RISKS AND DUTIES Sample Clauses

RISKS AND DUTIES. Except for loss caused exclusively by Our gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement or the Account Agreement, You assume all risk of loss due to the use of The Services, including, without limitation, the risk of Third Party fraud and internal fraud of the Depositor. You further agree that You will notify Us immediately: a) of any suspected or actual misuse or unauthorized use of the PAC, PIW, PIN, or Passcode; b) if the PAC, PIW, PIN, or Passcode becomes known to anyone other than You; or c) if You receive Notification of any Transaction affecting the Account that alerts You of Account activity that was not authorized by You. You will change the PAC, PIW, PIN, or Passcode if either of the notification requirements above in a) or b) arises. You acknowledge that You are responsible for all use made of the PAC, PIW, PIN, or Passcode and that We are not liable for Your failure to comply with any part of this Agreement. You are liable for all authorized and unauthorized use, including all Transactions. You are also liable for all fraudulent or worthless deposits made into the Account. Without limiting the generality of the foregoing, You expressly acknowledge and agree that You shall be bound by and liable for any use of the PAC, PIW, PIN, or Passcode by a member of Your or a Signing Officer’s, Delegate’s, or Non Signer’s household whether authorized by You or not. You acknowledge that You are liable for all transfers authorized by any Signing Officer to linked accounts. You bear all risk for all such Transactions. Where You know of facts that give rise or ought to give rise to suspicion that any Transactions, instructions in respect of the Account, or Instruments deposited to the Account are fraudulent, unauthorized, counterfeit, or induced through or in any way tainted by fraud or unlawful conduct, or otherwise likely to be returned to Us or found invalid for any reason, You have a duty to make reasonable inquiries of proper parties into such Transactions, instructions, or Instruments, as the case may be, to determine whether they are valid authorized Transactions, instructions, or Instruments, as the case may be, before negotiating or, alternatively, accessing any funds derived from such Transactions, instructions, or Instruments, and to disclose to the Financial Institution Your suspicion and the facts upon which Your suspicion is based (“Suspicious Circumstances”). The Financial Ins...
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RISKS AND DUTIES. Except for loss caused exclusively by Alterna's gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement or the Account Agreement, the member assumes all risk of loss due to the use of the Services, including, without limitation, the risk of Third Party fraud and internal fraud of the member. The member further agrees that they will notify Alterna immediately: a. of any suspected or actual misuse or unauthorized use of the PAC and/or PIW; or b. if the PAC and/or PIW becomes known to anyone other than the member; and c. if the member receives Notification of any Transaction affecting the Account that alerts the member of Account activity that was not authorized by them. The member will change the PAC and/or PIW if either of the notification requirements above in a) or b) arises. The notification requirement above in b) does not apply if the member or Signing Officer has disclosed the PAC to a Third Party for a personal financial management service similar to that described in article 31, Personal Financial Management. The member acknowledges that the member is responsible for all use made of the PAC and/or PIW and that Alterna is not liable for the member's failure to comply with any part of this Agreement. The member is liable for all authorized and unauthorized use, including all Transactions. The member is also liable for all fraudulent or worthless deposits made into the Account. Without limiting the generality of the foregoing, the member expressly acknowledges and agrees that the member shall be bound by and liable for any use of the PAC or PIW by a member of the member's, Signing Officer's, Xxxxxxxx's, or Non Signer's household. The member acknowledges that the member is liable for all transfers authorized by any Signing Officer to linked accounts. The member bears all risk for all such Transactions. Where the member knows of facts that give rise or ought to give rise to suspicion that any Transactions, instructions in respect of the Accounts, or Instruments deposited to the Accounts are fraudulent, unauthorized, counterfeit, or induced through or in any way tainted by fraud or unlawful conduct, or otherwise likely to be returned to Alterna or found invalid for any reason, the member has a duty to make reasonable inquiries of proper parties into such Transactions, instructions, or Instruments, as the case may be, to determine whether they are valid authorized Transactions, instructions, or In...
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RISKS AND DUTIES. Except for loss caused exclusively by the Financial Institution's gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement or the Account Agreement, the Depositor assumes all risk of loss due to the use of Direct Services, including, without limitation, the risk of Third Party fraud. The Depositor further agrees that they will notify the Financial Institution immediately: a. of any suspected or actual misuse or unauthorized use of the PAC and/or PIW; or b. if the PAC and/or PIW becomes known to anyone other than the Depositor; and c. if the Depositor receives Notification of any Transaction affecting the Account that alerts the Depositor of Account activity that was not authorized by them. The Depositor will change the PAC and/or PIW if either of the notification requirements above in a) orb) arises. The notification requirement above in b) does not apply if the Depositor has disclosed the PAC to a Third Party for a personal financial management service similar to that described in article 29, Personal Financial Management. The Depositor acknowledges that the Depositor is responsible for all use made of the PAC and/or PIW and that the Financial Institution is not liable for the Depositor's failure to comply with any part of this Agreement. The Depositor is liable for all authorized and unauthorized use, including all Transactions. The Depositor is also liable for all fraudulent or worthless deposits made into the Account. Without limiting the generality of the foregoing, the Depositor expressly acknowledges and agrees that they shall be bound by and liable for any use of the PAC or PIW by a member of the Depositor's household. The Depositor is liable for all transfers to linked accounts. The Depositor bears all risk for all such Transactions. Where the Depositor knows of facts that give rise or ought to give rise to suspicion that any Transactions, or instructions in respect of the Account, or Instruments deposited to the Account are fraudulent, unauthorized, counterfeit, or induced through or in any way tainted by fraud or unlawful conduct, or otherwise likely to be returned to the Financial Institution or found invalid for any reason, the Depositor has a duty to make reasonable inquiries of proper parties into such Transactions, instructions, or Instruments, as the case may be, to determine whether they are valid authorized Transactions, instructions, or Instruments, as the case may be, before ne...
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RISKS AND DUTIES. Except for loss caused exclusively by the Financial Institution’s gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement, the Depositor assumes all risk of loss due to the use of the Account, including, without limitation, the risk of Third Party fraud. The Depositor further agrees that it will notify the Financial Institution immediately a) of any suspected or actual misuse or unauthorized use of the PAC, PIN, and/or PIW; or b) if the PAC, PIN, and/or PIW becomes known to anyone other than the Authorized User(s); and c) if the Depositor receives Notification of any Transaction affecting the Account that alerts the Depositor of Account activity that was not authorized by them. The Depositor or the Authorized User, as applicable, will change the PAC, PIN, and/or PIW if either of the notification requirements above in a) or b) arises.
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RISKS AND DUTIES. Except for loss caused exclusively by the Financial Institution’s gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement, the Depositor assumes all risk of loss due to the use of the Account, including, without limitation, the risk of Third Party fraud. The Depositor further agrees that they will notify the Financial Institution immediately: a) of any suspected or actual misuse or unauthorized use of the PAC, PIN, and/or PIW, or b) if the PAC, PIN, and/or PIW becomes known to anyone other than the Depositor, and c) if the Depositor receives Notification of any Transaction affecting the Account that alerts the Depositor of Account activity that was not authorized by them. The Depositor will change the PAC, PIN, and/or PIW if either of the notification requirements above in a) or b) arises.
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RISKS AND DUTIES. Except for loss caused exclusively by the Financial Institution’s gross negligence or intentional or wilful misconduct, and subject to the limitations of liability in this Agreement or the Account Agreement, the Depositor assumes all risk of loss due to the use of Direct Services, including without limitation, the risk of Third Party fraud. The Depositor further agrees that they will notify the Financial Institution immediately:
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Related to RISKS AND DUTIES

