Duties of Producer Sample Clauses

Duties of Producer. 2.1 Producer will promptly forward to BSR, Inc. all applications, inspection reports and other information necessary for underwriting decisions regarding new policies and renewal policies. 2.2 Producer will keep complete records and accounts of all transactions pertaining to insurance written under this agreement and make these records available to BSR, Inc. for examination purposes upon request at any reasonable time during business hours. 2.3 Producer agrees to promptly contact BSR, Inc. in writing and forward all pertinent details in the event the Producer receives any loss notification pertaining to policies written under this agreement. Producer agrees to promptly furnish to BSR, Inc. copies of all such notices and correspondence relating thereto. 2.4 Producer will obtain and keep all state and local licenses required in the states and for the lines of coverage in which it desires to write business, to perform the duties and obligations under this agreement. 2.5 Producer will pay all expenses with respect to performance of Producers duties under this agreement, including but not limited to rentals, transportation, clerical expense, postage, advertising, exchange fees or personal and local license fees. 2.6 It is expressly understood any application forms or other supplies furnished to Producer by BSR, Inc. will remain BSR, Inc. property and shall be returned to BSR, Inc. in the event this agreement is violated or terminated. 2.7 Solicitation of renewal policies shall be the responsibility of Producer. Producer understands and agrees that policies will not be automatically renewed upon expiration. 2.8 Producer agrees to review all binders, policies, and endorsements upon receipt and promptly notify BSR, Inc. of any variance from coverage or terms requested. 2.9 Producer agrees to and shall maintain during the term of this agreement Errors and Omissions insurance coverage with a limit of liability of not less than $1,000,000 per claim. The Producer shall furnish BSR, Inc. evidence of such coverage and its continued renewal.
Sample 1Sample 2See All (6)
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Duties of Producer. In addition to Producer’s other duties and obligations under this Agreement, Producer agrees as follows:
Sample 1Sample 2Sample 3See All (4)
Duties of Producer. Without limitation, Producer agrees: (i) to report immediately to Xxxxxx-Xxxxxxx, with full details, any fact, occurrence or incident that may result in a loss or claim; (ii) Producer shall forward all documents and cooperate fully with Xxxxxx-Xxxxxxx in the investigation and adjustment of any claim, if requested; (iii) it is the responsibility of Producer to service each account and inform Xxxxxx-Xxxxxxx as to the type and amount of coverage; (iv) Xxxxxx-Xxxxxxx assumes no responsibility to Producer, the insured, or any other party with regard to the adequacy, amount or form of coverage obtained through any insurance carrier; (v) Producer shall be responsible to ensure the information provided in connection with any application for insurance subject to this Agreement shall be true, complete and correct to the best of Producer’s knowledge, and all material facts Producer is aware of are accurately described and completely disclosed; (vi) Producer agrees that it is Producer’s sole responsibility to notify the insured of policy expiration and (vii) Producer agrees that upon delivery of policy it will execute and return Agent of Record Acknowledgement form indicating that the policy was received with the terms outlined by the quotation/binder.
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Duties of Producer. A. Agency and Producer hereby agree that Producer will at all times maintain a valid [state] license as an insurance producer and will conform his/her conduct to the laws, rules, regulations and orders of this State applicable to insurance producers. B. Producer hereby agrees that he/she will, during the course of this agreement, at all times work exclusively for Agency and will solicit, procure, effectuate and negotiate insurance business only on behalf of Agency. C. Agency and Producer agree that Producer’s primary duties will consist of the solicitation, negotiation, placement and procurement of insurance business for which he/she is licensed and authorized in this State to solicit, negotiate or place on behalf of Agency and will give whatever assistance is legally permissible on behalf of the customers of the Agency in such matters. Further, it is agreed that Producer has authority only to solicit, procure and negotiate policies of insurance on behalf of Agency and that Producer has no authority to bind Agency to any contract unless such authority has been given to Producer in writing by Agency; that Producer will be liable and hold Agency harmless from any claim or damages which result from the Producer's signing of any unauthorized contract. D. Producer hereby agrees that at times Producer will handle certain monies belonging to the Agency and/or the clients of the Agency; that at all times Producer will be held accountable for such monies and will only use such monies as directed by the principal and in accordance with the laws of this State; that in the event that Producer misappropriates, misuses or otherwise does not follow the direction of the principal in the use of such monies that Producer will indemnify and hold harmless the Agency for an accounting of such monies to any person, firm, entity or corporation.
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Duties of Producer. Producer shall: 5.1. Solicit for sale and sell Authorized Products in accordance with the guidelines provided to Producer by DLP; 5.2. For each sale of an Authorized Product, remit the Producer Cost specified in Schedule A; 5.3. Disclose to Customers all terms for each Authorized Product offered, including, but not limited to, administration fees, deductibles, coverage periods, and exclusions, as well as any other material terms; 5.4. Provide to each Customer the requisite form(s) provided by DLP for each Authorized Product offered; 5.5. Inform Customers that the purchase of any Authorized Product is voluntary and that such purchase is not a condition to the sale of any other product, service, or any extension of credit or interest rate available, if applicable; 5.6. Transmit all completed application data electronically (unless otherwise agreed upon) at the time the application is taken and follow any and all written instructions provided by DLP from time to time, such that failure to submit applications as instructed by DLP may result in denial of coverage; 5.7. Be responsible for any resulting liability or claims arising out of or relating to denial of coverage, including, but not limited to, the obligation to refund any amounts collected by Producer; 5.8. Hold and preserve as property of DLP during the term of this Agreement and for a period of seven (7 years following the termination or cancellation of this Agreement: (a) records of all Producer locations selling Authorized Products; (b) all persons selling Authorized Products; (c) the dates on which each employee and/or agent begins selling Authorized Products; (d) all sales of Authorized Products; (e) all Accept/Decline documents related to the sales of Authorized Products; (f) all books of account, documents, receipts, vouchers, files, literature, applications, correspondence and records of any kind, which at any time come into Producer ’s possession or under its control relating to transactions involving the Authorized Products; and (g) Producer shall provide to DLP any other commercially reasonable records that DLP may request in writing within a reasonable time period; 5.9. Upon three (3) business days’ notice, grant access to DLP during normal business hours and facilitate the inspection, copying and auditing of such books and records specified in Section 5.8 above, at any and all locations where said books and records may be found; 5.10. Producer must within three (3) Business Days after any r...
Sample 1
Duties of Producer. Subject to the terms and conditions hereof, Producer shall perform its duties and fulfill its obligations, as described below: 1) Producer shall faithfully solicit, sell, market, and promote the insurance related products and services offered by WNFIS, within the scope of the authority granted to Producer herein. In all matters pertaining thereto, Producer shall exercise diligence in the performance of its duties under this Agreement. 2) Producer shall submit applications for insurance related products or services as authorized by WNFIS and subject to the laws of each state or jurisdiction in which Producer is authorized to write insurance business and further limited by the terms and conditions of this Agreement. 3) Producer shall comply with the requirements and procedures for binding coverage as stated in this Agreement and as may be communicated by WNFIS to Producer from time to time. Notwithstanding the foregoing, Producer shall have no authority to bind WNFIS on any risks. 4) With respect to each class of business which Producer is authorized to solicit under this Agreement, Producer shall neither solicit nor accept proposals for insurance coverage on any of the following a. Risks that are unacceptable in accordance with WNFIS underwriting standards which WNFIS, from time to time, may communicate to the Producer. Such communication may be in any form or in any such manner as WNFIS deems appropriate under the circumstances. b. Risks which are not in compliance with the applicable forms, rules or rates, according to their exact terms and to the laws and regulations governing Producer. c. Any risk not previously agreed to by WNFIS in writing to Producer. 5) The Producer shall not submit applications to WNFIS where any proposed insured is a Specially Designated National or Blocked Person as determined by the Office of Foreign Assets Control.
