Standard of Performance; Liability Sample Clauses

Standard of Performance; Liability. From and after the Closing Date, GABC shall be liable for the GABC Obligations. GABC shall be liable for and shall defend at its own expense actions on account of any act, error, or omission of GABC. XXXX agrees to administer all claims on the GABC Obligations and to service and otherwise handle the GABC Obligations in accordance with the terms and conditions of the Contracts, the Restructuring Plan, and applicable state laws and regulations.
Sample 1
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Standard of Performance; Liability. Concurrently with the Effective Date of this Agreement, Reinsurer and Universal have entered into an "Administrative Services Agreement," a copy of which is incorporated herein by reference thereto ("Administrative Services Agreement"). As, when, and to the extent set forth in the Administrative Services Agreement, Reinsurer shall be liable for and shall defend at its own expense, actions on account of any actions, inactions, errors, or omissions of Reinsurer. Reinsurer shall not be liable for any claims or Policy benefits that arise or become payable by virtue of a death or other event occurring before the Effective Date. Reinsurer shall not be liable for any actions, inactions, errors, or omissions made by Universal and/or any of its respective employees, agents, and representatives in the solicitation, sale, servicing, renewal, or processing of any claim under the Policies or in communications with insureds, beneficiaries, or any other third party with respect to the Policies or on account of any event or fact occurring prior to the Effective Date. In addition, as, when, and to the extent set forth in the Administrative Services Agreement, Reinsurer shall handle and pay the claims in its ordinary course of business that were incurred prior to the Effective Date but reported to Reinsurer or Company on or after the Effective Date, such payments to be made out of and to the extent of the IBNR Claim Reserve Fund transferred to Reinsurer pursuant to Section 10.5 below.
Sample 1
Standard of Performance; Liability. Concurrently with the Effective Date of this Agreement, Reinsurer and the Company have entered into a "Policy Administration and Data Processing Services 3 Agreement," attached hereto as Exhibit 3.1 ("Administration Agreement.") Beginning on the Effective Date, Reinsurer shall be liable for the payment of the Reinsurer's Portion of the Policy Obligations. Except for payments of claims relating to IBNR claims as set forth in Section 4.1, Reinsurer shall not be liable for any claims or Policy benefits that arise or become payable by virtue of a death or other event occurring before the Effective Date. Reinsurer shall not be liable for any actions, inactions, errors, or omissions made by World Service, and any of its respective employees, agents, and representatives in the solicitation, sale, servicing, renewal, or processing of any claim under the Policies or in communications with insureds, beneficiaries, or any other third party with respect to the Policies or otherwise.
Sample 1
Standard of Performance; Liability. As set forth below, the Company shall continue to provide administrative services relating to the Policies. The Company, and not the Reinsurer, shall be liable for any claims or Policy benefits that arise or become payable by virtue of any claim or other event occurring on or before the Effective Date. The Company, and not the Reinsurer, shall be liable for any actions, inactions, errors, or omissions made by the Company and/or any of its respective employees, agents, and representatives in the solicitation, sale, servicing, renewal, or processing of any claim under the Policies or in communications with insureds, beneficiaries, or any other third party with respect to the Policies or on account of any event or fact occurring on, before, or after the Effective Date. The Company shall handle and pay the claims in its ordinary course of business that were incurred on or before the Effective Date but reported to the Reinsurer or the Company after the Effective Date, such payments to be made out of and to the extent of the Claim Reserves transferred to the Reinsurer pursuant to Section 10.5 below.
Sample 1
Standard of Performance; Liability. Reinsurer covenants and agrees to administer all claims on the Transferred Policies and to service and otherwise handle the Transferred Policies in accordance with applicable state laws and regulations, beginning on the Effective Date. Beginning on the Effective Date, Reinsurer shall be liable for the payment of the Reinsured Policy Obligations. Reinsurer shall be liable for and shall defend at its own expense actions on account of any act, error, or omission of Reinsurer occurring on or after the Effective Date. Except for its liabilities as stated in the Coinsurance Agreement, Reinsurer shall not be liable for any claims or Policy benefits that arise or become payable by virtue of a death or other event occurring before the Effective Date. Except for its liabilities as stated in the Administrative Services Agreement, Reinsurer shall not be liable for any actions, inactions, errors, or omissions made by World Service, and any of its respective employees, agents, and representatives in the solicitation, sale, servicing, renewal, or processing of any claim under the Transferred Policies or in communications with insureds, beneficiaries, or any other third party with respect to the Transferred Policies or on account of any event or fact occurring prior to the Effective Date. In addition, Reinsurer shall handle and pay the claims in its ordinary course of business that were incurred prior to the Effective Date but reported to Reinsurer on or after the Effective Date, such payments to be made out of and to the extent of the IBNR Claim Reserve Fund transferred to Reinsurer pursuant to Section 11.5 below.
Sample 1