  • Positions and Duties As of the Effective Date, the Executive will continue to serve as Chief Executive Officer of the Company. The Executive will render such business and professional services in the performance of his duties, consistent with the Executive’s position within the Company, as will reasonably be assigned to him by the Company’s Board of Directors (the “Board”).

  • SCOPE AND DUTIES During the term of this Agreement, NTX will perform the following services for CLIENT:

  • Services and Duties As Administrator, and subject to the supervision and control of the Trustees of each Trust, EIS will hereafter provide facilities, equipment and personnel to carry out the following administrative services for operation of the business and affairs of each Trust and each of its series: (a) Prepare, file and maintain each Trust’s governing documents, including the Declaration of Trust (which has previously been prepared and filed), the By laws, minutes of meetings of Trustees and shareholders, and proxy statements for meetings of shareholders; (b) Prepare and file with the Securities and Exchange Commission and the appropriate state securities authorities the registration statements for each Trust and each Trust’s shares and all amendments thereto, reports to regulatory authorities and shareholders, prospectuses, proxy statements, and such other documents as may be necessary or convenient to enable the Trust to make a continuous offering of its shares; (c) Prepare, negotiate and administer contracts on behalf of each Trust with, among others, each Trust’s distributor, and custodian and transfer agent; (d) Supervise each Trust’s fund accounting agent in the maintenance of each Trust's general ledger and in the preparation of each Trust's financial statements, including oversight of expense accruals and payments and the determination of the net asset value of each Trust's assets and of each Trust’s shares, and of the declaration and payment of dividends and other distributions to shareholders; (e) Calculate performance data of each Trust for dissemination to information services covering the investment company industry; (f) Prepare and file each Trust's tax returns; (g) Examine and review the operations of each Trust's custodian and transfer agent; (h) Coordinate the layout and printing of publicly disseminated prospectuses and reports; (i) Prepare various shareholder reports; (j) Assist with the design, development and operation of new series of each Trust; (k) Coordinate shareholder meetings; (l) Provide general compliance services; and (m) Advise each Trust and its Trustees on matters concerning the Trust and its affairs. The foregoing, along with any additional services that EIS shall agree in writing to perform for each Trust hereunder, shall hereafter be referred to as "Administrative Services." Administrative Services shall not include any duties, functions, or services to be performed for each Trust by such Trust’s investment adviser, distributor, custodian or transfer agent pursuant to their agreements with such Trust.

