PARTIES’ DUTIES Sample Clauses

PARTIES’ DUTIES. (a) Upon execution of this Agreement, Installer shall submit to SentryNet a complete and accurate copy of the Customer Monitoring Agreement Installer intends to use for its Customers for approval and acceptance by SentryNet Such Customer Monitoring Agreement shall contain industry standard description of monitoring, limitations of liability, third party indemnification; protect the interests of SentryNet, and all its related entities including but not limited to its parents, subsidiaries, affiliates, successors and assigns, as a subcontractor of Installer and include such other provisions as SentryNet may reasonably require. Installer agrees to have each Customer to be monitored execute a Customer Monitoring Agreement, in the form approved by SentryNet and retain an original copy of such Agreement on file at Installer’s office. Installer agrees to provide SentryNet a copy of such agreement upon request in the event of a dispute between the Customer and SentryNet SentryNet shall have no obligation to provide monitoring service until (i) Installer confirms Customer has signed an unmodified copy of SentryNet’s approved Customer Monitoring Agreement; and (ii) test signals have been received and approved by SentryNet Installer shall not alter, amend, cancel or otherwise change the previously approved Monitoring Agreement with any Customer without prior written consent of the changes by SentryNet SentryNet will not unreasonably withhold consent of changes that are not material to SentryNet’s interests. (b) Installer agrees to furnish to SentryNet all changes, revisions, and modifications to the Customer notification form in writing; (c) All equipment installed by Installer to transmit signals to the monitoring equipment of SentryNet shall be approved by SentryNet and shall be compatible with SentryNet’s monitoring equipment. (d) Installer shall keep in full force and effect, general liability and errors and omissions insurance covering the operations of Installer in the minimum amount of One Million Dollars ($1,000,000). Installer shall provide SentryNet with certificates of insurance evidencing such coverage if requested by SentryNet, and shall further arrange with the insurance carrier that the insurance carrier will notify SentryNet of any cancellation or change in coverage within 30 days of such cancellation or change.
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PARTIES’ DUTIES. (i) JV Company shall promptly and fully notify INVO Bioscience of any actual, threatened or suspected infringement of Intellectual Property which comes to the JV Company’s notice, and of any claim by any third party coming to the JV Company’s notice that the sale of the INVO Technologies infringes any rights of any other person, and INVO Bioscience shall at the request of the JV Company, do all things as may be reasonably required to assist the JV Company in taking or resisting any proceedings in relation to any such infringement or claim. (ii) JV Company shall at the expense of JV Company take all such steps as INVO Bioscience may reasonably require to assist INVO Bioscience in maintaining the validity and enforceability of the Intellectual Property during the term of this Agreement.
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PARTIES’ DUTIES. PURCHASE CONTRACTOR is an independent contractor who agrees to employ his/her talents and skills to purchase a new required Model (the “Vehicle”) with less than 100 miles recorded on the odometer for XXXXX-BOY INTERNATIONAL and promptly transfer possession of the Vehicle to XXXXX-BOY INTERNATIONAL by a specified date and time.
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PARTIES’ DUTIES. (a) HNB shall never place at risk assets of HPCI, in its capacity as co-borrower, guarantor, pledgor, or otherwise, in excess of the aggregate principal amount or percentage of HPCI's assets established from time to time by the Board of Directors of HPCI, including a majority of the independent directors of HPCI. HPCI shall notify HNB of any change in such maximum principal amount or percentage authorized by HPCI's Board of Directors promptly after any such authorization. The term "independent director" of HPCI shall be as defined in HPCI's Articles of Incorporation. Nothing in this Agreement shall limit or otherwise restrict HNB from borrowing under the Loan or under any other arrangement, if such additional borrowing or arrangement does not place HPCI's assets at risk.
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PARTIES’ DUTIES. (a) HNB shall never place at risk assets of HPCI, in its capacity as co-borrower, guarantor, pledgor, or otherwise, in excess of the aggregate principal amount or percentage of HPCI’s assets established from time to time by the Board of Directors of HPCI, including a majority of the independent directors of HPCI. HPCI shall notify HNB of any change in such maximum principal amount or percentage authorized by HPCI’s Board of Directors promptly after any such authorization. The term “independent director” of HPCI shall be as defined in HPCI’s Articles of Incorporation. Nothing in this Agreement shall limit or otherwise restrict HNB from borrowing under the Loan or under any other arrangement, if such additional borrowing or arrangement does not place HPCI’s assets at risk. (b) HPCI shall use its best efforts to provide FHLBC such authorizations, documents, instruments, certificates, and agreements as FHLBC may reasonably request with respect to the Loan and the Collateral. (c) HNB shall cooperate with HPCI in its effort to pledge the Collateral, including providing such information and documentation as may be available to HNB and such assistance as HPCI may request.
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PARTIES’ DUTIES. (a) The Company shall accept, process, and recycle Recovered Materials transferred to the Company by the Authority’s (and/or Baltimore City’s) transportation contractor during the Company’s Receiving Hours, as described in this Service Agreement. The Authority reserves the right under this Service Agreement to import and process through the Transfer Stations, Recovered Materials from locations outside the confines of Baltimore City, Maryland (“the City”), if approved by the Company. The Company has sole responsibility for the provision and operation of all Facilities, personnel, and sites necessary to provide the Service. The Company Representative or his/her delegate shall be available daily to ensure the day-to-day coordination of activities. Upon request of the Authority Representative or of the City Representative, the Company shall meet with the Authority or the City. Services requested under this Service Agreement shall begin on June 1, 2021 (Operations Date). There is no minimum tonnage guarantee under this Service Agreement. The Authority is not obligated to deliver a certain quantity of material to the Company. The Company shall cooperate with the Authority in providing information regarding general market locations of the Recovered Material processed at the Company’s Processing Facilities upon request Beginning on the Operations Date, and continuing throughout the term of this Service Agreement, the Company shall provide the Service in accordance with this Service Agreement and Applicable Law. The Company shall cooperate with the Authority and the Authority’s (and/or the City’s) transportation contractors to ensure that the Company’s acceptance of the Recovered Materials is conducted in an effective and efficient manner minimizing waiting times for the transportation contractor(s) at the Processing Facility. (b) The Company is obligated to accept, and process all Recovered Material transferred to the Company’s Processing Facility by the Authority. Provisions for Hazardous Waste, if any, and Unacceptable Waste, if any, are set forth in Section 2 below. (c) The Company shall be an independent contractor and not ·an employee of the. Authority, and the Company's employees who are assigned to provide services to the Authority under this Service Agreement shall be employees of the Company and not the Authority. The Company shall be responsible for the reporting and remittance of all state and federal taxes, compensable workers' compensation claims, and...
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PARTIES’ DUTIES. ASA shall manufacture (or have manufactured on its behalf in whole or in part) and sell to PRESSTEK the ADAST 547A DI Press and the ADAST 557A DI Press and PRESSTEK shall manufacture (or have manufactured on its behalf, in whole or in part) and supply to ASA the Presstek Kits required to implement the PRESSTEK Pearl Technology on the Presses. For those Presses that are to be sold, resold or otherwise distributed by PRESSTEK in accordance with the terms of this Agreement, the Presstek Kits for the ADAST 547A DI and ADAST 557A DI Presses manufactured by ASA for PRESSTEK pursuant to this agreement shall be supplied to ASA free of any charge or cost; all other Presstek Kits shall be supplied to ASA for the prices set forth in Exhibit D.
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PARTIES’ DUTIES 
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Related to PARTIES’ DUTIES

