Indemnification for Failure to Comply with Diversification Requirements Clause Samples

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Indemnification for Failure to Comply with Diversification Requirements. The Fund and the Adviser acknowledge that any failure (whether intentional or in good faith or otherwise) to comply with the diversification requirements specified in Article III, Section 3.3 of this Agreement may result in the Contracts not being treated as variable contracts for federal income tax purposes, which would have adverse tax consequences for Contract owners and could also adversely affect the Company's corporate tax liability. Accordingly, without in any way limiting the effect of Sections 8.2(a) and 8.3(a) hereof and without in any way limiting or restricting any other remedies available to the Company, the Fund, the Adviser and the Distributor will pay on a joint and several basis all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Section 3.3 of this Agreement, including all costs associated with correcting or responding to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute shares of another investment company for those of the failed Fund or Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); fees and expenses of legal counsel and other advisors to the Company and any federal income taxes or tax penalties (or "toll charges" or exactments or amounts paid in settlement) incurred by the Company in connection with any such failure or anticipated or reasonably foreseeable failure. Such indemnification and reimbursement obligation shall be in addition to any other indemnification and reimbursement obligations of the Fund, the Adviser and/or the Distributor under this Agreement.
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Indemnification for Failure to Comply with Diversification Requirements. The Fund, Adviser and Underwriter acknowledge that any failure (whether intentional or in good faith or otherwise) to comply with the diversification requirements specified in Article II, Section 2.12 of this Agreement may result in the Contracts not being treated as variable contracts for federal income tax purposes, which would have adverse tax consequences for Contract owners and could also adversely affect the Company's corporate tax liability. Accordingly, without in any way limiting the effect of Sections 9.2(a) or 9.3(a) hereof and without in anyway limiting or restricting any other remedies available to the Company, the Fund, the Adviser and the Underwriter shall indemnify the Company against any losses, claims, expenses, damages, liabilities and settlements to which the Company is subject due to such failure.
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Indemnification for Failure to Comply with Diversification Requirements. The Fund and the Adviser acknowledge that any failure (whether intentional or in good faith or otherwise) to comply with the diversification requirements specified in Article III, Section 3.1 of this Agreement may result in the Contracts not being treated as variable contracts for federal income tax purposes, which would have adverse tax consequences for Contract owners and could also adversely affect the Company's corporate tax liability. Accordingly, without in any way limiting the effect of Sections 7.2(a) and 7.3(a) hereof and without in any way limiting or restricting any other remedies available to the Company, the losses, claims, damages, liabilities, including reasonable legal and other expenses for a failure to comply with the diversification requirements specified in Article III, Section 3.1 include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are required to substitute membership interests of another investment company for those of the failed Fund or Portfolio (including but not limited to an order pursuant to Section 26(b) of the 1940 Act); fees and expenses of legal counsel and other advisors to the Company and any federal income taxes or tax penalties (or "toll charges" or exactments or amounts paid in settlement) incurred by the Company in connection with any such failure or anticipated or reasonably foreseeable failure.
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Indemnification for Failure to Comply with Diversification Requirements. The Fund and the Adviser acknowledge that any failure (whether intentional or in good faith or otherwise) to comply with the diversification requirements specified in Article III, Section 3.3 of this Agreement may result in the Contracts not being treated as variable contracts for federal income tax purposes, which would have adverse tax consequences for Contract owners and could also adversely affect the Company's corporate tax liability. Accordingly, without in any way limiting the effect of Sections 8.2(a) and 8.3(a) hereof and without in any way limiting or restricting any other remedies available to the Company, the Fund, the Adviser and the Distributor will pay on a joint and several basis all costs associated with or arising out of any failure, or any anticipated or reasonably foreseeable failure, of the Fund or any Portfolio to comply with Section 3.3 of this Agreement, including all costs associated with correcting or responding to any such failure; such costs may include, but are not limited to, the costs involved in creating, organizing, and registering a new investment company as a funding medium for the Contracts and/or the costs of obtaining whatever regulatory authorizations are
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Related to Indemnification for Failure to Comply with Diversification Requirements

  • Stipulated Penalties for Failure to Comply with Certain Obligations As a contractual remedy, Extendicare and OIG hereby agree that failure to comply with certain obligations as set forth in this CIA may lead to the imposition of the following monetary penalties (hereinafter referred to as “Stipulated Penalties”) in accordance with the following provisions. 1. A Stipulated Penalty of $2,500 (which shall begin to accrue on the day after the date the obligation became due) for each day Extendicare fails to establish and effectively implement any of the following obligations as described in Section III: a. a Compliance Officer; b. a Compliance Committee;

  • Compliance with Nondiscrimination Requirements During the performance of this Agreement, the Contractor, for itself, its assignees, and successors in interest, agrees as follows:

  • Compliance with ▇▇▇▇▇▇▇▇ Act requirements The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract.

  • Compliance with Accessibility Standards All parties to this Agreement shall ensure that the plans for and the construction of all projects subject to this Agreement are in compliance with standards issued or approved by the Texas Department of Licensing and Regulation (TDLR) as meeting or consistent with minimum accessibility requirements of the Americans with Disabilities Act (P.L. 101-336) (ADA).

  • Compliance with ▇▇▇▇▇-▇▇▇▇▇ and Related Act requirements All rulings and interpretations of the ▇▇▇▇▇-▇▇▇▇▇ and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract.