DUTIES AND OBLIGATIONS OF CUSTOMER Sample Clauses

DUTIES AND OBLIGATIONS OF CUSTOMER. 6.1. The Customer may not – nor permit any third party to – make use of the Service other than as expressly stipulated in the Agreement and/or as expressly and explicitly allowed by overriding mandatory law, such as the Copyright Act. 6.2. During the term of the Agreement the Customer shall, if so required by Inter8, at its own cost provide Inter8 with a means of remote access to its IT systems so as to enable the provision by Inter8 of a remote diagnostic service as part of the Support and for this purpose shall install a modem and any related equipment or software as Inter8 shall provide or specify (the modem and related equipment and/or software remaining property of and under the control of Inter8). 6.3. During the term of the Agreement the Customer shall, if so required by Inter8, at its own cost co-operate fully with Inter8’s employees in the performance of the Agreement and, without prejudice to the generality of the foregoing, make available to the Inter8 all information and materials reasonably required by Inter8 to enable Inter8 to perform the Agreement. 6.4. Where the (Additional) Service and/or Support is provided by Inter8 at the Customers site(s): i. provide adequate working space and reasonable computer, telephone, telecommunication, typing and photocopying facilities at the sites for use by Inter8’s personnel in the performance of the Agreement; ii. take all reasonable and proper precautions to protect the health and safety of Inter8’s employees; iii. provide Inter8 with full, safe and uninterrupted access to the site(s) and all related systems, equipment and software for the purpose of the Agreement. Inter8 agrees that its personnel will comply with guidelines and health and safety regulations that apply at the relevant site, provided however that the Customer duly informs Inter8’s personnel beforehand in that respect. 6.5. The use of the Service by the Customers nominated users is personal (“named users”). Therefore, the users may not give any other person remote or other access to Platform. The login and password made available to the user are also personal. The user must keep these codes strictly confidential and/or use these codes with due care. The use of said codes shall be solely the responsibility of and the risk of user. The Customer shall indemnify, defend, and hold harmless Inter8 from any claim, proceeding, loss or damages based upon any use, misuse, or unauthorized use of user’s login code and/or password relating to the Servi...
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DUTIES AND OBLIGATIONS OF CUSTOMER. 5.1. Use of Daenerys’ Services a) You or your Authorised Representative(s) shall promptly notify us of any unauthorised access, use or disclosure of your Daenerys Account credentials, unauthorised access or use of the Daenerys Account or any other breach of security, which such notification shall reasonably describe the issue at hand including the date, type of problem and part of the Website where you experienced that problem. b) You or your Authorised Representative(s) shall ensure that you will log off from your Daenerys Account at the end of each session. c) When processing a withdrawal Instruction, you agree to indemnify us against any losses incurred due to providing us with an incorrect Digital Asset Release Address, or your Digital Asset Release Address becomes inaccessible due to user error such as forgotten passwords, third-party access to the Digital Asset Release Address, or; any unauthorised third party activities, including, but without limitation to, the use or introduction of computer viruses, or other malware, phishing, spoofing or any other means of attack against you.
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DUTIES AND OBLIGATIONS OF CUSTOMER. 3.1 Customer shall provide any information reasonably requested by AxonMedia which it requires to fulfill its duties and obligations under this Agreement. 3.2 Customer shall inform AxonMedia as soon as practicable by e-mail, phone or facsimile of any fault of which it is informed or becomes aware in its use of the Service. 3.3 Customer should not use the Service to knowingly transfer SMS Messages that are classified as SPAM under applicable law. In the event that a destination operator for an SMS Message complains to AxonMedia that its network has been used to originate SPAM, Customer agrees to work with AxonMedia to suspend the relevant Customer client account immediately, and in the event Customer fails to take such action, AxonMedia reserves the right to refuse further service delivery to Customer.
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DUTIES AND OBLIGATIONS OF CUSTOMER. The contract should clearly lay down the duties and obligations of the customer. Amongst others, the customer must: 7 xxxx://xxx.xxxxxx.xxx/intl/en/policies/terms/ 8ibid 1. provide accurate and updated personal information, 2. use the services only for allowed purposes, (You may use our Services only as permitted by law…….)9 3. not use the X email services for prohibited purposes such as transmitting pornography, pirated content, defamatory and seditious content etc. 4. access (or attempt to access) the services only through the interface provided by Noodle, 5. not access (or attempt to access) the services through any automated means not permitted by X, 6. follow the instructions contained in the x. file on the X web servers, 7. not engage (directly or indirectly) in any activity that interferes with or disrupts the services, 8. not reproduce, duplicate, copy, sell, trade or resell the services for any purpose,
