arrangement. 1. To facilitate carrying out Part 1 and Part 2 of the Project, the Recipient shall: (a) maintain one or more Service Provider(s) and enter into a Service Agreement (“Service Agreement”) with the Service Provider(s), whose form and substance shall be satisfactory to the Association and in accordance with the Environment and Social Standards; (i) ensure that all Project activities to be undertaken by the Service Provider(s) under the Service Agreement(s) shall be carried out with due diligence and efficiency and in accordance with sound technical and managerial standards and practices acceptable to the Association; and (ii) exercise its rights and carry out its obligations under the Service Agreement(s) in such a manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing; and (b) not assign, amend, abrogate or waive the Service Agreement or any provision thereof, or permit to be assigned, amended, abrogated, or waived, the aforementioned, or any provision thereof (except as the Association shall otherwise agree).

Contractual Arrangement. The Board shall enter into a written contract or agreement with each such Investment Manager in connection with its appointment as such, and such contract shall be subject to such terms and conditions and shall grant to the Investment Manager such authority and responsibilities in the management of the applicable Investment Fund assets as the Trustees deem appropriate under the circumstances. Without limiting the generality of the foregoing, such contract may establish investment objectives for the assets of the Investment Fund(s) under the management of the Investment Manager and may limit the types of assets that may be acquired or held by such Investment Fund(s).

Contractual Arrangement. The description of the corporate structure of the Company and the various contracts among the Company and any of the Affiliated Entities or any of their respective shareholders, as the case may be, (each a “Corporate Structure Contract” and collectively the “Corporate Structure Contracts”), as set forth in the Annual Report under the headings “Item 4. Information of the Company – A. History and Development of the Company and “Item 7. Major Shareholders and Related Party Transactions – B. Related Party Transactions” and filed as Exhibits 4.6 to 4.14 to the Registration Statement, is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading in any material respect. There is no other agreement, contract or other document relating to the corporate structure of the Company and the Affiliated Entities which has not been previously disclosed or made available to the Underwriters and, to the extent material to the Company, disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, each Corporate Structure Contract is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such Corporate Structure Contract. None of the parties to any of the Corporate Structure Contracts has sent or received any communication regarding termination of, or intention not to renew, any of the Corporate Structure Contracts, and no such termination or non renewal has been threatened or is being contemplated by any of the parties thereto.

Contractual Arrangement. To the Knowledge of the Shareholder, the description of the corporate structure of the Listco and the various contracts among the Listco and any of the Group Companies or any of their respective shareholders, as the case may be, (each a “Corporate Structure Contract” and collectively the “Corporate Structure Contracts”), as set forth in the SEC Filings is true and accurate in all material respects and nothing has been omitted from such description in the SEC Filings which would make it misleading in any material respect; there is no other material agreement, contract or other document relating to the corporate structure of the Listco and the Group Companies which has not been previously disclosed or made available to the Lender and, to the extent material to the Listco, disclosed in the SEC Filings; each Corporate Structure Contract is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such Corporate Structure Contract, except for any such breach or default which, individually or in aggregate, would not result in a Material Adverse Effect; none of the parties to any of the Corporate Structure Contracts has sent or received any communication regarding termination of, or intention not to renew, any of the Corporate Structure Contracts, and no such termination or non-renewal has been threatened or is being contemplated or anticipated by any of the parties thereto.

Contractual Arrangement. The description of the corporate structure of the Company and the various contracts between the Company and the Subsidiaries or shareholders of the Covered VIEs, or among the Subsidiaries, as the case may be (each a “Corporate Structure Contract” and collectively the “Corporate Structure Contracts”), incorporated by reference in the Time of Sale Information and the Offering Memorandum and as set forth in the Annual Report, as updated by the Time of Sale Information, is true and accurate in all material respects and nothing has been omitted from such description which would make it misleading in any material respect. There is no other agreement, contract or document relating to the corporate structure or the operation of the Company and the Subsidiaries, to the extent material to the Company, not disclosed in the Annual Report, as updated by the Time of Sale Information. Each Corporate Structure Contract is in full force and effect and none of the parties thereto is in breach or default in the performance of any of the terms or provisions of such Corporate Structure Contract. None of the parties to any of the Corporate Structure Contracts has sent or received any communication regarding termination of, or intention not to renew, any of the Corporate Structure Contracts, and no such termination or non-renewal has been threatened or is being contemplated by any of the parties thereto.

Contractual Arrangement. The Administrator shall enter into a written contract or agreement with each such Investment Manager in connection with its appointment as such, and such contract shall be subject to such terms and conditions and shall grant to the Investment Manager such authority and responsibilities in the management of the applicable assets of the Trust as the Administrator deems appropriate under the circumstances. Without limiting the generality of the foregoing, such contract may establish investment objectives for the assets of the Trust under the management of the Investment Manager and may limit the types of investments that may be acquired with such Trust assets.