Seller's Responsibility Regarding Data Processing Sample Clauses

Seller's Responsibility Regarding Data Processing. Within four (4) weeks following the date of this Agreement, Seller shall provide Purchaser with applicable product functions maintained at the Branches and to be transferred to Purchaser hereunder (such Loan and Deposit Liability accounts and safety deposit business, if applicable, hereinafter called the "Accounts") and specifications relating to the data processing support required for the Accounts. No later than six (6) weeks after the date of this Agreement, Seller shall provide to Purchaser file formats relating to the Accounts. No later than eight (8) weeks after the date of this Agreement, Seller shall provide to Purchaser test tapes relating to the Accounts formatted as defined by the file formats previously delivered. The data files defined by the file formats shall be extracts of current master files as they exist on the Seller's system. The number of files to be produced by Seller shall be two (2) versions of test file tapes (frequency not to be less than two (2) week intervals) and one (1) version of the production/divestiture file tapes. As early as practicable after the Closing Date, Seller shall produce the production/ divestiture file tapes and a trial balance of records of account containing the pertinent data and descriptive information relating to the Accounts and provide such data and information to Purchaser provided, however, that such data and information shall not include either detailed transaction history or overdraft protection information. Except as otherwise provided above, Seller shall bear all normal and reasonable costs and expenses relating to the performance of its obligations pursuant to this paragraph. Seller shall have no responsibility for the difference, if any, between its methods of accrual of interest or other amounts payable with respect to Accounts and Purchaser's methods of accrual of interest and other amounts payable with respect to deposit, loan, and safety deposit accounts and business.
Sample 1
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Seller's Responsibility Regarding Data Processing. Not later than two (2) months prior to the Closing Date, Seller shall provide Purchaser with applicable product functions, file formats and the first set of test tapes related to the accounts that will be transferred to Purchaser hereunder. The test files defined by the file formats shall be extracts of current master files as they exist on the Seller's system. The number of files to be produced by Seller shall be two (2) versions of test files and one (1) version of the production/divestiture files. As early as practicable after the Closing Date, Seller shall produce the production/divestiture file tapes and a trial balance of records of account containing the pertinent data and descriptive information relating to the Accounts and provide such data and information to Purchaser provided, however, that such data and information shall not include either detailed transaction history or overdraft protection information. Except as otherwise provided above, Seller shall bear all normal and reasonable costs and expenses relating to the performance of its obligations pursuant to this paragraph. Seller warrants and represents that the information contained on such tapes is accurate and correct in all material respects as of the time given. Seller shall have no responsibility for the difference, if any, between its methods of accrual of interest or other amounts payable with respect to Accounts and Purchaser's methods of accrual of interest and other amounts payable with respect to deposit, loan, and safety deposit accounts and business.
Sample 1

Related to Seller's Responsibility Regarding Data Processing

  • Seller’s Responsibility If the Seller determines that the Interface Problem is primarily attributable to the design of a Warranted Part, the Seller shall, if so requested by the Buyer and pursuant to the terms and conditions of Clause 12.1, correct the design of such Warranted Part to the extent of the Seller’s obligation as defined in Clause 12.1.

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

  • 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.

  • Limitations of Sub-Adviser’s Responsibility Except as expressly set forth in this Agreement, the Sub-Adviser shall not be responsible for aspects of the Fund’s investment program other than the management of the Allocated Portion in accordance with the Strategy.

  • Owners Responsibilities Owner shall comply with the following provisions in a timely manner in accordance with the Project Schedule at no cost to Contractor:

  • Tax Responsibility The Fund shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of the Fund or any transactions related thereto. Subject to compliance by the Fund with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under applicable law in connection with the collection on behalf of the Fund pursuant to this Agreement of any dividend, interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Fund by the Custodian or otherwise, the Custodian may apply any credit balance in the Fund’s deposit account to the extent necessary to satisfy such Tax obligation. The Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Portfolio or the Fund, other than those Tax services as set out specifically in this Section 7. The Fund agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes” means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) the Fund.

  • 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.

  • Joint Responsibility If the Seller determines that the Interface Problem is attributable partially to the design of a Warranted Part and partially to the design of any Supplier Part, the Seller will, if so requested by the Buyer, seek a solution to the Interface Problem through cooperative efforts of the Seller and any Supplier involved. The Seller will promptly advise the Buyer of such corrective action as may be proposed by the Seller and any such Supplier. Such proposal will be consistent with any then existing obligations of the Seller hereunder and of any such Supplier towards the Buyer. Such corrective action, unless reasonably rejected by the Buyer, will constitute full satisfaction of any claim the Buyer may have against either the Seller or any such Supplier with respect to such Interface Problem.

  • Customer Responsibilities (a) The Customer agrees to (i) promptly notify the Bank of any change that the Customer wishes to make to Exhibit B, (ii) promptly notify the Bank if any information contained in the Customer Information Sheet becomes inaccurate or untrue and (iii) indemnify the Bank for any losses resulting from the Customer's failure to adhere to the provisions of Subsection (a) of this Section 11.

  • Contractor Responsibilities It shall be Tenant’s responsibility to cause each of Tenant’s contractors and subcontractors to:

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