Obligations of Administrator. Administrator shall supply to the Group all ordinary, necessary or appropriate services for the efficient operation of the Practice, including without limitation, clerical, accounting, purchasing, payroll, legal, bookkeeping and computer services, information management, preparation of Tax Returns, printing, postage and duplication services and medical transcribing services; provided, however, that the Group may elect to prepare its own Tax Returns, in which case, the cost of preparing such Tax Returns in excess of $2,500 per annum shall be included in Excluded Practice Expenses. Administrator shall prepare monthly unaudited accrual or cash-basis (as designated by the Group) financial statements for the Group containing a balance sheet, income statement and monthly operational reports which detail payments, charges and accounts receivable statistics, monthly reconciliation reports on cash management and any other financial reports reasonably requested by a member of the Joint Planning Board designated by the Group, which shall be delivered to the Group as soon as practicable, but no later than thirty (30) days after the end of each calendar month. The Group may elect to have an audit conducted with respect to such financial statements by an accounting firm selected by Group in its sole discretion, in which case the cost of such audit shall be included in Excluded Practice Expenses unless such audit discloses a material discrepancy, equal to or greater than ten percent (10%) of the residual amount to which the Group is entitled following application of the priority of payment set forth in Section 7.6 below in which case the cost shall be an Administrator Expense.
Obligations of Administrator. Administrator shall supply to the Group all ordinary, necessary or appropriate services for the efficient operation of the Group and the Technical Operations, including without limitation, clerical, accounting, purchasing, payroll, legal, bookkeeping and computer services, information management, printing, postage and duplication services and medical transcribing services. Administrator shall prepare monthly unaudited cash-basis financial statements for the Group containing a balance sheet, income statement and monthly operational reports which detail payments, charges and accounts receivable statistics, monthly reconciliation reports on cash management and any other financial reports reasonably requested by a member of the Joint Planning Board designated by the Group, which shall be delivered to the Group as soon as practicable, but no later than thirty (30) days after the end of each calendar month. The Group may elect to have an audit conducted with respect to such financial statements by an accounting firm selected by Group in its sole discretion, in which case the cost of such audit shall be considered a Professional Expense, unless such audit discloses a material discrepancy, equal to or greater than ten percent (10%) of the amount to which the Group is entitled in accordance with the priority of payment set forth in Section 7.6 below, in which case the cost shall be an Administrator Expense.
Obligations of Administrator. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator substantially as a whole, shall be the successor to the Administrator without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator, if other than Xxxxxx Xxx, Inc., executes an agreement that states expressly that such Person assumes to perform every obligation of the Administrator under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.1 shall have been breached and no Administrator Default, and no event that, after notice or lapse of time, or both, would become an Administrator Default shall have occurred and be continuing, (iii) the surviving Administrator, if other than Xxxxxx Mae, Inc., shall have delivered to the Eligible Lender Trustee and the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 4.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv) unless Xxxxxx Xxx, Inc. is the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Issuer, the Noteholders or the Excess Distribution Certificateholder and (v) unless Xxxxxx Mae, Inc. is the surviving entity, the Administrator shall have delivered to the Eligible Lender Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Eligible Lender Trustee and Indenture Trustee, respectively, in the Trust Student Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve an...
Obligations of Administrator. The Administrator agrees
A. To collect, receive and account for premiums on insurance policies issued pursuant to this Agreement;
B. that the Administrator shall be responsible to ensure that its operations and the business produced complies with all applicable laws and regulations. In the event the performance of any duty or obligation of the Administrator herein would constitute the unauthorized practice of insurance by the Company in an applicable jurisdiction, the Administrator shall immediately notify Palomar and this Agreement shall be immediately suspended in such jurisdiction;
C. when the Administrator accepts business from sub-insurance producers, that the Administrator shall verify, according to applicable law, that the sub-insurance producer is properly licensed and shall not permit any such sub-insurance producer or any of its officers or directors to serve on Palomar’s board of directors. Further, where any such sub-insurance producer is appointed in any state other than the Administrator’s state of domicile, the Administrator shall ensure that policies issued through the sub-insurance producer are properly countersigned, if applicable;
D. except as otherwise expressly noted herein or as agreed to by Palomar in writing, that the Administrator shall be responsible for all costs, fees and expenses incurred in connection with the production of business hereunder, including but not limited to, background investigations and reports on sub-producers and countersignature agents. The Administrator shall also be responsible for the actions of any sub-producers authorized at its behest or pursuant to its recommendation;
E. if the Administrator cancels or non-renews policies in accordance with applicable laws, regulations and the Underwriting Guidelines in Schedule G, that the Administrator shall retain copies of any notices (and original proofs of mailing of same) sent to policyholders to effect such cancellation or non-renewal and shall Palomar Specialty Insurance Company make copies of the notices and the original proofs of mailing available to Palomar upon request;
F. with regard to claims against the Company under policies written pursuant to this Agreement, that the Administrator shall report such claims to Palomar and/or the Claim Administrator selected by Palomar as the Claim Administrator for the business produced under this Agreement. The Administrator shall assist and cooperate with Palomar or its designee in the investigation and handling of ...
