PROVISION OF ADVICE Sample Clauses

PROVISION OF ADVICE. 2.1. Our advice on any matter is confidential and is provided for your benefit alone and solely for the purpose of the matter set out by us in the Engagement Letter. Save with our prior written consent it may not be relied upon for any other purpose or by any other person. Our duty of care is to you as our client and does not extend to any third party. 2.2. We are not responsible for advising (or not advising) on matters outside the scope of the Engagement Letter, or for advising on changes in the law after we have delivered our advice, or if you act or refrain from acting on the basis of any draft advice before it has been finalised. 2.3. You are responsible for providing us in a timely manner with all instructions, information and documents that we require in order to advise you on your matter and to ensure that such information is, and remains, true and accurate in all material respects and is not misleading. Unless we agree otherwise, we will not check the accuracy or completeness of such information. You should not assume that information or documents which have previously been given to us on matters on which we have previously advised will be known to those instructed on a new matter. 2.4. If now, or at any time in the future, any matter upon which we act for you is the subject of contested proceedings, whether in the courts or other tribunals, you will almost certainly have to disclose documents, including electronic documents, relevant to the matter. You should ensure that you do not destroy or allow to be destroyed any documents that relate to such matter in any way as your position in such proceedings could be seriously compromised if you do so. 2.5. You are responsible for ensuring that you have all necessary rights to supply us with the information you provide and that our use of that information will not infringe the rights of any third party or result in a breach of any law, rule or regulation. 2.6. To enable us to continue to advise you on your matter effectively you are obliged to inform us, within 7 days, of any changes to your name, address, e-mail address or telephone number.
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PROVISION OF ADVICE. 2.1 Our advice on any matter is confidential and is provided for your benefit alone and solely for the purpose of the matter set out by us in the Engagement Letter. Save with our prior written consent it may not be relied upon for any other purpose or by any other person. Our duty of care is to you as our client and does not extend to any third party. 2.2 We are not responsible for advising (or not advising) on matters outside the scope of the Engagement Letter, or for advising on changes in the law after we have delivered our advice, or if you act or refrain from acting on the basis of any draft advice before it has been finalised.
PROVISION OF ADVICE. ‌ Each Proposer will upon request of the Issuer provide to the Issuer financial advisory services in relation to the Issuer's business and in particular will: (a) as and when so requested by the Issuer, advise the Issuer of opportunities for the purchase of assets and the sale of Obligations and the making of swap transactions with particular regard to interest rates, currency exposures and currency fluctuations and such other investment factors which the Proposer may consider relevant; (b) as and when so requested by the Issuer, provide general advice and information on interest rates and rates of currency exchange and movements in securities markets and on such other matters as may from time to time be of assistance to the Issuer; and (c) as and when requested by the Issuer use its reasonable endeavours to arrange for a responsible officer of the Proposer to attend at a meeting with representatives of the Issuer to report on services provided by the Proposer pursuant to this Agreement, provided that such Proposer shall not be obliged to provide any advice hereunder unless (a) it is advice of a kind that the Proposer commonly provides to their other clients and (b) the Proposer and the Issuer have agreed in advance on the fee to be paid by the Issuer for such advice.
PROVISION OF ADVICE. 3.1 MGL shall provide the Advice to the Customer in writing or verbally, as agreed between the Parties from time to time. 3.2 Any performance dates specified by MGL in relation to the provision of the Advice shall be estimates only and time shall not be of the essence for the provision of the Advice. 3.3 MGL shall have the right to make any changes to the way in which the Advice is provided which are necessary to comply with any applicable law or requirement, or which do not materially affect the nature or quality of the Advice, and MGL shall notify the Customer in any such event. 3.4 For the avoidance of doubt, the Customer may be contacted by third party service providers during the provision of the Advice or subsequent to the provision of the Advice, but only in connection with the provision of the Advice or in connection with services offered by the third party service provider.
PROVISION OF ADVICE. 3.1 The Programme Administrator and/or the Dealer, as applicable, will upon request of the Issuer provide to the Issuer general administrative services in relation to the Issuer's business and the Programme and in particular (but without limitation) will, where appropriate, advisable and practicable in accordance with the terms of the Programme and the Conditions of the relevant Series of Notes: (a) seek to have Notes issued in the appropriate amounts, maturities and rates consistent with the business purpose of the Issuer and the Programme Documents; (b) assist in the issue of the Notes by the Issuer including providing all such information as the Registrar may reasonably require to carry out their functions; (c) provide credit, interest rate, and foreign exchange risk management services, and arrange where advisable and practicable for the purchase of hedging instruments, swaps and other derivative products; (d) assist in enabling payment of interest or, as the case may be, principal upon redemption or otherwise, to investors in the Notes; (e) provide research support, market information, portfolio and mark to market valuations; (f) if so requested by the Note Trustee or Security Trustee, assist with respect to the enforcement of applicable security; (g) assist the Issuer in providing information to investors in the Notes; (h) monitor and advise the Issuer of its obligations and compliance requirements under the various agreements to which the Issuer is a party on a periodic basis; (i) in connection with any applicable Global Master Repurchase Agreement, arrange the execution of any repurchase agreement or any buy and sell back agreement between the relevant Noteholder (or any person on its behalf) and the Issuer; (j) in connection with any applicable Global Master Repurchase Agreement, issue and send any confirmations with respect to any repurchase agreement or any buy and sell back agreement to the relevant Noteholder (or any person on its behalf) and the Issuer; (k) arrange the execution of any notices pursuant to any put option Agreement entered into between the Issuer and any third party; (l) in connection with any realisation on the Collateral and any actions related thereto: (i) deliver notices to the Security Trustee, the Note Trustee, the Custodian and the Account Provider; (ii) deliver the payment instructions of the Noteholders to the Custodian and the Account Provider; (iii) facilitate that the payment instructions are executed by the Custodi...