  • Powers and Duties Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

  • Rights and Duties The Unitholders shall have the following rights, powers, privileges, duties and liabilities: (a) The Unitholders shall have the right to obtain from the Sponsor the reports and information as are set forth in Article X and the list of Authorized Purchasers contemplated by Section 4.5(a)(i). The foregoing rights are in addition to, and do not limit, other remedies available to Unitholders under U.S. federal or state law. (b) The Unitholders shall receive the share of the distributions provided for in this Trust Agreement in the manner and at the times provided for in this Trust Agreement. (c) Except for the Unitholders’ redemption rights set forth in Article VIII hereof, Unitholders of a Fund shall have the right to demand the return of their capital only upon the dissolution and winding up of the applicable Fund or the Trust and only to the extent of funds available therefore. In no event shall a Unitholder of a Fund be entitled to demand property other than cash unless the Sponsor, as determined in its sole discretion, has specified property for distribution to all Unitholders of such Fund, or the Trust, as applicable. No Unitholder of any Fund shall have priority over any other Unitholder of such Fund either as to the return of capital or as to profits, losses or distributions. No Unitholder of any Fund shall have the right to bring an action for partition against the Trust or a Fund. (d) Unitholders, voting together as a single class, or, if the proposed change affects only certain Funds, of each affected Fund voting separately as a class, may vote to (i) approve the items set forth in 4.9(a), (ii) remove the Sponsor and elect a successor Sponsor as set forth in Section 5.12(e), (iii) approve amendments to this Trust Agreement as set forth in Section 12.1, (iv) continue the Trust as provided in Section 14.1(a), (v) terminate the Trust as provided in Section 14.1(e), and (vi) in the event there is no Sponsor, elect the Liquidating Trustee as set forth in Section 14.2. Unless otherwise specified in the relevant section of this Trust Agreement or in federal law or regulations of rules on any exchange, any matter upon which the Unitholders vote shall be approved by the affirmative vote of Unitholders holding Units representing at least 66 2/3% of the outstanding Units of the Trust or the applicable Fund, as the case may be. Except as expressly provided in this Trust Agreement, the Unitholders shall have no voting or other rights with respect to the Trust or any Fund.

  • Responsibilities and Duties (a) As President and Chief Executive Officer, the Executive shall serve under the board of directors of the Bank and will perform all duties and will have all powers associated with these positions, as set forth in any job description provided to the Executive by the Bank or as may be set forth in the bylaws of the Bank. The Executive shall report directly to the board of directors of the Bank. (b) During the period of his employment hereunder, except for reasonable periods of absence occasioned by illness, reasonable vacation periods, and other reasonable leaves of absence approved by the board of directors of the Bank, the Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties directed by the board of directors. Notwithstanding the preceding sentence, subject to the approval of the board of directors, the Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case the service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any of its affiliates, or present any conflict of interest. Nothing in this Section 1.2 shall prevent the Executive from managing personal investments and affairs, provided that doing so also does not interfere with the proper performance of the Executive’s duties and responsibilities under this Agreement.

  • TERMS AND DUTIES (a) The period of Executive's employment under this Agreement shall be deemed to have commenced as of the date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date of this Agreement, and continuing on each anniversary thereafter, the disinterested members of the board of directors of the Bank ("Board") may extend the Agreement an additional year such that the remaining term of the Agreement shall be thirty-six (36) months unless the Executive elects not to extend the term of this Agreement by giving written notice in accordance with Section 8 of this Agreement. The Board will review the Agreement and Executive's performance annually for purposes of determining whether to extend the Agreement and the rationale and results thereof shall be included in the minutes of the Board's meeting. The Board shall give notice to the Executive as soon as possible after such review as to whether the Agreement is to be extended. (b) During the period of Executive's employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive shall devote substantially all his business time, attention, skill, and efforts to the faithful performance of his duties hereunder including activities and services related to the organization, operation and management of the Bank and participation in community and civic organizations; provided, however, that, with the approval of the Board, as evidenced by a resolution of such Board, from time to time, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, companies or organizations, which, in such Board's judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive's duties pursuant to this Agreement. (c) Notwithstanding anything herein to the contrary, Executive's employment with the Bank may be terminated by the Bank or the Executive during the term of this Agreement, subject to the terms and conditions of this Agreement.

