NATURE AND SCOPE OF RELATIONSHIP Sample Clauses

NATURE AND SCOPE OF RELATIONSHIP. The Servicer hereby agrees to service and administer the Receivables for the Trust and render those services described in this Servicing Agreement and in the attached Schedule A. In performing its duties under this Servicing Agreement, the Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable, within the terms of the Pooling and Servicing Agreement and this Servicing Agreement. Servicer acknowledges receiving a copy of the Pooling and Servicing Agreement. Servicer shall report in writing solely to such officers or other employees of Backup Servicer and Trustee as Backup Servicer and Trustee may designate from time to time in writing. Nothing in this Servicing Agreement shall be construed as establishing an agency, an employment or a partnership or joint venture between Backup Servicer, Trustee, any third party contract purchaser and Servicer. Furthermore, Backup Servicer shall not use or permit the use of Servicer's name or the names of any of Servicer's affiliates in any advertising or promotional materials prepared by Backup Servicer or on Backup Servicer's behalf without the prior written consent of Servicer. Compensation payable to the Servicer under this Servicing Agreement shall be payable by the Trustee solely from the Trust Property in accordance with the terms of the Pooling and Servicing Agreement, and except as provided in the Pooling and Servicing Agreement, none of the Trust, the Trustee or the Certificateholders will have any liability to the Servicer with respect thereto. In accordance with Section 4.04 of the Pooling and Servicing Agreement, such compensation shall be paid to the Servicer and/or one or more subservicers as the Servicer may from time to time direct in writing to the Trustee. In the event the Backup Servicer shall for any reason no longer be acting as such (including by reason of resignation or an Event of Backup Servicing Default as specified in Section 4.02 or 10.01, respectively, of the Pooling and Servicing Agreement), the successor Backup Servicer shall thereupon assume all of the rights and obligations of the outgoing Backup Servicer under this Servicing Agreement; provided, however that the successor Backup Servicer shall not be liable for any acts, omissions or obligations of the outgoing Backup Servicer prior to such succession or for any breach by the outgoing Backup Servicer of any of it...
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NATURE AND SCOPE OF RELATIONSHIP. Sub-Servicer agrees to assume the duties of the Sub-Servicer as described in this Agreement and the attached Exhibit C for the Receivables designated by Company to be serviced by Sub-Servicer. In performing its duties under this Agreement, Sub-Servicer shall report to such officers or other employees of Company as Company may designate from time to time. Sub-Servicer, for Company, shall: (i) act prudently in accordance with customary and usual servicing procedures for other institutional Sub-Servicers; (ii) comply with all applicable federal and state laws and regulations governing Sub-Servicer and the Receivables; and (iii) use and exercise that degree of skill and attention that is customary with other sub-servicers in the industry that provide servicing relating to contracts substantially similar to the Sales Contracts. Sub-Servicer acknowledges receipt of the Sale and Servicing Agreement dated as of March 1, 2002 ("SSA"). Company represents that the SSA is substanxxxxxx xxxxxxx xx xxx other Sale and Servicing Agreements referenced on the attached Schedule 1. Sub-Servicer agrees to undertake the duties of the servicer set forth generally in Section 3.1(a) of the SSA, except to the extent that any of such duties is in conflict with any provision of this Agreement including Exhibit C. Specifically, and without limitation, Sub-Servicer shall be under no obligation to: (i) furnish monthly or annual statements to the Owner Trustee or the Indenture Trustee; (ii) refinance or sell Financed Vehicles; (iii) make Advances, (iv) administer or enforce Dealer Contracts; (v) indemnify the Trust; (vi) cover expenses on behalf of the Owner Trustee; (vii) obtain licenses on behalf of the Trust or the Owner Trustee, or (viii) make filings or pay fees related to ownership of the Receivables. Sub-Servicer agrees to otherwise cooperate with the Company and render assistance to it as reasonably requested in order to conform to the terms of the SSA. Sub-Servicer shall receive the fees as outlined in Schedule 2 as full compensation for its services hereunder. The fees and any reimbursement of Sub-Servicer's expenses shall be obligations of the Company. For avoidance of doubt, in the event that Company shall fail to make any payment to Sub-Servicer in accordance with the terms of this Agreement, Sub-Servicer shall have recourse to the Company only and shall have no recourse to any Collected Funds, Sales Contracts, Receivables, the related Vehicles or any proceeds of any of the ...
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NATURE AND SCOPE OF RELATIONSHIP. Contractor is an independent contractor of the District and is not an officer, agent, or employee of the District. Under no circumstances will the District have any responsibility for the acts or omissions of the Contractor or any of the Contractor's principals, officers, employees, agents, independent contractors, or subcontractors. This Agreement does not create an exclusive relationship between the parties, but District agrees to give Contractor first opportunity to provide transportation services before using another transportation service provider.
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NATURE AND SCOPE OF RELATIONSHIP. SST agrees to assume the duties of the servicer, acting for the benefit of the Company and the Secured Party (as assignee and pledgee of the Company), and custodian, on behalf of the Secured Party, as described in this Agreement and the attached EXHIBIT A in connection with the Receivables, the other Sold Assets and the Receivables Files (collectively, the "Serviced Assets") designated by the Administrator (on behalf of the Company) to be serviced by the Servicer (including, without limitation, managing, servicing, administering and collecting on the Receivables and other Sold Assets). In performing its duties under this Agreement, the Servicer shall report to such officers, employees or agents of the Company and the Secured Party as they may designate from time to time. The Servicer, for the benefit of the Company and its assignees or pledgees (including the Secured Party), shall: (i) act prudently in accordance with customary and usual servicing procedures for institutions which service receivables similar to the Serviced Assets; (ii) comply with all applicable federal, state and local laws and regulations governing the Servicer and the Serviced Assets; (iii) to the extent more exacting, use and exercise that degree of skill and attention that the Servicer exercises from time to time with respect to all comparable motor vehicle receivables that it services for itself or others and (iv) and otherwise act with respect to the Serviced Assets in such manner as will maximize the amount to be received by the Company with respect thereto (the "SERVICING STANDARD").
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NATURE AND SCOPE OF RELATIONSHIP. The Substitute Servicer agrees to assume the duties of the active servicer as described in this Agreement and Paragraph II of the attached Exhibit A for all of the Designated Auto Loans. In performing its duties under this Agreement, the Substitute Servicer shall report to such officers or other employees of the Initial Lender and the Borrower as the Initial Lender and the Borrower may designate from time to time. In performing its duties hereunder, the Substitute Servicer shall: (i) act prudently in accordance with customary and usual servicing procedures for other institutional servicers; (ii) comply with all applicable Federal and State laws and regulations governing the Substitute Servicer and the Designated Auto Loans; and (iii) use and exercise that degree of skill and attention that is customary with other servicers in the industry that provide servicing relating to Designated Auto Loans.
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NATURE AND SCOPE OF RELATIONSHIP. Company hereby engages Servicer and Servicer agrees to render to Company those services described in this Agreement and in the attached Exhibit A. In performing its duties under this Agreement, Servicer shall report in writing solely to such officers or other employees of Company as Company may designate from time to time. This Agreement shall apply to all Receivables identified to the Servicer by Company for boarding.
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NATURE AND SCOPE OF RELATIONSHIP 
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Related to NATURE AND SCOPE OF RELATIONSHIP