Sample 1
Duties of Producer. Producer will issue TruckSuite Products to its customers only in the manner that has been approved by TruckSuite. Producer acknowledges that TruckSuite Products have been developed by and are proprietary to TruckSuite, and that Producer has been authorized to use TruckSuite’s trademarks, trade names, promotional materials, Waivers and other forms and proprietary procedures associated therewith only during the term of this Agreement, and only in a manner as approved in writing by TruckSuite. Any marketing or promotional materials developed by Producer relating to TruckSuite Products may not be utilized without obtaining the prior written consent of TruckSuite. At the termination of this Agreement, Producer shall return all unused marketing materials to TruckSuite, and shall not use TruckSuite’s trademarks, trade names, forms, proprietary procedures or other materials thereafter. 01. 18.23
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Duties of Producer. At a reasonable time under the facts and circumstances herein, the Producer shall provide Saunxxxx x xeparate showroom within the Producer's showroom all aspects of which shall be determined by the Producer. Producer agrees to provide, as employees of Producer at Producer's expense, a drapxx xxx an assistant exclusively for use by the Designers solely for work performed by the Designers for the Producer. The hiring of the drapxx xxx assistant shall be mutually agreed upon by the parties herein.
Sample 1
Duties of Producer. Producer shall: a. Register with the Exchange, receive training about QHPs and about insurance affordability programs, the range of options and availability of such options and comply with all Marketplace requirements including but not limited to: • Marketplace privacy and security requirements, such as standards for use and disclosure of PHI • Applicable State and Federal laws and regulations; • Maintain valid licensure in all States where they wish to enroll qualified individuals and employers/employees into QHPs through the FFMs; and • Complete the full FFM registration process in advance of assisting consumers, including taking all applicable training. b. Producer must seek approval from IU Health Plans for any promotional materials with IU Health or IU Health Plans logo or language to ensure materials are within IU Health brand standards. Before promoting or marketing the Products and on an annual basis thereafter, attend all training required by the Company and federal law and be certified by the Company as having completed all training required by the Company, it being specifically acknowledged and agreed by Producer that no compensation shall be paid under this Agreement unless such training has been completed and such certification is received prior to assisting consumers and submitting enrollment applications. Producer shall promote to each prospective Member only those Products for which the prospective Member is qualified to enroll and which Producer in good faith believes meets the needs of the prospective Member; c. Hold and maintain, in good standing, any license, certification or registration (collectively, “license”) required to perform Producer’s duties under this Agreement in each state where Producer promotes and markets the Products, and immediately notify the Company of (i) any expiration, termination, suspension, or other action affecting such license, and (ii) any disciplinary proceedings against Producer or against any of Producer’s principals, partners, shareholders, directors, officers or employees relating to any license issued to any such person by a regulatory authority. Producer must provide evidence of such licenses or Exchange certification upon reasonable request of IUH Plans. All state licensures and state license fees are the responsibility of Producer and not the Company; d. In coordination with the Company, promote the IU Health Plans Exchange plans and solicit and procure applications from interested and eligible bene...
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Related to Duties of Producer

  • Duties of Provider 5. D e-Identified Data. Section 5 (De-Identified Data) of Article IV (Duties of Provider) of the SDPA is hereby modified by deleting “indirectly” from the last sentence and by deleting the second to last sentence and replacing with the following sentence: “Except for Subprocessors, Provider agrees not to transfer de- identified Student Data to any party unless (a) that party agrees in writing not to attempt re-identification, and (b) that party agrees to comply with all applicable federal, state, and local laws, rules, and regulations pertaining to Student Data privacy and security, all as may be amended from time to time.”

