Obligations of Agent. A. Partner Agent represents and warrants that (i) Partner Agent has any and all ownership or other rights in the business contemplated herein necessary to place such business with Company under this Agreement; (ii) Partner Agent placing business under this Agreement is not in violation of any duty or obligation owed to any other entity or person; and (iii) Partner Agent is, and will continue to be, authorized and licensed to perform all acts set out in this Agreement while providing services under this Agreement.
B. The Program, as more specifically described in the Company Guidelines and in Exhibit A of this Agreement, will be mutually exclusive, unless otherwise stated in this Agreement. Partner Agent will be allowed to complete existing obligations under insurance policies with other insurance carriers for the Program. Unless otherwise specifically stated in this Agreement, Company will not accept business encompassed within the Program from any entity other than Partner Agent during the term of this Agreement. Partner Agent shall exclusively represent Company and shall not represent any other insurance company or similar entity in relation to the Program. Partner Agent may be allowed to write business with other insurance carriers for any portion of the Program not offered by Company (“Other Business”) so long as Partner Agent notifies Company in writing of Other Business and Company has a right of first refusal to write Other Business. In the event that a conflict exists as to whether Partner Agent is authorized to represent an existing or prospective policyholder, Company may honor the policyholder’s written producer of record designation signed by the policyholder. Notwithstanding the foregoing, Company shall be under no obligation to honor a written producer of record designation from a policyholder before accepting business from a designated Partner Agent, and Company’s determination of which agent of Company represents Company with regard to a particular policyholder shall be final and binding.
C. Partner Agent shall be responsible for compliance with all applicable state and federal laws, regulations, rules, and requirements relating to the performance of Partner Agent’s obligations and the general standards, rules, and regulations of the insurance industry and all Company Guidelines as provided by Company in writing.
D. Partner Agent shall keep true, separate, accurate, and complete records of all transactions related to the policies and all co...
Obligations of Agent. The obligations of the Agent under this Agreement, under the Notes, and under the Security Documents are only those expressly set forth herein and therein.
Obligations of Agent. Neither the Agent nor any of its directors, officers, agents, or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or the other Loan Documents except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent (i) may treat the Banks as the parties entitled to distributions hereunder unless and until the Agent receives written notice and evidence satisfactory to it to the contrary, (ii) may consult with legal counsel (including counsel for the Borrowers), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iii) shall not by reason of any Loan Document be a trustee or fiduciary for any Bank, and (iv) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable, telex or facsimile) believed by it to be genuine and signed or sent by the proper party or parties or by acting upon any representation or warranty of any Borrower made or deemed to be made hereunder. Further, the Agent (A) makes no warranty or representation to any Bank and shall not be responsible to any Bank for the accuracy or completeness of any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement, (B) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Loan Document on the part of the Borrowers or to inspect the property (including the books and records) of the Borrowers, and (C) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document, or any other instrument or document furnished pursuant hereto.
Obligations of Agent. Agent shall be responsible, at his own cost and expense, for the following:
A. His own means of transportation;
B. Any and all expenses involved in the conduct of his sales efforts;
Obligations of Agent. The obligations of the Agent under the Financing Documents are only those expressly set forth herein and therein.