  • NATURE AND SCOPE 4.1 This Agreement is an agreement under the terms and conditions of which the Supplier/Service Provider will arrange for the supply/provision to Transnet of the Goods/Services which meet the requirements and specifications of Transnet, the delivery of which is controlled by means of Purchase Orders to be issued by Transnet and executed by the Supplier/Service Provider in accordance with this Agreement. 4.2 Such Purchase Orders and deliveries to Transnet shall be agreed between the Parties from time to time, subject to the terms of the Schedule of Requirements/Work Order. 4.3 Each properly executed Purchase Order forms an inseparable part of this Agreement as if it were fully incorporated into the body of this Agreement. 4.4 During the period of this Agreement, both Parties can make written suggestions for amendments to the Schedule of Requirements/Work Orders in accordance with procedures set out in clause 35 [Amendment and Change Control]. A Party will advise the other Party within 14 [fourteen] Business Days, or such other period as mutually agreed, whether the amendment is acceptable. 4.5 Insofar as any term, provision or condition in the Schedule of Requirements/Work Order conflicts with a like term, provision or condition in this Agreement and/or a Purchase Order, the term or provision or condition in this Master Agreement shall prevail, unless such term or provision or condition in this Master Agreement has been specifically revoked or amended by mutual written agreement between the Parties. 4.6 Time will be of the essence and the Supplier/Service Provider will perform its obligations under this Agreement in accordance with the timeframe(s) [if any] set out in the relevant schedule, save that the Supplier/Service Provider will not be liable under this clause if it is unable to meet such obligation within the time required as a direct result of any act or omission by Transnet and it has used its best endeavours to advise Transnet of such act or omission. In the event of such delay, any time deadlines detailed in the relevant schedule shall be extended by a period equal to the period of that delay.