Obligations of Administrator. It is mutually covenanted and agreed that all services rendered by the Administrator to or on behalf of the Retirement System shall be performed with reasonable dispatch and shall be performed in a manner which is adequate and convenient to the Retirement System and the participants and beneficiaries of the Retirement System. The Administrator shall familiarize itself with the basic documents under which the Retirement System is established and render all services in accordance with said documents. The Administrator shall perform all obligations under this Agreement in accordance with the provisions of and pursuant to Florida Statutes, Section 112.656(2). By execution of this agreement, the Administrator acknowledges that it is a fiduciary of the Retirement System within the meaning of the Employee Retirement Income Security Act of 1974 (ERISA) and §112.656, Florida Statutes.
Obligations of Administrator. (a) On or before 10:00 a.m. (Toronto time) on the second Business Day preceding each Settlement Date, the Administrator shall (i) calculate the Discount for such Settlement Date and the related Settlement Period and (ii) provide the Seller and the Servicer with written notice of such Discount (including the calculation of the Discount Rate for such Settlement Date). Such Discount shall be calculated using an estimate of the Discount Rate, if necessary, for the remaining days in such Settlement Period based on the weighted average of the CP Rates and the Alternate Rates applicable to the Portions of Capital outstanding during the related Settlement Period determined as of the close of business on the Business Day preceding such second Business Day; PROVIDED, HOWEVER, that each calculation of Discount shall be adjusted as provided in SECTION 4.6 (b) hereof.
(b) On or before 10:00 a.m. (Toronto time) on the second Business Day preceding each Settlement Date, the Administrator shall, if the Administrator shall have used an estimate of the Discount for the Capital of the Purchased Interest pursuant to SECTION 4.6 (a) with respect to the immediately preceding Settlement Period, compute the actual Discount for such Settlement Period, and (i) if the actual Discount so computed are greater than the estimated Discount for such immediately preceding Settlement Period, the Discount calculated pursuant to SECTION 4.6 (a) for the current Settlement Period shall be increased by the amount of such difference, and (ii) if the actual Discount so computed are less than the estimated Discount for such immediately preceding Settlement Period, the Discount calculated pursuant to SECTION 4.6(a) for the current Settlement Period shall be decreased by the amount of such difference.
Obligations of Administrator. To advance the objectives stated above, Administrator shall promptly take the following actions on or before the dates described below.
Obligations of Administrator. 5.1. Administrator, or its agent, shall provide the following support services:
5.1.1. general strategic support and guidance in the following areas: product development, capital markets, strategic relationships, marketing and sales support; and
5.1.2. coordination of the performance of each Fund’s other service providers, such as the Fund custodian, transfer agent, accountant, sub-administrator, statutory underwriter, tax reporting, and insurance.
Obligations of Administrator. Administrator shall supply to the Group all ordinary, necessary or appropriate services for the timely and efficient operation of the Practice, including without limitation, billing and collection, clerical, accounting, purchasing, payroll, legal, bookkeeping and computer services, information management, preparation of Tax Returns, printing, postage and duplication services and medical transcribing services; provided, however, that the Group may elect to prepare its own Tax Returns, in which case, the cost of preparing such Tax
Obligations of Administrator. In addition to such other duties as are hereinafter set forth in Exhibit “A-1”, Administrator agrees to do the following:
a. Arrange for the provision of Covered Services or Materials to Members through In- Network Providers in accordance with the Coverage Documents as specifically set forth in Exhibit "A" and subject to all limitations set forth therein; provide for the credentialing process for In-Network-Providers set forth in Exhibit "E" attached hereto. It is expressly understood that Administrator shall not perform any vision care services or do anything that would, under applicable laws and regulations, constitute the practice of optometry or ophthalmology;
b. Assume responsibility to assure that the Covered Services or Materials are available to Members from In-Network Providers as required by this Agreement;
c. Provide the necessary Performance Standard Reports as set forth in the attached Exhibit “C”- Performance Guarantees. In-Network-Provider Directories shall be updated and reprinted or made available electronically at least annually;
d. Prescribe such procedures, rules and regulations as it shall deem necessary or proper for the efficient administration of this Agreement, except if such procedures, rules and regulations are found to be in violation of this Agreement, then this Agreement will govern;
e. Assist in answering all questions arising in the administration of this Agreement;
f. Keep the books and records and do all the clerical record keeping in connection with its management and administration of this Agreement and make same available to Group for its inspection;
g. Assist in the preparation and distribution as required by law and in such manner as Administrator may determine to be appropriate, of information and reports concerning this Agreement;
i. Maintain a toll-free telephone number available for Members; and
j. Provide a copy of the applicable Coverage Documents to each Member upon his or her written request.
