Responsibilities of Services Provider Sample Clauses

Responsibilities of Services Provider. (a) Services Provider shall keep and maintain proper and complete books and records of accounts, taxes, financial information and all matters pertaining to the Services. MLP shall have the right to (1) reasonably consult from time to time with the independent accountants and advisors of Services Provider and its Affiliates regarding the Services; (2) reasonably consult from time to time at reasonable times and following reasonable notice, with management of Services Provider at their respective places of business regarding operating and financial matters, so long as such consultation does not unreasonably interfere with the operation of the business of Services Provider, for the purposes of understanding and monitoring the business and financial soundness of Services Provider and its Affiliates; and (3) reasonably consult with any other personnel of Services Provider or its Affiliates; provided in each case (1) through (3) immediately above that (y) MLP shall provide reasonable advance written notice thereof to Services Provider and (z) Services Provider shall be provided an opportunity to participate in all meetings and calls relating thereto and shall be copied on all correspondence and other written material relating thereto.
Sample 1
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Responsibilities of Services Provider. Each Party shall keep and maintain, for and on behalf of such Party, proper and complete books and records of its own accounts, taxes and financial information to the extent pertaining to the Services performed under this Agreement. MLP shall have the right to (1) reasonably consult from time to time with the independent accountants and advisors of Services Provider and its Affiliates regarding the Services; (2) reasonably consult from time to time at reasonable times and following reasonable notice, with management of Services Provider at their respective places of business regarding operating and financial matters, so long as such consultation does not unreasonably interfere with the operation of the business of Services Provider, for the purposes of understanding and monitoring the business and financial soundness of Services Provider and its Affiliates; and (3) reasonably consult with any other personnel of Services Provider or its Affiliates; provided, in each case (1) through (3) immediately above, that (y) MLP shall provide reasonable advance written notice thereof to Services Provider and (z) Services Provider shall be provided an opportunity to participate in all meetings and calls relating thereto and shall be copied on all correspondence and other written material relating thereto. MLP acknowledges and agrees that Services Provider shall not have any obligation to prepare on behalf of MLP or file any financial statement, report or filing that MLP or any of its Affiliates or Subsidiaries is obligated to file or report under any Law, rule or regulation, including the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, with respect to its business generally or the Services provided hereunder, or respond to any inquiries by any Governmental Authority or other applicable regulatory authority in connection with any financial statement, report or filing; provided, however, Services Provider shall assist MLP in the preparation of such filings as part of the Services provided hereunder.
Sample 1

Related to Responsibilities of Services Provider

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicer, Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • Client Responsibilities During the Term and subject to the provisions of this Schedule, Client shall at its expense (unless otherwise provided for herein) fulfill, or cause to be fulfilled by the Funds or otherwise, the Client obligations, if any, set forth in each Service Exhibit to this Schedule. Client hereby represents, warrants and covenants that the execution and delivery of this Schedule by Client and the performance of Client’s obligations under this Schedule have been duly authorized by all necessary action on the part of Client. Client must comply with the provisions of this Schedule. Client agrees that DST may seek relief from Client for any infringement of this Schedule such as, but not limited to, a material violation, breach, act of negligence or gross negligence, willful misconduct, misfeasance or malfeasance committed by Client or its officers, agents and assigns, in connection with Client’s obligations and responsibilities under this Schedule.

  • Responsibilities of Sub-Adviser In carrying out its obligations under this Agreement, the Sub-Adviser agrees that it will:

  • SELLER’S ENGAGEMENT OF SERVICER TO PERFORM SERVICING RESPONSIBILITIES Section 2.01. Contract for Servicing; Possession of Custodial Files, Maintenance of Retained Mortgage Files and Servicing Files. The Seller, by execution and delivery of this Agreement, does hereby contract with the Servicer as an independent contractor, subject to the terms of this Agreement, for the continued servicing of the Mortgage Loans. On or before the Closing Date, the Servicer shall have in its possession the Servicing Files with respect to the Mortgage Loans listed on the Mortgage Loan Schedule. The Servicer shall maintain a Servicing File with respect to each Mortgage Loan in order to service such Mortgage Loans pursuant to this Agreement and each Servicing File in its possession shall be held in trust by the Servicer for the benefit of the Trustee; provided, however, that the Servicer shall have no liability for any Servicing Files (or portions thereof) not delivered by the Seller. The Servicer’s possession of any portion of the Mortgage Loan documents shall be at the will of the Trustee for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to this Agreement, and such retention and possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage and the contents of the Servicing File shall be vested in the Trustee and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Servicer shall immediately vest in the Trustee and shall be retained and maintained, in trust, by the Servicer at the will of the Trustee in such custodial capacity only. The portion of each Servicing File retained by the Servicer pursuant to this Agreement shall be appropriately marked to clearly reflect the ownership of the related Mortgage Loan by the Trustee. The Servicer shall release from its custody the contents of any Servicing File retained by it only in accordance with this Agreement. Pursuant to the Mortgage Loan Purchase Agreement, the Seller will have delivered the Custodial Files to the Custodian. In addition, each Retained Mortgage File not delivered to the Custodian pursuant to the Mortgage Loan Purchase Agreement are and shall be held in trust by the Servicer for the benefit of the Trustee as the owner thereof. The possession of each Retained Mortgage File held by the Servicer is in a custodial capacity only. The ownership of each Retained Mortgage File shall be vested in the Trustee. The Servicer shall release its custody of the contents of any Retained Mortgage File only in accordance with written instructions from the Trustee, unless such release is required pursuant to Section 5.02 or if a Document Transfer Event occurs. Upon the occurrence of a Document Transfer Event, the party first discovering such event shall promptly notify the Master Servicer, the Servicer, the Trustee and the Custodian, as applicable, and, with respect to each Mortgage Loan, deliver to the Custodian, within 60 days, the Retained Mortgage Files pursuant to the terms of the Custodial Agreement.

  • Responsibilities of Adviser Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:

  • ALPS’ Responsibilities In connection with its performance of TA Web, ALPS shall:

  • Servicer's Responsibilities In addition to any other obligations set forth herein, upon acquisition of each REO, the Servicer shall be responsible for:

  • Duties and Responsibilities of Custodian A. Delivery of Assets ------------------ Fund will deliver or cause to be delivered to Custodian on the effective date of this Agreement, or as soon thereafter as practicable, and from time to time thereafter, all portfolio securities acquired by it and monies then owned by it (except as permitted by the Investment Company Act of 1940) or from time to time coming into its possession during the time this Agreement shall continue in effect. Custodian shall have no responsibility or liability whatsoever for or on account of securities or monies not so delivered. All securities so delivered to Custodian (other than bearer securities) shall be registered in the name of Fund or its nominee, or of a nominee of Custodian, or shall be properly endorsed and in form for transfer satisfactory to Custodian.

  • Responsibilities of the Parties 7.1. Rostelecom and the User bear responsibility for non-fulfillment or improper fulfillment of their responsibilities in the Agreement in accordance with the current law of the Russian Federation, (including the Regulations) and the Agreement.

  • Responsibilities of the Company 11.1 The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement.

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