  • Nature and Scope of Guaranty 1.1 The Guarantor, jointly and severally (if executed by more than one person), irrevocably, absolutely and unconditionally guarantees to the Lender, its successors and assigns, the payment of the Debt and the payment and performance of all the Obligations, subject to the recourse limitations of Paragraphs 8 and 9 of the Note. This Guaranty is a primary and absolute obligation of the Guarantor. 1.2 Guarantor will make all payments hereunder in lawful money of the United States of America in immediately available funds without set-off, counterclaim or defense. 1.3 Guarantor's liability hereunder shall remain unchanged irrespective of any invalidity, illegality or unenforceability of any other guaranty, pledge, assignment or other security for the Debt or Obligations, and without regard to any claim, counterclaim, set-off or defense which Borrower, any other guarantor, surety or obligor might be privileged to assert with respect to the validity, legality or enforceability of the Debt or Obligations and irrespective of any present or future law or order of any government or any agency thereof purporting to reduce, amend or otherwise affect any obligation of the Borrower or of any other guarantor, surety or other obligor or to vary the terms of payment of the Debt or the terms of any of the Obligations. If for any reason whatsoever (including but not limited to ultra xxxxx, lack of authority, illegality, force majeure, act of God or impossibility) the Debt or the Obligations cannot be enforced against Borrower, such unenforceability shall in no manner affect the liability of Guarantor hereunder and Guarantor shall be liable hereunder notwithstanding that Borrower may not be liable for such Debt or such Obligations. 1.4 The obligations of the Guarantor hereunder are independent of the obligations of the Borrower relative to the Debt and Obligations, and a separate action or actions for payment, damages or performance may be brought and prosecuted against Guarantor, or any of them should there be more than one, regardless of whether an action is or could be brought against Borrower, any security for the Debt and/or any of the Obligations or any other party obligated to pay the Debt and/or pay or perform any of the Obligations. Guarantor will not be privileged to assert, and hereby waives the right to assert, in any action(s) by Lender against Guarantor any defense, set-off or counterclaim which Borrower or any other obligor might then be privileged to assert. Guarantor acknowledges and agrees that, as between Guarantor and the Lender, the Debt and Obligations guaranteed hereunder may be declared to be due and payable for purposes of this Guaranty notwithstanding any stay, injunction or other prohibition arising from the filing of a voluntary or an involuntary bankruptcy petition by or against Borrower, or otherwise, which may prevent or delay any such declaration as against the Borrower. In addition, in the event that Borrower does not or is unable so to pay the Debt or perform the Obligations for any reason, including, without limitation, liquidation, dissolution, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, sale of all or substantially all assets, reorganization, arrangement, composition, or readjustment of, or other similar proceedings affecting the status, composition, identity, existence, assets or obligations of Borrower, or the disaffirmance or termination of any of the Debt or Obligations in or as a result of any such proceeding, Guarantor shall pay the Debt and perform the Obligations and no such occurrence shall in any way affect Guarantor's obligations hereunder. 1.5 If any claim is ever made upon Lender for repayment or recovery of any amount received by Lender in payment or on account of the Debt and/or any of the Obligations by virtue of such amount having been a preference under applicable bankruptcy laws or for any other reason and Lender repays all or part of said amount pursuant to any judgment, decree or order of any court or administrative body having jurisdiction over Lender or any of its property or any settlement or compromise of any such claim effected by Lender with any such claimant (including but not limited to the Borrower or any other guarantor), then any such judgment, decree, order, settlement or compromise shall be binding upon the Guarantor, and, notwithstanding any prior satisfaction or cancellation of this Guaranty, of the Note or any other instrument evidencing the Debt and any of the Obligations, this Guaranty shall continue to be effective or shall be automatically reinstated, as the case may be, and the Guarantor shall be and remain liable to Lender hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by Lender. Such amount shall be paid by Guarantor to Lender on demand. 1.6 This Guaranty shall automatically remain in effect for a period of one hundred (100) days after the date on which all of the Debt and Obligations are last fully paid and performed, and, if no bankruptcy petition is filed against Borrower within ninety (90) days after such date, then, in that event this Guaranty shall be deemed to have been canceled as of the aforesaid date on which all of the Debt and Obligations were last fully paid and performed, subject to being automatically reinstated for the reasons stated in Subsection 1.5 above. If, however, a bankruptcy petition is filed by or against the Borrower during said ninety (90) day period, this Guaranty shall continue in effect unless and until a final, non-appealable decision by a court of competent jurisdiction has been rendered or an agreement has been entered or reached pursuant to which Lender shall be entitled to retain all monies paid by Borrower to Lender. If Lender is obligated to return to the Borrower, to the estate of the Borrower or to a bankruptcy trustee for the Borrower any monies previously paid by the Borrower, then this Guaranty shall continue in effect and Guarantor, as provided in Subsection 1.5 above, shall continue to be liable to Lender for repayment of such monies.