Related to Standard of Performance; Liability

  • Standard of Performance Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.

  • Standards of Performance Provider must perform all Services required of it under this Agreement with that degree of skill, care, and diligence normally shown by a Provider performing services of a scope, purpose, and magnitude comparable with the nature of the Services to be provided under this Agreement. Provider acknowledges that, if in the course of providing Services hereunder, it is entrusted with or has access to valuable and confidential information and records of the Board, Provider agrees to be held to the standard of care of a fiduciary with respect to that information. Any review, approval, acceptance of Services or deliverables, or payment by the Board for any Services does not relieve Provider of its responsibility for the professional skill and care and technical accuracy of its Services and deliverables. This provision in no way limits the Board’s rights against Provider under this Agreement, at law or in equity. When and where applicable, all members of Provider’s staff must hold and maintain throughout the Term and any Renewal Term, valid certificates and/or licenses from the State of Illinois or such other relevant jurisdiction that authorize those individuals to perform the Services. Provider agrees to promptly furnish a copy of the license(s) of any and all direct service providers to the Board on request. Throughout the Term and any Renewal Term, Provider must maintain and use sufficient staff to assure the effective and efficient operation of its programs. Provider must cause its staff to devote such time, attention, skill, knowledge, and professional ability as necessary to effectively and efficiently fulfill Provider’s obligations under this Agreement.

  • Excuse of Performance Seller shall not be liable for delays in performance or for non-performance due to failure or interruption of computer or telecommunication systems, acts of God, war, riot, fire, terrorism, labor trouble, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or causes beyond Seller's reasonable control. In the event of such delay, the time for performance or delivery shall be extended by a period of time reasonably necessary to overcome the effect of the delay.

  • Standard and Manner of Performance Contractor shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Contractor’s industry, trade, or profession. Not Exclusive. Contractor is not guaranteed any work except as expressly stated herein, and this Agreement does not create an exclusive contract for the Work.

  • Review of Performance The Board of Directors shall periodically review and evaluate the performance of Employee under this Employment Agreement with Employee.

  • Impossibility of Performance The credit union will not be liable for failure to comply with the terms of a wire transfer agreement caused by legal constraint interruption or failure of transmission and/or communications facilities, war, emergency, labor dispute, act of nature, or other circumstances beyond the control of the credit union.

  • Continuity of Performance In the event of a dispute between the Party and the State, each party will continue to perform its obligations under this Agreement during the resolution of the dispute until this Agreement is terminated in accordance with its terms.

  • Limitations of Performance The Custodian shall not be responsible under this Agreement for any failure to perform its duties, and shall not be liable hereunder for any loss or damage in association with such failure to perform, for or in consequence of the following causes:

  • Assurance of Performance If at any time the COUNTY has good objective cause to believe CONTRACTOR may not be adequately performing its obligations under this Agreement or that CONTRACTOR may fail to complete the Services as required by this Agreement, COUNTY may request from CONTRACTOR prompt written assurances of performance and a written plan acceptable to COUNTY, to correct the observed deficiencies in CONTRACTOR’s performance. CONTRACTOR shall provide such written assurances and written plan within thirty (30) calendar days of its receipt of COUNTY’s request and shall thereafter diligently commence and fully perform such written plan. CONTRACTOR acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

  • Suspension of Performance Notwithstanding any other provision hereof, if an Event of Default or a Potential Event of Default has occurred and is continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, has the right (i) to suspend performance under any or all Transactions and (ii) to the extent an Event of Default has occurred and is continuing, to exercise any remedy available at law or in equity, except as limited be Section 5.7.

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