SUBSCRIBER’S DUTIES Sample Clauses

SUBSCRIBER’S DUTIES. You will instruct all other persons who may use the SkyAngelFriends System and Services on their proper use, including any User if different than you. Upon activation of the SkyAngelFriends System, you or the user will test the System and send test signals on a monthly basis. If the Receiver does not respond to the test signal, you should call the Receiver and confirm the status of the test. You will use the SkyAngelFriends website to provide your response information, and will use the SkyAngelFriends website to notify us of any changes in your account. You agree that we may disclose the information you post to the SkyAngelFriends website to any governmental agency having jurisdiction over the use and operation of the System You acknowledge and agree that all monitoring software, computer codes and monitoring information remain SkyAngelFriends the Center’s or our sole and exclusive property as the case may be. You appoint us as your agent to communicate with the SkyAngelFriends and the Center. You agree that you will, at your sole expense, obtain and keep in effect during the entire term of this Agreement, all licenses and similar governmental requirements that may be required for the installation, operation and use of the SkyAngelFriends Devices and Services.
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SUBSCRIBER’S DUTIES. You will instruct all other persons who may use the System on its proper testing and use. You will test the alarm system's protective devices and send test signals to the Center in accordance with our instructions at least monthly. If the security alarm system includes space protection (e.g., infrared, photo beams or other such detectors) you will turn off, control, relocate or remove all things such as air conditioning systems, inventory, furniture, heaters, and other such devices that might interfere with such devices when they are turned on. If a problem in the System occurs you will notify us. You will complete and give us an emergency information form which will include the name, telephone number and relationship of each person we may call in the event we believe there is an emergency at your premises, and other information we may require. In the case of a fire alarm or sprinkler system, you will notify us in writing of any change in your fire rating bureau or agency. You will notify Xxxxxxx in writing of any changes in the information set forth on the Emergency Notification List. You agree that we may disclose the information regarding your system and on the Emergency Notification List to any governmental agency having jurisdiction over the use and operation of the System, without notice to you. You are solely responsible for (i) issuing and controlling access control cards and (ii) providing and maintaining video for CCTV systems and we do not provide film developing or video editing services. 3 OF 5 Pages 3B5B4214B4EA Xxxxxxx Subscriber 5EF869BAA3C
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SUBSCRIBER’S DUTIES. In addition to Subscriber’s duty to indemnify, defend, and hold Xxxxxxx Controls Fire Protection harmless as provided above: (a) Subscriber shall carefully and properly test and set the system immediately prior to the securing of the premises and carefully test the system in a manner prescribed by Xxxxxxx Controls Fire Protection during the term of this Agreement. Subscriber shall be solely responsible for testing the System for accurate date handling capabilities, and for maintaining such capabilities. Subscriber agrees that it is responsible for any losses or damages due to malfunction, miscommunication, or failure of Subscriber’s system to accurately handle, process, or communicate date data. If any defect in operation of the System develops, or in the event of a power failure, interruption of telephone service, or other interruption at Subscriber’s premises of signal or data transmission through any media, Subscriber shall notify Xxxxxxx Controls Fire Protection immediately. If space/interior protection (i.e., ultrasonic, microwave, infrared, etc.) is part of the System, Subscriber shall walk test the system in the manner recommended by Xxxxxxx Controls Fire Protection. (b) When any device or protection is used, including, but not limited to, space protection, which may be affected by turbulence of air, occupied airspace change or other disturbance, forced air heaters, air conditioners, horns, bells, animals and any other source of air turbulence or movement which may interfere with the effectiveness of the System during closed periods while the alarm system is on, Subscriber shall notify Xxxxxxx Controls Fire Protection. (c) Subscriber shall notify Xxxxxxx Controls Fire Protection regarding any remodeling or other changes to the protected premises that may affect operation of the System.
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SUBSCRIBER’S DUTIES. In addition to Subscriber’s duty to indemnify, defend, and hold BPAS, its officers, employees, agents, subcontractors, suppliers, or representatives harmless as provided above: (a) Subscriber shall cooperate with BPAS in the installation, operation, and maintenance of the system and agrees to follow all instructions and procedures which may be prescribed for the operation of the System, the rendering of services and the provision of monitoring for the premises.
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SUBSCRIBER’S DUTIES. You will instruct all other persons who may use the System on its proper testing and use. You will test the alarm System’s protective devices and send test signals to the Center in accordance with our instructions at least monthly. If the System includes space protection you will turn off, control, relocate or remove all things such as HVAC systems, furniture, pets, and other such items that might interfere with such devices when they are turned on. If a problem in the System occurs you will notify us. You will complete and give us a Customer Information form that will include the name, telephone number and relationship of each person we or the Center may call in the event it is believed there is an emergency at your premises and other information we or the Center may require. You will notify us in writing of any changes in the information you provide on the Customer Information form.
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SUBSCRIBER’S DUTIES. You will instruct all other persons who may use the Services on their proper use, including any User if different than you. Upon activation of the Service, you or the user will test the Service and make test calls to the Emergency Contacts on a monthly basis. If the Emergency Contacts does not respond to the test call, you should call the Emergency Contacts and confirm the status of the test. You will use the ATS website to provide your response information, and will use the ATS website to notify us of any changes in the persons or telephone numbers of your emergency contact information. You agree that we may disclose the information you post to the ATS website to any governmental agency having jurisdiction over the use and operation of the System.
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SUBSCRIBER’S DUTIES. Subscriber agrees to use its System each and every time there will not be a person at Subscriber’s premises to inspect for or discover the condition the System is designed to warn or protect against. Before setting the System for use, Subscriber agrees it will test the System to see if it is in proper working order. Subscriber has the obligation of telling Granite when the System is not working. Subscriber will obtain and keep in effect all permits and licenses that may be required for the installation, operation and/or monitoring of the System. Subscriber agrees to respond to, and provide Granite notice of, any emergency response notifications. Subscriber is solely responsible for notifying Granite of any changes in the persons or contact information on Subscriber’s emergency call list, and providing and updating all information regarding the System as necessary for Granite to perform the monitoring services. Subscriber understands that Granite must know and have on record basic information about the System and a written list of names and telephone numbers of those persons for whom Subscriber wishes to receive notification of alarm signals, and that Granite, in performing its obligations under this Agreement, will rely on such information provided by Subscriber. Subscriber designates Granite as its exclusive agent to convey information to or otherwise deal with the monitoring station or any other subcontractor hereunder. Subscriber shall at all times maintain a policy of public liability, property damage, burglary and theft, fire, water damage and loss of property insurance. The minimum liability insurance shall be one million dollars ($1,000,000) for any injury or death, and property damage and loss, burglary and theft, and fire and water damage coverage in an amount necessary to indemnify Subscriber for property (whether owned by Subscriber or other parties) on its premises. In no event shall Granite be responsible for any portion of any loss or damage that is recovered or recoverable by Subscriber from insurance covering such loss or damage or for such loss or damage against which Subscriber is indemnified or insured.
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SUBSCRIBER’S DUTIES. Subscriber must complete and return the attached Snapfinger Sign Up Sheet indicating the services Subscriber has elected to receive. Subscriber shall provide the following: all requested information, items, databases, logos, artwork, menus, pricing, and other content necessary to allow Snapfinger to implement such requested services; and as applicable the POS Systems, software, hardware, internet and network connectivity, fax machines, email systems, and printers specified by Snapfinger, in order to enable Subscriber to receive remote orders via the method chosen by Subscriber, including payment of any license fee or charge by Subscriber’s POS System vendor to allow Snapfinger to integrate with or connect to Subscriber’s POS System. Subscriber is responsible for all information, content, marks, copy, and logos provided by Subscriber to Snapfinger under this Agreement, including compliance of such material with all laws and third party intellectual property rights. Snapfinger may remove any content which it determines in its sole discretion to be illegal, unethical or immoral.
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SUBSCRIBER’S DUTIES 
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Related to SUBSCRIBER’S DUTIES