Obligations of Agent. If Agent succeeds to Borrower's interest in the Property by dispossession, judicial foreclosure, exercise of the power of sale, conveyance in lieu of foreclosure or otherwise, Agent, its successors and assigns, or any purchaser at a foreclosure or trustee's sale, shall thereby automatically succeed to Borrower's Interest as landlord under the Lease and shall be bound by all of the obligations imposed by the Lease upon the landlord therein; provided, however, that neither Agent nor any of the Banks, nor any of their respective successors and assigns, nor any purchaser at a foreclosure or trustee's sale, shall be:
2.3.1 Personally liable for any act or omission of a prior landlord (including Borrower) under the Lease, or liable for any consequential damages arising from any such act or omission of a prior landlord;
2.3.2 Subject to any offsets or defenses which Tenant might have against any prior landlord (including Borrower) under the Lease, except as expressly provided for in the Lease, provided that Agent or Banks have been given notice of and do not timely cure the respective act or omission by the prior landlord giving rise to any such offset or defense;
2.3.3 Bound by any prepayment by Tenant of more than one month's installment of rent, additional rent or advance rent to any prior landlord (including Borrower), excluding any security deposit, any letter of credit provided in lieu of a security deposit or any proceeds therefrom, and all such rent shall remain due and owing notwithstanding such advance payment;
2.3.4 Bound by any amendment or modification of or to the Lease made without the written consent of Agent involving changes in the leased Premises, the amount of rent payable under the Lease, the term of the Lease or any options (provided that nothing herein shall prevent Tenant from exercising any option currently provided in the Lease, including, without limitation, any option to extend the term of the Lease or to expand the Premises);
2.3.5 Bound to commence or complete any construction or to make any contribution toward the construction or installation of any improvements upon the Premises or any expansion or rehabilitation of existing improvements thereon, except as expressly provided for in the Lease;
2.3.6 Bound by any restriction on competition beyond the Premises;
2.3.7 Bound by any notice of termination given by Borrower to Tenant under the Lease without Agent's prior written consent thereto.
2.3.8 Personally liable for any environmenta...
Obligations of Agent. When Agent and Company exchange data electronically, Agent will comply with the following:
Obligations of Agent. With regard to its access, use and/or disclosure of the PHI, Agent agrees to:
a. not use or further disclose the PHI other than as permitted or required by this B.A. Agreement or as permitted by law;
b. use appropriate safeguards to prevent use or disclosure of the PHI other than as permitted in Section 3.2(a);
c. implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic PHI that it creates, receives, maintains, or transmits on behalf of a Covered Entity; and makes its policies, procedures, and documentation, to the extent required by the Security Rule to be maintained relating to such safeguards, available to the Secretary of the Department of Health and Human Services (“HHS”) for purposes of determining the Covered Entity’s compliance with the Security Rule;
d. report to the applicable Covered Entity in writing any use or disclosure of the PHI not permitted in Section 3.2(a) of which Agent’s management becomes aware;
e. report to the applicable Covered Entity any Security Incident of which Agent management becomes aware, provided that for purposes of this B.A. Agreement, the Parties agree that any attempted or threatened incident that does not result in a security breach, including but not limited to “pings” and other request-response utilities, does not constitute a Security Incident;
f. ensure that any agents and subcontractors to which Agent provides the PHI agree to the same restrictions and conditions that apply to Agent with respect to such PHI;
g. make available the PHI necessary for a Covered Entity to respond to individuals’ requests for access to the PHI about them in the event that the PHI in Agent’s possession constitutes a Designated Record Set;
h. make available the PHI for amendment and incorporate any amendments to the PHI in accordance with the Privacy Rule in the event that the PHI in Agent’s possession constitutes a Designated Record Set;
i. if applicable, make available the information as would be required to allow a Covered Entity to respond to a request by an individual for an accounting of disclosures in accordance with the Privacy Rule;
j. make its internal practices, books and records relating to the use and disclosure of PHI available to the Secretary of HHS for purposes of determining a Covered Entity’s compliance with the Privacy Rule; and
k. return to the applicable Covered Entity or destroy, within ninety (90) days...
Obligations of Agent. During the term of this Agreement, and for so long as Agent is in possession of the Certificate, Agent shall take reasonable care of the Certificate. Once the Pledgor has made payment in full on all of the principal and interest on the Notes and/or all of the Notes have been converted into common stock of Dairy, Agent shall re-deliver the Certificate to the Pledgor, together with the stock power endorsed by the Pledgor.
Obligations of Agent. Agent shall comply with all requirements of the Nicor T&B Agreement and all other agreements applicable to the purchase, sale, transportation, storage, injection and withdrawal of Gas including, without limitation, the timely remittance of payments to Sellers in accordance with the terms and conditions of such agreements referred to in Section 5.2 of this Agreement. Agent shall pay, from its own funds, all its expenses and costs incurred in the course of performing Agent's duties and obligations hereunder.