  • Position and Duties (i) During the Employment Period, (A) the Executive's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than 35 miles from such location. (ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Company.

  • Term and Duties (a) The term of this Agreement and the period of Executive’s employment hereunder shall begin as of the Effective Date and shall continue for thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date following the Effective Date and continuing on each anniversary date thereafter (the “Anniversary Date”), this Agreement shall renew for an additional year such that the remaining term shall be thirty-six (36) months, provided, however, that in order for this Agreement to renew, the disinterested members of the Board of Directors of the Bank (the “Board”) must take the following actions within the time frames set forth below prior to each Anniversary Date: (i) at least sixty (60) days prior to the Anniversary Date, conduct a comprehensive performance evaluation and review of Executive for purposes of determining whether to extend this Agreement; and (ii) affirmatively approve the renewal or non-renewal of this Agreement, which such decision shall be included in the minutes of the Board’s meeting. If the decision of such disinterested members of the Board is not to renew this Agreement, then the Board shall provide Executive with a written notice of non-renewal (“Non-Renewal Notice”) at least thirty (30) days and not more than sixty (60) days prior to any Anniversary Date, such that this Agreement shall terminate at the end of thirty-six (36) months following such Anniversary Date. The failure of the disinterested members of the Board to take the actions set forth herein before any Anniversary Date will result in the automatic non-renewal of this Agreement, even if the Board fails to affirmatively issue the Non-Renewal Notice to Executive. If the Board fails to inform Executive of its determination regarding the renewal or non-renewal of this Agreement, the Executive may request, in writing, the results of the Board’s action (or non-action) and the Board shall, within thirty (30) days of the receipt of such request, provide a written response to Executive. Reference herein to the term of this Agreement shall refer to both such initial term and such extended terms. (b) Notwithstanding the foregoing, in the event that the Bank or the Company has entered into an agreement to effect a transaction which would be considered a Change in Control as defined under Section 5 hereof, then the term of this Agreement shall automatically be extended for thirty-six (36) months following the date on which the Change in Control occurs. (c) During the period of his employment hereunder, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence, Executive will devote all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and duties related to the Executive Position. Notwithstanding the preceding sentence, subject to the approval of the Board, Executive may serve as a member of the board of directors of business, community and charitable organizations, provided that in each case such service shall not materially interfere with the performance of his duties under this Agreement, adversely affect the reputation of the Bank or any other affiliates of the Bank, or present any conflict of interest. (d) Nothing in this Agreement shall mandate or prohibit a continuation of Executive’s employment following the expiration of the term of this Agreement.

  • Capacity and Duties (a) Executive shall serve hereunder initially as Executive Vice President, and thereafter during the term of this Agreement in such other or additional positions as may be assigned by the Board of Directors of the Employer and/or the Bank (collectively, the “Board”) or by the President and Chief Executive Officer of the Employer acting on behalf of the Board. Executive shall perform such duties and shall have such authority consistent with Executive’s position as may from time to time reasonably be specified by the Board or by the President and Chief Executive Officer acting on behalf of the Board. Executive shall report directly to the Chief Executive Officer of the Employer and shall perform Executive’s duties for the Employer principally at the Employer’s then current headquarters, or at such other locations as may be determined by the Board or by the President and Chief Executive Officer of the Employer acting on behalf of the Board, except for periodic travel that may be necessary or appropriate in connection with the performance of Executive’s duties hereunder. The terms and conditions of this Agreement have been reviewed and approved by the Board’s Executive Compensation Committee, and such Committee shall review the Agreement on a three-year cycle, or more frequently, to assess the continuing appropriateness of this Agreement in light of the then-current needs of the Employer. No change in duties of Executive shall in any way diminish the Base Salary payable to him or her pursuant to the provisions of Section 3 herein. (b) Executive shall devote Executive’s full working time, energy, skill and best efforts to the performance of Executive’s duties hereunder, in a manner that will faithfully and diligently further the business and interests of the Employer, and shall not be employed by or participate or engage in or be a part of in any manner the management or operation of any business enterprise other than the Employer, (including, without limitation, participation by Executive on any unaffiliated profit or non-profit board of directors) except: (i) upon the prior written notice to and consent of Executive Committee of the Board or the Chief Executive Officer, or (ii) solely as an investor in real or personal property, the management of which shall not detract from the performance of his duties hereunder; provided, however, that the engagement by Executive in any such business activity shall at all times be in conformity with the Employer’s Code of Ethics, as the same may be amended or supplemented from time to time. Notwithstanding anything herein to the contrary, Executive shall terminate any such activity upon thirty (30) days’ written request by the Employer.

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