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DUTIES AND OBLIGATIONS OF CUSTOMER. 4.1 Customer shall pay Vendor for its performance of Services in accordance with the terms of this Agreement (including Schedule B) and the price and schedule of progress payments set forth in Schedule A to this Agreement. For Services rendered on a time-and-materials basis, the rates and terms in the attached Schedule B shall apply and invoices will be provided to Customer on a monthly basis for Services performed in the prior month. Except as otherwise set forth in a Statement of Work, invoices shall not be submitted until the Deliverables provided in accordance with the Statement of Work have been accepted by Customer in accordance with Section 3 above. Each invoice shall refer to the applicable Statement of Work and where applicable the hours expended, the applicable rates or other performance measurement authorized by the Statement of Work, the time period covered by the invoice, and details of any costs and expenses, which are reimbursable or payable. Except as otherwise set forth in Schedule B or a Statement of Work, Vendor shall provide original receipts for costs or expenses reimbursable under the terms of the Statement of Work. The rates specified in Schedule B shall be valid for a period of one year from the Effective Date. In addition to the above, all fees for Services performed pursuant to this Agreement will include an additional [**] percent ([**]%) charge for technology and administrative fees. (The [**] percent charge shall only apply to Services' fees, and shall not apply to any expenses, which may be reimbursable and/or payable.) Invoices shall be payable [**] days from receipt by Netegrity and shall be payable by wire transfer to Vendor's account in Fremont, California. 4.2 Customer will pay the cost of travel to the primary place of work as provided in Schedule B. 4.3 Customer shall pay or reimburse Vendor for all taxes paid or incurred based on work performed or products delivered pursuant to this Agreement, except for any tax based on Vendor's net income or personal property, Vendor employee withholding taxes, or taxes which Vendor advised Customer in writing were not applicable. 4.4 Customer shall promptly provide Vendor with a complete library of any necessary source code and Documentation if the Services that Vendor is required to perform under this Agreement include modification of existing Customer software. 4.5 Customer shall cooperate fully with Vendor's performance of Services. 4.6 Customer shall provide Vendor's employees w...
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DUTIES AND OBLIGATIONS OF CUSTOMER. 4.1 Customer understands and agrees that Comparizen’s performance may be dependent, in part, on Customer’s actions. Accordingly, Customer will promptly provide to Comparizen timely the items, information and/or assistance specified in the Agreement and/or as requested by Comparizen in the course of performing the Service. Any dates or time periods relevant to the performance by Comparizen shall be appropriately and equitably extended, for any delays caused by Customer that impact Comparizen’s performance. 4.2 The Customer may not – nor permit any third-party to – make use of the Service other than as expressly stipulated in the Agreement and/or as expressly and explicitly allowed by overriding mandatory law, such as the Copyright Act. 4.3 The use of the Service is limited to Authorized Users of Customer only. Each Authorized User will have a unique login and password. Authorized Users may not give any other person remote or other access to the Comparizen Platform. Authorized Users must each keep their login and password (“Codes”) strictly confidential and/or use these Codes with due care. The use of said Codes shall be solely the responsibility of and the risk of the Authorized Users. 4.4 The Customer will adhere to its responsibilities as outlined in the Agreement and will also follow up all reasonable instructions and guidelines issued by Comparizen in connection with the Service and/or Support. 4.5 The purchase, use and maintenance of electronic communication facilities and the Customer’s own IT - infrastructure (including software and hardware and internet access) in order to be able to use the Service, is for the Customer’s own account and risk. Comparizen will in no event be liable for any damage, loss or costs, including loss of Data, or any inability to use the Service as a result of a shortcoming, defect, other malfunction and/or any other non-availability of the aforesaid electronic communication facilities and/or IT-infrastructure and/or the Customer using inadequate Data. 4.6 Customer is solely responsible for all content, Data and activities processed and/or generated through or via the Service, or any part or feature thereof, by or on behalf of Customer, even if such activitie s were to occur without Customer’s permission. 4.7 In using the Service, the Customer is responsible for compliance with all (local) laws and regulations, including but not limited to all laws and regulations related to the Processing of Personal data, that apply to it.
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DUTIES AND OBLIGATIONS OF CUSTOMER. 2.1 Customer is not allowed to transfer the software to a third party. Customer may, however, permit the use of the software to employees and Individual Contractors who are not granted an inde- pendent right of use and who use the program on behalf of the Customer. The restrictions of use according to Section 1 of this Agreement remain unaffected. 2.2 Customer is obliged to observe the export regulations of the Federal Republic of Germany as well as of the countries where the software was produced. 2.3 Customer is obliged to run regular data backups appropriate in relation to the existing risks.
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Related to DUTIES AND OBLIGATIONS OF CUSTOMER