  • Fas Duties As Administrator, and subject to the supervision and control of the Investment Company’s Board of Trustees/Directors (the “Board”), FAS will provide facilities, equipment, and personnel to perform or cause to be performed the following “Administrative Services” for operation of the business and affairs of the Investment Company and each of its Funds and any additional Administrative Services that FAS shall agree in writing to perform, or cause to be performed, for the Investment Company from time to time:

  • Company's Duties The Company shall diligently perform all duties incident to the origination, sale and servicing of the mortgage loans subject to this Agreement. In the performance of its servicing duties, the Company shall exercise the same degree of care it exercises when servicing mortgage loans for its own account, but in no event shall the Company exercise less care than a reasonable prudent servicer would exercise under similar circumstances. In addition, the Company shall comply with all of the provisions of the Guides and with all other requirements and instructions of Washington Mutual Mortgage. The Company shall perform such duties at its sole expense, except as otherwise expressly provided in the Guides.

  • Seller’s Duties Seller agrees to make a reasonable effort to accommodate the Broker, including, but not limited to, open houses, showings, Buyer appointments, inspections, testing, and any other requests regarding the use of the Property. When receiving offers, the Seller agrees, in good faith, to consider all proposals, letters, or similar contracts presented by the Broker. Seller shall be the only party responsible for determining the Purchase Price or any price for the sale of the Property.