  • Procedure and Effect of Termination In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 7.1 hereof, written notice thereof shall forthwith be given by the parties so terminating to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by Seller, on the one hand, or Buyer and Parent, on the other hand. If this Agreement is terminated pursuant to Section 7.1 hereof: (a) Each party shall redeliver all documents, work papers and other materials of the other parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the party furnishing the same, and all confidential information received by any party hereto with respect to the other party shall be treated in accordance with the Confidentiality Agreement and Section 5.2(c) hereof; (b) All filings, applications and other submissions made pursuant hereto shall, at the option of Seller, and to the extent practicable, be withdrawn from the agency or other person to which made; and (c) Each party's right of termination under Section 7.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 7.1, all further obligations of the parties under this Agreement will terminate, except that the obligations in Section 5.5 and 9 will survive; provided, however, that if this Agreement is terminated by a party because of the breach of the Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies, including the remedies set forth in Article VIII hereof, will survive such termination unimpaired.

  • No Construction as Employment Agreement Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries.

  • Indemnity for Performance Agreements The Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees from and against all claims and suits for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and attorney’s fees, arising out of, or resulting from, Vendor’s work under this Agreement, including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, or invitees, unless such claims are based in whole upon the negligent acts or omissions of the TIPS, TIPS Member(s), officers, employees, or agents. If based in part upon the negligent acts or omissions of the TIPS, TIPS Member(s), officers, employees, or agents, Vendor shall be responsible for their proportional share of the claim. By signature hereon, the bidder hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes owed the State of Texas under Chapter 171, Tax Code.