  • Duties and Obligations The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

  • Duties and Obligations of Employee The Employee shall serve as the Chief Credit Officer of the Employer and shall perform the customary duties of such office in the commercial banking industry, including those listed below. Employee shall also perform such other duties and in such other positions as are requested of him by the Employer. (a) Providing leadership in planning and implementing the conduct of the business and affairs of the Employer, subject to the direction of the Chief Executive Officer of the Employer, and carrying out responsibilities of the position as outlined in any job description approved by the Chief Executive Officer. (b) Participating in community affairs which are beneficial to the Employer. (c) Maintaining a good relationship with the Board of Director, the Chief Executive Officer, the management officers and the shareholders of the Employer. (d) Maintaining a good relationship with regulatory agencies and governmental authorities having jurisdiction over the Employer and its related and affiliated entities.

  • Duties and Obligations of Administrative Agent The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto.

  • Survival of Rights, Duties and Obligations Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to such Party or which thereafter may accrue in respect of any act or omission prior to such termination.

  • Liabilities and Obligations 33 6.8 Conformity with Law; Litigation.................................33 6.9 No Violations...................................................33 6.10

  • Rights and Obligations of Party A 0. Xxxxx A has the right to require Party B to keep in confidence relevant financial information and trade secrets relating to production and operation of Party A unless otherwise provided by laws and regulations. 2. Party A shall provide relevant financial information and information relating to production and operation as required by Party B and shall be responsible for the authenticity, integrity and validity of such information. 3. Party A undertakes that all settlements and deposits relating to the Loan shall be conducted through its accounts opened with Party B or Party B’s relevant branch. 4. Party A shall assist in and accept Party B’s inspection and supervision of its production, operation, financial activities and utilization of the Loan. 5. Party A shall utilize the Loan for the purpose as provided for hereunder. 6. Party A shall punctually repay the principal and interest in accordance with this Contract. 7. Party A or its investors shall not transfer any funds or assets in order to evade the indebtedness owed to Party B. 8. Party A shall give Party B a prior written notice for Party B’s consent if Party A intends to provide security for any third party during the term of this Contract and such security may affect Party A’s ability to make repayment under this Contract. 9. Party A shall promptly arrange for new security(ies) satisfactory to Party B where the Guarantor in respect of this Contract ceases or suspends production; its corporate registration is canceled, or business license revoked; it is bankrupt or dissolved; it is operating at a loss; or any other negative change has occurred, and such aforementioned incidents result in loss or partial loss of the Guarantor’s ability to secure the Loan, or where the mortgaged or pledged property(ies) for securing the Loan depreciate(s) or is (are) damaged or destroyed. 10. Party A shall promptly inform Party B of any relevant changes during the term of this Contract, including without limitation its business name, legal representative (or chief officer), registered office, business purpose or registered capital. 11. Where Party A intends to carry out activity(ies) during the term of this Contract which may have an impact on the realization of Party B’s rights hereunder, Party A shall give Party B a [30] banking days prior written notice for its consent to such intended activity(ies) and shall further take sufficient measures to safeguard the repayment of the indebtedness under this Contract and arrange for security in accordance with Party B’s instructions. The aforementioned activities shall include without limitation contracting, leasing, transformation to a stock company, forming an economic association with another enterprise, consolidation, merger, division, setting up a joint venture, application for suspension of production or for winding up or for bankruptcy. 12. Party A shall promptly inform Party B in writing, take sufficient measures to safeguard the repayment of the indebtedness under this Contract and arrange for security(ies) in accordance with Party B’s instructions if there has occurred to Party A incident(s) during the term of this Contract that may have substantially negative effects on Party B’s performance of its obligations hereunder. The aforementioned incidents shall include without limitation the following: Party A ceases or suspends production; its corporate registration is canceled, or business license revoked; its legal representative or high-ranking officers are involved in illegal activities; it is involved in litigation with a major impact; great difficulties arise in respect to its production or operation; or its financial standing deteriorates. 13. Party A shall bear all fees and expenses in connection with this Contract and the security(ies) for this Contract including without limitation fees and expenses in respect to legal services, insurance, evaluation, registration, storage, authentication and notarization.