  • DUTIES OF GFS GFS’s duties with respect to Fund Accounting, Fund Administration and Transfer Agency services are detailed in Appendices I, II and III to this Agreement. (a) In order for GFS to perform the Services, the Trust (i) shall cause all service providers to the Funds of the Trust to furnish any and all information to GFS, and assist GFS as may be required and (ii) shall ensure that GFS has access to all records and documents maintained by the Trust or any service provider to the Trust or a Fund of the Trust. (b) GFS shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (c) Whenever, in the course of performing its duties under this Agreement, GFS determines, on the basis of information supplied to GFS by the Trust, that a violation of applicable law has occurred, or that, to its knowledge, a possible violation of applicable law may have occurred, or with the passage of time could occur, GFS shall promptly notify the Trust and its legal counsel of such violation.

  • DUTIES OF MSS 1.01 Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints MSS to act, and MSS agrees to act, as transfer agent for the Trust’s authorized and issued shares of beneficial interest of each class of each portfolio of the Trust (the “Shares”), and as dividend disbursing and redemption agent for the Trust. 1.02 MSS agrees that it will perform the following services: (a) In accordance with procedures established from time to time by agreement between the Trust and MSS, MSS shall: (i) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation therefore to the Custodian of the Trust authorized by the Board of Trustees of the Trust (the “Custodian”); (ii) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account; (iii) Receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation therefore to the Custodian; (iv) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (v) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vi) Prepare and transmit payments for dividends and distributions declared by the Trust; (vii) Maintain records of account for and advise the Trust and its Shareholders as to the foregoing; (viii) Maintain an Anti-Money Laundering Program in compliance with the USA Patriot Act of 2001 and regulation thereunder, and provide to the Trust a copy of MSS’s Anti-Money Laundering Program; (ix) Perform such services as are necessary to implement and enforce the Trust’s Anti-Money Laundering Program; (x) Provide necessary and reasonable access to properly authorized federal examiners so that they can obtain all necessary information and records relating to the AML Program and to inspect MSS’s implementation and operation of the AML Program; and (xi) Record the issuance of shares of the Trust and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of shares of the Trust which are authorized, based upon data provided to it by the Trust, and issued and outstanding. MSS shall also provide the Trust on a regular basis with the total number of shares which are authorized, issued and outstanding and shall have no obligation, when recording the issuance of shares, to monitor the issuance of such shares or to take cognizance of any laws relating to the issue or sale of such shares, which functions shall be the sole responsibility of the Trust. (b) In addition, MSS shall perform all of the customary services of a transfer agent, dividend disbursing and redemption agent, including but not limited to: maintaining all Shareholder accounts, preparing Shareholder meeting lists, mailing proxies, receiving and tabulating proxies, mailing Shareholder reports and prospectuses to current Shareholders, withholding taxes for U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information and provide a system and reports which will enable the Trust to monitor the total number of Shares sold in each State. Procedures applicable to certain of these services may be established from time to time by agreement between the Trust and MSS.

  • Duties of the Parties JHU is not a commercial organization. It is an institute of research and education. Therefore, JHU has no ability to evaluate the commercial potential of any PATENT RIGHTS or LICENSED PRODUCT or other license or rights granted in this Agreement. It is therefore incumbent upon Company to evaluate the rights and products in question, to examine the materials and information provided by JHU, and to determine for itself the validity of any PATENT RIGHTS, its freedom to operate, and the value of any LICENSED PRODUCTS or SERVICES or other rights granted.