  • Grant and Scope of License 2.1. Subject to Licensee’s compliance with the License Agreement, and except as otherwise stated herein, Licensor hereby grants Licensee a non-exclusive, revocable and non-transferrable license to: 2.1.1. permit Authorized Users to access the Content for the duration and in the manner set forth in the License Agreement; 2.1.2. incorporate links on Licensee’s intranet websites to the Content in full text format on the Platforms; 2.1.3. transmit to a non-commercial library single articles, book chapters or portions thereof only for personal educational, scientific, or research purposes (“Interlibrary Loans”). Such transmission shall be reviewed and fulfilled by Licensee’s staff, and shall be made by hand, post, fax or through any secure document transmission software, so long as, in the case of any electronic transmission, the electronic file retains the relevant copyright notice. The right set out in this clause does not extend to centralized ordering facilities, such as document delivery systems, nor the distribution of copies in such quantities as to substitute for a subscription or purchase of the distributed Content. 2.2. Authorized Users may solely for their personal educational, scientific, or research purposes: 2.2.1. access (including by remote access, with the exception of walk-in-users), browse, view, collate, display, search and retrieve the Content, 0.0.0. xxxxxxxx, store on a hard drive or removable media drive, print and copy in paper and digital form single articles, eBooks and portions thereof, individual database outputs, graphs, reports, or other individual items of the Content, 2.2.3. use single articles, eBooks and portions thereof, individual database outputs, graphs, reports or other individual items of the Content for the preparation of academic course materials with all rights notices duly presented. 2.2.4. use the Springer Nature SharedIt functionality when available, or other means when necessary, to transmit single articles, chapters or other individual items of Content to third-party members of the Authorized Users’ research group(s) for personal, scholarly, educational, or research use, but in no case for commercial purposes, nor in any manner that would serve as a replacement for a subscription to the Content.

  • Indemnity for Personality Agreements Vendor agrees to indemnify and hold harmless and defend TIPS, TIPS Member(s), officers and employees, from and against all claims and suits for damages, injuries to persons (including death), property damages, losses, and expenses including court costs and attorney’s fees, arising out of, or resulting from, Vendor’s performance of this Agreement or sales made to TIPS Members under this agreement , including all such causes of action based upon common, constitutional, or statutory law, or based in whole or in part, upon allegations of negligent or intentional acts on the part of the Vendor, its officers, employees, agents, subcontractors, licensees, invitees, unless such claims are based in whole upon the negligent acts or omissions of the TIPS, TIPS Member(s), officers, employees, or agents. If based in part upon the negligent acts or omissions of the TIPS, TIPS Member(s), officers, employees, or agents, Vendor shall be responsible for their proportional share of theclaim.

  • Entire and Sole Agreement This Agreement constitutes the entire agreement between the parties and supersedes all other agreements, representations, warranties, statements, promises and undertakings, whether oral or written, with respect to the subject matter of this Agreement. This Agreement may be modified or amended only by a written agreement signed by the parties against whom the amendment is sought to be enforced.

  • Files Management and Record Retention relating to Grantee and Administration of this Agreement a. The Grantee shall maintain books, records, and documents in accordance with generally accepted accounting procedures and practices which sufficiently and properly reflect all expenditures of funds provided by Florida Housing under this Agreement. b. Contents of the Files: Grantee must maintain files containing documentation to verify all funds awarded to Grantee in connection with this Agreement, as well as reports, records, documents, papers, letters, computer files, or other material received, generated, maintained or filed by Grantee in connection with this Agreement. Grantee must also keep files, records, computer files, and reports that reflect any compensation it receives or will receive in connection with this Agreement.

  • GRANT AND SCOPE OF LICENCE 1.1 In consideration of payment by you of the agreed licence fee and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable and non-sublicensable licence to use the Software and the Documents in the UK on the terms of this Licence.

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