  • Rights and Obligations of Party B 8.1 Party B is entitled to use the Leased Units in accordance with the Contract. Party B may set a notable mark on the exit of elevators of the floor of leasing pursuant to the xxxevant management regulations of the Corporate Squares. The detailed conditions shall be discussed by both Parties. 8.2 Party B shall carry out the business activities in the Leased Units in compliance with laws, regulations and rules of the People's Republic of China and is prohibited to harm Party A's reputation through its activities. 8.3 Party B shall duly make the payments with respect to the rent, property management fee, electricity usage fee and any other charges it shall be responsible for. 8.4 Starting from the Commencement Date, Party B shall purchase insurance for the properties in the Leased Units, including property insurance and third party liability insurance. Otherwise, Party B and not Party A shall be solely responsible for all liabilities and losses. 8.5 Party B shall not alter the purpose of use of the Leased Units without consent in writing from Party A. 8.6 Party B shall not re-lend, sublease, and exchange the Leased Units, in whole or part, to third parties or allow third parties to use the Leased Units by other means, without consent in writing from Party A. 8.7 Party B shall not alter the locking and security system on the gate of the Leased Units without consent in writing from Party A or approval from related departments. 8.8 Party B shall not alter or move the equipment for usage of water and electricity and shall not enlarge the capacities of central air conditioning, without consent in writing from Party A. 8.9 Party B shall take necessary actions to prevent the Leased Units from fires accident or man-made damage. Party B shall immediately notify to Party A with respect to any damage of the Leased Units. Party B shall restore the damaged parts of the Leased Units to their former condition within one month upon receipt of Party A's notice, provided that the damages resulted from negligence by Party B and its employees. If Party B fails to do so timely, Party A has the right to repair the damaged parts. All the expenses thus incurred shall be borne by Party B. 8.10 Party B is entitled to require Party A repairing the Leased Units, and the public facilities and equipment, and repair such based on the original standards by itself if Party A fails to perform the obligation of repairing timely and affects the normal use of such. All the expenses thus incurred shall be borne by Party A. The equipment newly added or improved by Party B shall be repaired by Party B.

  • Rights and Obligations of the Parties 5.2.1. The client is obliged to: 5.2.1.1. Check for an SMS at the moment of issuance of a card, by which means they will receive a pin code, or check the integrity of the envelope in which the pin code is given; 5.2.1.2. Regularly review and abide by card usage and security regulations developed by the Bank, and not allow disclosure of the card and/or pin-code to the third persons; 5.2.1.3. Reimburse those bank expenses which are related to additional service costs of VISA and Mastercard (if any); 5.2.1.4. Use the card to pay the Bank any commission fee related to card servicing (producing, renewal, including in the international stop-list, etc.) and processing card transactions consistent with the tariff established by the Bank and/or international payment systems; 5.2.1.5. Perform transactions on the card account only within the limits of the available balance. The Bank shall impose a penalty on an intentionally or erroneously overspent amount in excess of the available balance according to the tariff established by the Bank for each day of using the surcharge amount; 5.2.1.6. Promptly fill surcharged amount; 5.2.1.7. Promptly notify the Bank about loss of the card; 5.2.1.8. Shall process card payment transaction in the internet only through the web pages having secure payment certifications (web pages where MasterCard SecureCode or Verified by VISA logos are depicted, allowing for making payment with 3D security code). The bank shall bear no responsibility for the transactions of the client made at the web-pages having no secure payment certifications. 5.2.2. The client is authorized to: 5.2.2.1. At any time obtain information on transactions held at the card account and request statements reflecting such transactions. The client is authorized to become familiar with the transactions made at the card accounts in the internet banking and/or address JSC “Pasha Bank Georgia” telephone services center – contact center and/or any branch of the bank to obtain such information. Card transactions statements shall be issued in a form requested by the client in the timelines established by the bank, however no later than 2 (two) banking days after the request of the client has been made. The bank is entitled to establish the commission for issuing the transaction statement made for the card account. 5.2.2.2. Submit a justified claim on transactions performed on the card account consistent with clause 5.4 of the present agreement. 5.2.3. The client acknowledges that: 5.2.3.1. Cards produced by the Bank are equipped with contactless technology; 5.2.3.2. Throughout the territory of Georgia, contactless card transactions without a pin code are permitted to the amount of up to 100 (one hundred) GEL. The Bank does not bear responsibility and does not accept claims from clients for contactless transaction(s) performed with the card account of a client up to 100 GEL throughout Georgia (notwithstanding the number of such transactions performed with the card).

