ASSIGNABILITY; SUBCONTRACTORS Sample Clauses
ASSIGNABILITY; SUBCONTRACTORS. (a) This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party, except that the Transfer Agent may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with the Transfer Agent; provided that success successor is also a duly registered as a transfer agent pursuant to Section 17A(c)(2) of the Exchange Act.
(b) The Transfer Agent may, without further consent on the part of the Trust, subcontract for the performance hereof with an affiliate of the Transfer Agent or an unaffiliated third party; provided, however, that if the subcontractor is providing transfer agency services that require being registered as a transfer agent pursuant to Section 17A(c)(2) of the Exchange Act, such subcontractor is duly registered as such; provided, further that the Transfer Agent shall be fully responsible to the Trust for the acts and omissions of the subcontractor as it is for its own acts and omissions. With regard to any other services that are provided by a vendor not affiliated with the Transfer Agent, the Transfer Agent will use all reasonable commercial efforts to coordinate with such outside vendor and to timely and accurately provide all information requested by such vendor; provided, however, that the Transfer Agent shall not be held liable to the Trust or any affiliated party of the Trust for any act or failure to act by such outside vendor except where the Transfer Agent’s negligent acts or omissions were the proximate cause of such vendor’s non-performance.
(c) For purposes of this Agreement, unaffiliated third parties include, by way of example and not limitation, Federal Express, United Parcel Services, Airborne Services, US Mails DTCC and telecommunication companies, and shall not be deemed to be subcontractors of the Transfer Agent.
ASSIGNABILITY; SUBCONTRACTORS. (a) Unless otherwise approved or agreed in writing, Globoforce shall not assign, delegate or subcontract any of its rights or responsibilities under this Agreement to any third party or entity, and this Agreement may not be involuntarily assigned or assigned by operation of law, without the express written consent of Company, which consent shall not be unreasonably withheld.
(b) If Company consents to the use of any subcontractors and/or consultants provided by Globoforce to perform the Services, such subcontractors and/or consultants shall be engaged to do so under written contracts with Globoforce under terms and conditions no less restrictive than those set forth herein,, including but not limited to Sections 7 and 12. Globoforce shall also ensure that each subcontractor has obtained and maintains all licenses required in connection with the Services for which such subcontractor is responsible. Globoforce shall include in its subcontracts provisions substantially equivalent to those in this Agreement and, where applicable, equivalent to those in an SOW between any Business Component and Globoforce, to the extent such terms and conditions are relevant to the Services to be provided by the subcontractor (including, without limitation, a restriction on the subcontractor’s right to further subcontract its obligations without Company’s or such Business Component’s prior written consent), and shall identify Company and, where applicable, such Business Component, as a direct and intended third party beneficiary thereof. Upon Company request from time-to-time, an officer of Globoforce shall certify in writing that each subcontractor is in full compliance with this Section.
(c) Notwithstanding the foregoing, it is understood and agreed that Globoforce may without notice to Company subcontract certain ministerial and non-core responsibilities, including by way of example and not limitation, mailing and copying, provided that such ministerial and non-core responsibilities do not involve the handling or processing of Company Personal Data.
(d) Globoforce shall remain responsible, as primary obligor, for all obligations performed by subcontractors to the same extent as if such obligations were directly performed by Globoforce, including any acts or omissions by the subcontractors. In no event shall Globoforce be relieved of its obligations under this Agreement as a result of its use of any subcontractors. Globoforce shall supervise the activities and performance of ...
ASSIGNABILITY; SUBCONTRACTORS. (a) The CONTRACTOR shall not sublet, assign, subcontract or transfer any interest in this Agreement or part of this Agreement, or claims for the money due or to become due out of this Agreement to a bank, trust company, or other financial institution without written TPO approval. When approved by the TPO, written notice of such assignment or transfer shall be furnished promptly to the TPO.
(b) The CONTRACTOR agrees to reasonably participate in the contractual “piggybacking” programs pertinent to Florida governments.
ASSIGNABILITY; SUBCONTRACTORS. (a) The CONTRACTOR shall not sublet, assign, subcontract or transfer any interest in this Agreement or part of this Agreement, or claims for the money due or to become due out of this Agreement to a bank, trust company, or other financial institution without written TPO approval. When approved by the TPO, written notice of such assignment or transfer shall be furnished promptly to the TPO.