Related to PROVISION OF ADVICE

  • Provision of Services (a) The HSP will provide the Services in accordance with, and otherwise comply with: (1) the terms of this Agreement; (2) Applicable Law; and

  • Provision of Access Subject to the terms of this Agreement, Flock hereby grants to Agency a non-exclusive, non-transferable right to access the features and functions of the Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Agency’s designated administrator, listed on the Order Form, and any Authorized End Users to access and download via the Web Interface for thirty (30) days. Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Flock will also provide Agency with the Documentation to be used in accessing and using the Services. Agency shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Agency, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the Services and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage) which makes the Services available to Agency and Authorized End Users. Warranties provided by said third party service providers are the agency’s sole and exclusive remedy and Xxxxx’s sole and exclusive liability with regard to such third-party services, including without limitation hosting the Web Interface. Agency agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Agency from time to time.

  • Provision of Multiple Services If the Sub-Advisor shall have provided both investment advisory services under subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively under subparagraph (b) of this paragraph 4.

  • Provision of Service NYISO will provide Developer with interconnection service of the following type for the term of this Agreement.

  • Provision of Data 26.1 The Supplier shall submit all information required under applicable law and regulations, such as but not limited to information required to meet financial and administrative obligations. If Wavin has not received one or more of the requested documents within ten (10) days of making the request, Wavin shall be entitled to suspend payment until the moment of receipt, or to terminate the Agreement without any liability. 26.2 Every change in the data submitted under clause 26.1 must be immediately reported to Xxxxx in writing.

  • Provision of Funds (a) GMAC agrees to contribute and deposit in the Certificate Account on behalf of Residential Funding (or otherwise provide to Residential Funding, or to cause to be made available to Residential Funding), either directly or through a subsidiary, in any case prior to the related Distribution Date, such moneys as may be required by Residential Funding to perform its Subordinate Certificate Loss Obligation when and as the same arises from time to time upon the demand of the Trustee in accordance with Section 13.01 of the Servicing Agreement. (b) The agreement set forth in the preceding clause (a) shall be absolute, irrevocable and unconditional and shall not be affected by the transfer by GMAC or any other person of all or any part of its or their interest in Residential Funding, by any insolvency, bankruptcy, dissolution or other proceeding affecting Residential Funding or any other person, by any defense or right of counterclaim, set-off or recoupment that GMAC may have against Residential Funding or any other person or by any other fact or circumstance. Notwithstanding the foregoing, GMAC's obligations under clause (a) shall terminate upon the earlier of (x) substitution for this Limited Guaranty pursuant to Section 13.01(f) of the Servicing Agreement, or (y) the termination of the Trust Fund pursuant to the Servicing Agreement.

  • Submission of Agreement Submission of this Lease to Tenant for signature does not constitute a reservation of space or an option to acquire a right of entry. This Lease is not binding or effective until execution by and delivery to both Landlord and Tenant.

  • Application for Enforcement In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification or advancement of expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall be on the Company to prove that indemnification or advancement of expenses to Indemnitee is not required under this Agreement or permitted by applicable law. Any determination by the Company (including its Board of Directors, stockholders or independent counsel) that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor create any presumption that Indemnitee is not entitled to indemnification or advancement of expenses hereunder.

  • Performance of Service; Limitation of Liability A. PFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's control, except a loss arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS as a result of PFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS. B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent. C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.

  • Interpretation of Agreement It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.

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