  • Duties of the Distributor (a) The Distributor agrees to serve as the principal underwriter of the Funds in connection with the review and approval of all Purchase and Redemption Orders of Creation Units of each Fund by Authorized Participants that have executed an Authorized Participant Agreement with the Distributor and Transfer Agent/ Index Receipt Agent. Nothing herein shall affect or limit the right and ability of the Transfer Agent/ Index Receipt Agent to accept Fund Securities, Deposit Securities, and related Cash Components through or outside the Clearing Process, and as provided in and in accordance with the Registration Statement and Prospectus. The Trust acknowledges that the Distributor shall not be obligated to approve any certain number of orders for Creation Units. (b) The Distributor agrees to use commercially reasonable efforts to provide the following services to the Trust with respect to the continuous distribution of Creation Units of each Fund: (i) at the request of the Trust, the Distributor shall enter into Authorized Participant Agreements between and among Authorized Participants, the Distributor and the Transfer Agent/Index Receipt Agent, for the purchase and redemption of Creation Units of the Funds, (ii) the Distributor shall approve and maintain copies of confirmations of Creation Unit purchase and redemption order acceptances; (iii) upon request, the Distributor will make available copies of the Prospectus to purchasers of such Creation Units and, upon request, the Statement of Additional Information; and (iv) the Distributor shall maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent. (c) The Distributor shall ensure that all direct requests to Distributor for Prospectuses, Statements of Additional Information, product descriptions and periodic fund reports, as applicable, are fulfilled. (d) The Distributor agrees to make available, at the Trust’s request, one or more members of its staff to attend, either via telephone or in person, Board meetings of the Trust in order to provide information with regard to the Distributor’s services hereunder and for such other purposes as may be requested by the Board of Trustees of the Trust. (e) Distributor shall review and approve, prior to use, all Trust marketing materials (“Marketing Materials”) for compliance with SEC and FINRA advertising rules, and will file all Marketing Materials required to filed with FINRA. The Distributor agrees to furnish to the Trust’s investment adviser any comments provided by FINRA with respect to such materials. (f) The Distributor shall not offer any Shares and shall not approve any creation or redemption order hereunder if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act or if and so long as a current prospectus as required by Section 10 of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Trust’s obligation to redeem or repurchase any Shares from any shareholder in accordance with provisions of the Prospectus or Registration Statement. (g) The Distributor shall work with the Index Receipt Agent to review and approve orders placed by Authorized Participants and transmitted to the Index Receipt Agent. (h) The Distributor agrees to maintain, and preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, such records as are required to be maintained by Rule 31a-1(d) under the 1940 Act. The Distributor agrees that all records which it maintains pursuant to the 1940 Act for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request; provided, however, that Distributor may retain all such records required to be maintained by Distributor pursuant to applicable FINRA or SEC rules and regulations. (j) The Distributor agrees to maintain compliance policies and procedures (a “Compliance Program”) that are reasonably designed to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 of the 0000 Xxx) with respect to the Distributor’s services under this Agreement, and to provide any and all information with respect to the Compliance Program, including without limitation, information and certifications with respect to material violations of the Compliance Program and any material deficiencies or changes therein, as may be reasonably requested by the Trust’s Chief Compliance Officer or Board of Trustees.

  • Duties of Manager (a) Citi Management shall act as the Manager for the Trust and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Trust shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated as of September 28, 2001, and By-Laws, as each may be amended and restated from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, and the then-current Registration Statement of the Trust. The Manager shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Trust's portfolio securities shall be exercised. Should the Board of Trustees of the Trust at any time, however, make any definite determination as to investment policy applicable to the Trust and notify the Manager thereof in writing, the Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Trust, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Trust's account with the brokers or dealers selected by it, and to that end the Manager is authorized as the agent of the Trust to give instructions to the custodian or any subcustodian of the Trust as to deliveries of securities and payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Trust and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Trust which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of the Trust, the Manager may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor or with its or their respective affiliates, or affiliates of affiliates, to the extent such actions are permitted by the 1940 Act. In providing the services and assuming the obligations set forth herein, the Manager may employ, at its own expense, or may request that the Trust employ at the Trust's expense, one or more subadvisers; provided that in each case the Manager shall supervise the activities of each subadviser. Any agreement between the Manager and a subadviser shall be subject to the renewal, termination and amendment provisions applicable to this Agreement. Any agreement between the Trust and a subadviser may be terminated by the Manager at any time on not more than 60 days' nor less than 30 days' written notice to the Trust and the subadviser. To the extent authorized by the Board of Trustees and subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or a portion of the assets of the Trust in one or more investment companies. (b) Subject to the direction and control of the Board of Trustees of the Trust, Citi Management shall perform such administrative and management services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (i) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Trust and for performing the administrative and management functions herein set forth; (ii) supervising the overall administration of the Trust, including negotiation of contracts and fees with and the monitoring of performance and billings of the Trust's transfer agent, investor servicing agents, cusxxxxxx xnd other independent contractors or agents; and (iii) arranging for maintenance of books and records of the Trust. Notwithstanding the foregoing, Citi Management shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of beneficial interest in the Trust, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian or investor servicing agent of the Trust. In providing administrative and management services as set forth herein, the Manager may, at its own expense, employ one or more subadministrators; provided that the Manager shall remain fully responsible for the performance of all administrative and management duties set forth herein and shall supervise the activities of each subadministrator.