  • Assumption of Liabilities and Obligations (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of BEA (collectively, the "BEA Assumed Obligations"): (i) all of the obligations and liabilities of BEA under the BEA Assumable Agreements, and (ii) all obligations and liabilities of BEA with respect to the ownership and operation of the BEA Assets and the conduct of the BEA Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the BEA Nonassumed Obligations. (b) ATS shall not assume or become obligated to perform any debt, liability or obligation of BEA relating to any of the following matters (collectively, the "BEA Nonassumed Obligations"): (i) the ownership or operation of the BEA Assets or the conduct of the BEA Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of BEA (including without limitation any obligation to any BEA Employee for severance benefits, vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing on the Closing Date: products liability, Legal Actions or other Claims, and obligations and liabilities relating to Environmental Law; (ii) any obligations or liabilities under the BEA Assumable Agreements relating to the period prior to the Closing; (iii) any insurance policies of BEA; (iv) those required to be disclosed in the BEA Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the BEA Disclosure Schedule indicates that such obligation or liability will not be assumed; (v) any liability or obligation from or relating to breach of any warranty or any misrepresentation by BEA under this Agreement or any Collateral Document; (vi) any liability or obligation from or relating to breach or violation of, or failure to perform, any of BEA's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 5 of this Agreement; (vii) any obligation or liability relating to any asset of BEA not included in the BEA Assets. (viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (ix) any Taxes, fees, expenses or other amounts required to be paid by BEA pursuant to the provisions of this Agreement or any Collateral Document; and (x) any Contract with any Affiliate of BEA, other than those, if any, set forth in Section 2(b)(x) of the BEA Disclosure Schedule. All BEA Nonassumed Obligations shall remain and be the obligations and liabilities solely of BEA. (c) Notwithstanding anything contained in this Agreement to the contrary, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, all items of income and expense (including without limitation with respect to rent, utility charges, Pro Ratable Taxes and wages, salaries and accrued but unused vacation of BEA employees) arising from the ownership or operation of the BEA Assets or the conduct of the BEA Business shall be prorated as of 12:01 a.m., Eastern time, on the Closing Date, with BEA entitled to and responsible for any such items on or prior to the Closing Date and ATS entitled to and responsible for any such items relating to any subsequent period. For these purposes, Pro Ratable Taxes attributable to a period that begins before and ends after the Closing Date shall be treated on a "closing of the books" basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Pro Ratable Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis. If either party shall have received any such revenues or paid any such expenses or charges which, pursuant to the terms hereof, the other party is entitled to or responsible for, it shall furnish the other party with a detailed statement of any such items as soon as practicable after receipt or payment thereof. The parties shall use their best efforts to agree upon such items and other adjustments prior to the Closing Date and, in any event, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, within sixty (60) days thereafter. If the parties are unable within such period to agree upon such items and other adjustments, BEA and ATS shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained to review such items and other adjustments. The fees and other expenses of retaining such independent public accounting firm shall be borne equally by BEA and ATS. Such firm shall report its conclusions as to such items and other adjustments pursuant to this Section and such report shall be conclusive on all parties to this Agreement and not subject to dispute or review. Upon such agreement or determination by such independent accounting firm, BEA or ATS, as the case may be, shall promptly reimburse the other party for any income received or expenses paid by the other party and not previously reimbursed or any other adjustment required by this Section. Nothing contained in this Section 2.2(c) is intended or shall be deemed to amend or modify the indemnification provisions of Article 8 nor to reallocate responsibility for the matters set forth therein.

  • Rights and Obligations of Each Fund The rights and obligations set forth in this Agreement with respect to each repurchase transaction shall accrue only to the Participating Funds in accordance with their respective interests therein. No other Fund shall receive any rights or have any liabilities arising from any action or inaction of any Participating Fund under this Agreement with respect to such repurchase transaction.

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