  • TAXES & DUTIES a) The TDS, Raj-VAT, Service Tax etc., if applicable, shall be deducted at source/ paid by RISL as per prevailing rates. b) For goods supplied from outside India, the successful/ selected bidder shall be entirely responsible for all taxes, stamp duties, license fees, and other such levies imposed outside the country. c) For goods supplied from within India, the successful/ selected bidder shall be entirely responsible for all taxes, duties, license fees, etc., incurred until delivery of the contracted Goods to the Purchaser. d) If any tax exemptions, reductions, allowances or privileges may be available to the successful/ selected bidder in India, the Purchaser shall use its best efforts to enable the successful/ selected bidder to benefit from any such tax savings to the maximum allowable extent.

  • Assignor's Duties It is expressly agreed, anything herein contained to the contrary notwithstanding, that each Assignor shall remain liable to perform all of the obligations, if any, assumed by it with respect to the Collateral and the Collateral Agent shall not have any obligations or liabilities with respect to any Collateral by reason of or arising out of this Agreement, nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any of the obligations of any Assignor under or with respect to any Collateral.

  • Contractor’s Duties Notwithstanding termination of the contract and subject to any directions from the procurement officer, Contractor shall take timely, reasonable, and necessary action to protect and preserve property in the possession of Contractor in which the State has an interest.

  • Position Duties and Responsibilities Place of Performance (a) Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

  • Rights, Duties and Responsibilities of Escrow Agent It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that: 5.1 The Escrow Agent shall notify the Issuer, on a daily basis, of the Escrow Amounts which have been deposited in the Bank Account and of the amounts, constituting the Fund, which have cleared the banking system and have been collected by the Escrow Agent. 5.2 The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of any agreement between the Issuer and third parties nor shall the Escrow Agent be responsible for the performance by the Issuer of its respective obligations under this Agreement. 5.3 The Escrow Agent shall not be required to accept from the Issuer any Subscription Information pertaining to prospective purchasers unless such Subscription Information is accompanied by checks, cash, or wire transfers meeting the requirements of Section 3.1, nor shall the Escrow Agent be required to keep records of any information with respect to payments deposited except as to the names, addresses and amounts of such payments; however, the Escrow Agent shall notify the Issuer promptly of any discrepancy between the amount set forth in any Subscription Information and the amount delivered to the Escrow Agent therewith. Such amount need not be accepted for deposit in the Escrow Account until such discrepancy has been resolved. 5.4 The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent, within a reasonable time, shall return to the Issuer any check received which is dishonored, together with Subscription Information, if any, which accompanied such check. 5.5 The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is given to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions or to execute any such certificate, instrument or other document. 5.6 If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Bank Account, the Escrow Amounts or the Fund which, in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, it shall be entitled to hold the Escrow Amounts, the Fund, or a portion thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit the Fund (and any other Escrow Amounts that thereafter become part of the Fund) with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent of the Fund with the Clerk of any such court, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder. 5.7 The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. 5.8 The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amounts, the Fund or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Fund or any part thereof.

  • General Duties and Responsibilities 1. Responsibilities under the General Conditions of the Contract for Construction: In addition to the responsibilities herein set forth, Consulting Engineer/Architect agrees to be responsible for those matters identified in the General Conditions as being responsibilities of the Consulting Engineer/Architect. Consulting Engineer/Architect specifically acknowledges receipt of a copy of the General Conditions and acceptance of the responsibilities as set forth therein.

  • Subadvisers Duties The Subadviser shall formulate and implement a continuous investment program for each Fund, including the purchase, retention and disposition of investments therefor, in accordance with the Fund’s investment objective and policies as stated in the Trust’s Registration Statement. The Subadviser’s duties hereunder are subject to the following understandings with respect to each Fund: (a) Subject to the supervision and control of the Adviser, the Subadviser shall furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Subadviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust’s Declaration of Trust, Bylaws, policies and procedures and Registration Statement, in each case as may be amended or updated from time to time, and with the instructions and directions of the Adviser, provided, however, that the Subadviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Subadviser; and the Subadviser shall conform to and comply with the applicable requirements of the 1940 Act, the Advisers Act and all other applicable federal or state laws, rules and regulations; (c) The Subadviser shall promptly communicate to the Adviser such information relating to Fund transactions as the Adviser may reasonably request. On occasions when the Subadviser deems the purchase or sale of an investment to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may aggregate the investments to be sold or purchased, provided that in the opinion of the Subadviser, all accounts are treated equitably and fairly. In such event, allocation of the investments so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients; (d) The Subadviser shall maintain books and records with respect to the Fund’s investment transactions and shall render to the Adviser such periodic and special reports as the Adviser may reasonably request; (e) The Subadviser shall provide the Adviser with a list of all investment transactions as reasonably requested by the Adviser; (f) The investment advisory services of the Subadviser with respect to the Fund under this Agreement are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others.

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