  • Duties of Master Servicer (a) Subject to the written direction of the Issuer, the Master Servicer, for the benefit of the Issuer (to the extent provided herein), shall provide for, arrange and maintain, or take such actions as are necessary to provide for, arrange and maintain, the servicing and administration of the Student Loans in accordance with prudent industry practices with one or more Servicers in accordance with this Agreement and shall perform the other actions required by the Master Servicer under this Agreement, with reasonable care. The Master Servicer shall have full authority to do anything it reasonably deems appropriate in connection with providing for, arranging and maintaining such servicing and administration relationships with Servicers, including without limitation (1) entering into one or more Servicing Agreements with the Servicers and/or with the Issuer and the Servicers, (2) providing or arranging for the replacement of any Servicing Agreement that expires or is terminated, (3) consulting with any Servicer regarding the negotiation, execution and performance of any Servicing Agreement or the servicing and administration of any related Student Loan, and (4) terminating any Servicing Agreement that may exist in accordance with the terms and conditions of such Servicing Agreement, provided, that upon termination of any such Servicing Agreement, the Master Servicer shall arrange for an appropriate Servicing Agreement with a Servicer pertaining to and maintaining continuous servicing of the Student Loans previously serviced under the terminated Servicing Agreement. The servicing arrangements provided for by the Master Servicer shall maintain servicing standards in accordance in all material respects with all applicable agreements and indentures of the Issuer and all applicable federal and state laws, including all applicable standards, guidelines and requirements of the Higher Education Act and any Guarantee Agreement with respect to the Student Loans, the failure to comply with which would adversely affect the eligibility of one or more of the Student Loans for Guarantee Payments or would have a material adverse effect on the Noteholders. The Master Servicer may perform its responsibilities hereunder through other agents or independent contractors, but shall not thereby be released from any of its responsibilities as hereinafter set forth. As part of its master servicing responsibilities hereunder, the Master Servicer, for the benefit of the Issuer, shall oversee, administer and enforce the obligations of each Servicer under the related Servicing Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, termination of such Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Student Loans.

  • Duties of Members Each Member must have a duty as set forth in Exhibit 1 to this agreement. The Members agree that the failure to satisfy a Member’s duties may result in the expulsion or removal of that Member. (a) If a Member fails at their duties for a period of one hundred twenty (120) consecutive days, the Member will lose their membership interest. The start date of the failure must be documented. (b) If a Member fails to do their duties for one hundred twenty (120) days out of any two hundred thirty nine (239) day period, the Company will consider such a failure and whether the Member will be expelled and lose their membership interest in accordance with this Article and Section 00-00-000 of the Act. The dates of failure in question must be documented. (c) If a Member disputes the completion of another Member’s duties and attempts to take over that Member’s interest, they must do so in writing by certified delivery to the Member’s residential address as listed in Exhibit 1. If certified delivery is not available, hand delivery by a third party is acceptable. (d) If a Member receives a complaint as described above, the Member must fulfill their established duties within fourteen (14) days. (e) If there is a dispute as to what any Member’s duties are or if those duties are being fulfilled, and the Members have gone through the dispute process outlined in the above subsections (a) through (d) of this Section 4.06, the Members agree to enter into binding mediation or arbitration to decide if the Member’s duties are being performed in compliance with the agreed duties as outlined in Exhibit 1 of this Agreement. If the Members fail to reach an agreement through arbitration or mediation, the Members in dispute agree to file a complaint in the appropriate Court to procure a decision as to the fulfillment of Members’ duties. Upon a decision by the Court that a Member has failed to meet its duties, the Member will assign and forfeit their membership interest to the other remaining Member(s). The assignment of the non-compliant Member’s membership interest will result in a debt owed to the non-compliant Member by the Company. The debt owed to the expelled Member shall be the aggregate sum of any capital contributions submitted to the Company by the expelled Member. (f) The value of the non-compliant Member’s interest being transferred to the remaining Member(s) must be determined before the transfer can be completed. During the course of the transfer, the non-compliant Member will maintain complete powers of membership in the Company. (g) In the event of a dispute of Member’s duties, Members may negotiate an exchange of membership interests for a lesser amount of Member duties, provided that modification is memorialized and attached to Exhibit 1.

