Assumption of Duties. (a) DCWR hereby agrees that prior to the date of this Agreement it shall be bound by all the provisions and requirements of and assume all of the responsibilities under the Sale and Servicing Agreement, the Related Documents and the Trust Documents, applicable to DCWR. The Designated Affiliate hereby agrees that on and after the date of this Agreement it shall be bound by all the provisions and requirements of and assume the performance of every covenant and obligation and all of the responsibilities and duties under the Sale and Servicing Agreement, the Related Documents and the Trust Documents applicable to DCWR.
(b) In connection with such assumption, the Designated Affiliate agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to (i) the Receivables now existing and created on or after the Assumption Date in the Accounts (which may be a single financing statement with respect to all such Receivables) for the sale of "tangible chattel paper", "accounts" or "payment intangibles" (each as defined in Section 9-102 of the UCC as in effect in the relevant jurisdiction) and (ii) all other Collateral now existing and created on or after the Assumption Date, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale, transfer and assignment of such Receivables and other Collateral to the Trust, and to deliver a file-stamped copy of such financing statements or other evidence of such filing (which may, for purposes of this Section 4, consist of telephone confirmation of such filing, confirmed within 24 hours in writing) to the Trustee on or prior to the Assumption Date.
Assumption of Duties. Assignee hereby assumes and agrees to pay, discharge, or perform, as appropriate, all of Assignor’s obligations under the Employment Agreement arising after the date hereof. If any of those obligations was discovered after the date hereof, but were, in actuality, incurred prior to the date hereof, those obligations shall be paid, discharged or performed, as appropriate, by Assignor.
Assumption of Duties. DCWR hereby agrees that prior to the date of this Agreement it shall be bound by all the provisions and requirements of and assume all of the responsibilities under the Amended and Restated Pooling and Servicing Agreement, the Related Documents and the Trust Documents, applicable to DCWR. The Designated Affiliate hereby agrees that on and after the date of this Agreement it shall be bound by all the provisions and requirements of and assume the performance of every covenant and obligation and all of the responsibilities and duties under the Amended and Restated Pooling and Servicing Agreement, the Related Documents and the Trust Documents applicable to DCWR.
Assumption of Duties. By the Corporation or Agents Designated By the ------------------------------------------------------------------- Corporation. -----------
A. The Corporation, the Fund or their designated agents other than DST may assume certain duties and responsibilities of DST or those services of Transfer Agent and Dividend Disbursing Agent as those terms are referred to in Sections 4.D. and 4.E. of this Agreement, including but not limited to answering and responding to telephone inquiries from shareholders and brokers, accepting shareholder and broker instructions (either or both oral and written) and transmitting orders based on such instructions to DST, preparing and mailing confirmations, obtaining certified TIN numbers, classifying the status of shareholders and shareholder accounts under applicable tax law, establishing shareholder accounts on the TA2000 System and assigning social codes and Taxpayer Identification Number codes thereof, and disbursing monies of the Fund, said assumption to be embodied in writing to be signed by both parties.
B. To the extent the Corporation or the Fund or their agent or affiliate assumes such duties and responsibilities, DST shall be relieved from all responsibility and liability therefor and is hereby indemnified and held harmless against any liability therefrom and in the same manner and degree as provided for in Section 8 hereof.
C. Initially the Corporation's designee UAM Shareholder Service Center, Inc. ("UAMSSC") shall be responsible for the activities set forth in Exhibit D, attached hereto. DST will use its reasonable efforts to provide reasonable assistance to UAM SSC in performing the services described therein but DST shall have no responsibility or liability for any errors, inaccuracies, omissions or inadequacies of UAM SSC or for verifying any of UAM SSC actions or omissions.
Assumption of Duties. Subcontractor assumes toward the Contractor all the obligations and responsibilities that the Contractor assumes in and by the Contract Documents toward the Owner, or toward other parties insofar as they are applicable to the work of this Subcontract. The Subcontractor shall act, for all purposes herein, as an independent contractor and not as an employee or agent of the Contractor. Unless otherwise set forth herein, the Subcontractor shall be entitled to all the terms and protections granted to the Contractor by the Owner under the terms of the general conditions, special conditions, specifications and addenda. Subcontractor shall be responsible for all construction means and methods utilized in performance of its work of the Subcontract, and shall coordinate its work with other affected parties.
Assumption of Duties. The DIRECTOR will assume responsibilities of the position under the terms of this Contract effective the 17th day of July, 2017.
Assumption of Duties. Standard of Care. Sub-Servicer shall at all times service the Mortgage Loans in accordance with prudent mortgage banking standards and practices. It is understood and agreed that Sub-Servicer shall exercise the same standard of care that it exercises in the servicing of Mortgage Loans for its own account. Correspondingly, Owner does hereby grant to Sub-Servicer the right to exercise and enjoy all of the rights, powers and privileges granted to Owner in connection with the Mortgage Loans except as otherwise provided herein, subject to applicable rules and regulations. Sub-Servicer shall, consistent with Investor requirements, perform such duties and responsibilities on behalf of Owner as permitted by Investor or Mortgage Loans, as appropriate, during the period of this Agreement.
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Assumption of Duties. In the event the Subrecipient is dissolved or otherwise ceases to exist, declares bankruptcy, or otherwise becomes insolvent, or refuses to perform its duties set forth herein, MHS shall assume all duties and obligations for which the Subrecipient is responsible as set forth herein.
Assumption of Duties. Subject to the terms and conditions of the APA, Assignee hereby assumes and agrees to discharge, perform and fulfill all of the duties, obligations, and restrictions imposed on Assignor under the Assumed Liabilities, Contracts and Employee Benefit Plans which pertain to and are to be performed on and after the Effective Time.
