The Counterparty Sample Clauses
The Counterparty. To be notified to the Trust at the time of request for transfer. The Trust: To be notified to the Counterparty prior to any transfer.
The Counterparty. The Counterparty hereby represents and warrants as follows on the date of this Agreement and (other than in the case of paragraphs (c), (d), (e) and (f)(iii) below) on each day on which Commodity Contracts are entered into under Clause 3.2 or terminated under Clause 3.3 and (in the case of paragraphs (d)(ii) and (d)(iii) below) on the date on which such information is given and (provided that the Fund has given to the Counterparty not less than five Business Days’ notice of its intention to publish the Prospectus, supplementary prospectus or other formal disclosure document contemplated in the definition of “Prospectus” or non-USA disclosure document concerned (a Relevant Document) specifying the intended date of publication thereof and provided further that prior to such intended date of publication (or the date of actual publication, if later) the Counterparty has not notified the Fund that such information is not, or will not then be, true and accurate in all material respects (in which event the Counterparty undertakes to provide updated information for inclusion in the Relevant Document as soon as reasonably practicable thereafter and the representations and warranties in paragraph (d) will apply to such information on the date such information is given and the date the Relevant Document is published accordingly)) on the date the Relevant Document is published:
The Counterparty. Provide a
The Counterparty. 2.2.1 shall take all appropriate steps to ensure that neither the Counterparty, nor its Affiliates, nor any Subcontractors nor any Representatives are in a position where, in the reasonable opinion of the Authority, there is or may be an actual conflict of interest, or a potential conflict of interest, between the personal, professional or financial interests of the Counter- party, any of its Affiliates, any Subcontractor and/or any Representatives and the duties owed to the Authority under any Contract or pursuant to an open and transparent ITT Process; and
2.2.2 acknowledges and agrees that a conflict of interest may arise in situations where the Counterparty, any of its Affiliates, any Subcontractors and/or any Representatives intend to take part in an ITT Process (whether as a bidder, co-bidder, or as a sub-contractor to a bidder) and, because of the Counterparty’s, any of its Affiliates’, any Subcontractors’ and/or any Representatives’ relationship with PA and/or the Authority (whether di- rectly or through the Counterparty or PA as applicable) under any Con- tract, the Counterparty, any of its Affiliates, any Subcontractors and/or any Representatives have or have had access to information which could provide the Counterparty, any of its Affiliates, any Subcontractors and/or any Representatives’ with an advantage and render unfair an otherwise genuine and open competitive ITT Process.
The Counterparty. For Cash: To be notified to the Trust prior to any transfer. For Eligible Collateral: Fed Eligible Settlements: To be notified to the Trust prior to any transfer. DTC Eligible Settlements: To be notified to the Trust prior to any transfer. The Trust: To be notified to the Counterparty prior to any transfer.
The Counterparty. (a) shall take all appropriate steps to ensure that neither the Counterparty, nor its Affiliates, nor any Sub-contractors nor any Representatives are in a position where, in the reasonable opinion of the Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Counterparty, any of its Affiliates, any Sub-contractors and/or any Representatives and the duties owed to the Authority under any Contract or pursuant to an open and transparent ITT Process; and
(b) acknowledges and agrees that a conflict of interest may arise in situations where the Counterparty, any of its Affiliates, any Sub-contractors and/or any Representatives intends to take part in the ITT Process and because of the Counterparty’s, any of its Affiliates’, any Sub-contractors’ and/or any Representatives’ relationship with the Authority under any Contract, the Counterparty, any of its Affiliates, any Sub-contractors and/or Representatives have or have had access to information which could provide the Counterparty and/or its Affiliates, and any Sub-contractors and/or any Representatives with an advantage and render unfair an otherwise genuine and open competitive ITT Process.
The Counterparty. (a) Makes the instructions to the Company and the Issuer specified in Sections 1 and 2 as being made by the Counterparty and shall not revoke such instructions or take any action intended to induce the Company or the Issuer to take any action inconsistent with such instructions.
(b) Agrees that it shall promptly (and in any event within ten business days) forward to Pledgee any written notice it receives from the Issuer or the Company relating to the Pledged Common Units under the LLC Agreement.
(c) Agrees to take any administrative action reasonably requested by Pledgee that is necessary to allow the Company and the Issuer to comply with their respective obligations hereunder, as applicable (including, by way of example, executing any documentation as the beneficial owner necessary to reflect the exchange of Pledged Common Units for Class A Common Stock or any customary documentation reasonably requested by the transfer agent for the Company, Continental Stock Transfer & Trust Company (the “Transfer Agent”)); provided that any such request shall comply with the requirements of this Issuer Agreement.
(d) Consents to the provisions of Sections 1 and 2 and acknowledges Pledgee’s undertakings set forth in Section 3.
(e) Agrees that it shall provide prompt written notice to Pledgee of its receipt from the Company or the Issuer of notice of any amendment to the LLC Agreement or Stockholders Agreement (provided that, to the extent any such amendment is made publicly available by the Issuer in a Current Report on Form 8-K or other report publicly filed with the Securities and Exchange Commission, the Pledgee shall be deemed to have provided such notice).
(f) Represents that it is a US person, as defined in Section 7701 of the Internal Revenue Code of 1986, as amended, and agrees that it will maintain such status for the duration of this Issuer Agreement.
(g) Agrees that it will provide to the Company an executed Internal Revenue Service (“IRS”) Form W-9 upon request as well as promptly in the event any such IRS Form W-9 previously provided becomes inaccurate or obsolete.
(h) Agrees to treat Counterparty (or its regarded owner if Counterparty is disregarded for applicable tax purposes) as the beneficial owner of any Pledged Collateral for U.S. federal or applicable state and local income tax purposes unless Pledgee exercises its rights and remedies with respect to such Pledged Collateral under the Transaction Documents and transfers such Pledged Collateral to...
The Counterparty