  • Duties of Contractor The Contractor shall provide the following services relative to this Contract:

  • Services and Duties of the Distributor A. The Distributor agrees to sell Shares on a best efforts basis as agent for the Trust upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term “Prospectus” shall mean the current prospectus, including the statement of additional information, as both may be amended or supplemented, relating to the Fund and included in the currently effective registration statement (the “Registration Statement”) of the Trust filed under the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act. The Trust shall in all cases receive the net asset value per Share on all sales. If a sales charge is in effect, the Distributor shall remit the sales charge (or portion thereof) to broker-dealers who have sold Shares, as described in Section 2(G), below. In no event shall the Distributor be entitled to all or any portion of such sales charge. B. During the continuous public offering of Shares, the Distributor will hold itself available to receive orders, satisfactory to the Distributor, for the purchase of Shares and will accept such orders on behalf of the Trust. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. C. The Distributor, with the operational assistance of the Trust’s transfer agent, shall make Shares available for sale and redemption through the National Securities Clearing Corporation’s Fund/SERV System. D. The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations other than as contained in the Prospectus and any sales literature specifically approved by the Trust. E. The Distributor agrees to cooperate with the Trust or its agent in the development of all proposed advertisements and sales literature relating to the Fund. The Distributor agrees to review all proposed advertisements and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertisements and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Trust any comments provided by regulators with respect to such materials and to use its best efforts to obtain the approval of the regulators to such materials. F. The Distributor, at its sole discretion, may repurchase Shares offered for sale by shareholders of the Fund. Repurchase of Shares by the Distributor shall be at the price determined in accordance with, and in the manner set forth in, the Prospectus. At the end of each business day, the Distributor shall notify the Trust and its transfer agent, by any appropriate means, of the orders for repurchase of Shares received by the Distributor since the last report, the amount to be paid for such Shares and the identity of the shareholders offering Shares for repurchase. The Trust reserves the right to suspend such repurchase right upon written notice to the Distributor. The Distributor further agrees to act as agent for the Trust to receive and transmit promptly to the Trust’s transfer agent, shareholder requests for redemption of Shares. G. The Distributor may, in its discretion, enter into agreements with such qualified broker-dealers as it may select, in order that such broker-dealers also may sell Shares of the Fund. The form of any dealer agreement shall be approved by the Trust. To the extent there is a sales charge in effect, the Distributor shall pay the applicable sales charge (or portion thereof), or allow a discount, to the selling broker-dealer, as described in the Prospectus. H. The Distributor shall devote its best efforts to effect sales of Shares of the Fund but shall not be obligated to sell any certain number of Shares. I. The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of any 12b-1 payments received by the Distributor. J. The Distributor agrees to advise the Trust promptly in writing of the initiation of any proceedings against it by the SEC or its staff, the NASD or any state regulatory authority. K. The Distributor shall monitor amounts paid under Rule 12b-1 plans and pursuant to sales loads to ensure compliance with applicable NASD rules.

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