  • Seller’s Duties Seller agrees to make a reasonable effort to accommodate the Broker, including, but not limited to, open houses, showings, Buyer appointments, inspections, testing, and any other requests regarding the use of the Property. When receiving offers, the Seller agrees, in good faith, to consider all proposals, letters, or similar contracts presented by the Broker. Seller shall be the only party responsible for determining the Purchase Price or any price for the sale of the Property.

  • Subadvisers Duties The Subadviser shall formulate and implement a continuous investment program for each Fund, including the purchase, retention and disposition of investments therefor, in accordance with the Fund’s investment objective and policies as stated in the Trust’s Registration Statement. The Subadviser’s duties hereunder are subject to the following understandings with respect to each Fund: (a) Subject to the supervision and control of the Adviser, the Subadviser shall furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Subadviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust’s Declaration of Trust, Bylaws, policies and procedures and Registration Statement, in each case as may be amended or updated from time to time, and with the instructions and directions of the Adviser, provided, however, that the Subadviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Subadviser; and the Subadviser shall conform to and comply with the applicable requirements of the 1940 Act, the Advisers Act and all other applicable federal or state laws, rules and regulations; (c) The Subadviser shall promptly communicate to the Adviser such information relating to Fund transactions as the Adviser may reasonably request. On occasions when the Subadviser deems the purchase or sale of an investment to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may aggregate the investments to be sold or purchased, provided that in the opinion of the Subadviser, all accounts are treated equitably and fairly. In such event, allocation of the investments so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients; (d) The Subadviser shall maintain books and records with respect to the Fund’s investment transactions and shall render to the Adviser such periodic and special reports as the Adviser may reasonably request; (e) The Subadviser shall provide the Adviser with a list of all investment transactions as reasonably requested by the Adviser; (f) The investment advisory services of the Subadviser with respect to the Fund under this Agreement are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others.

  • Sub-Adviser's Duties Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations of each Fund and the composition of the portfolio of securities and investments (including cash) belonging to each Fund, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for each Fund and determine from time to time what investments or securities will be purchased, retained or sold by each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust's Declaration of Trust, its By-Laws and its Prospectus and with the instructions and directions of the Trust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by each Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions of each Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may request; and (f) The Sub-Adviser shall provide the Trust's custodian with such information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian.

  • THE COMPANY'S DUTIES Subject to the supervision and control of the Investment Company's Board of Trustees or Directors ("Board"), the Company will assist the Investment Company with regard to fund accounting for the Investment Company, and/or the Funds, and/or the Classes, and in connection therewith undertakes to perform the following specific services; A. Value the assets of the Funds using: primarily, market quotations, including the use of matrix pricing, supplied by the independent pricing services selected by the Company in consultation with the adviser, or sources selected by the adviser, and reviewed by the board; secondarily, if a designated pricing service does not provide a price for a security which the Company believes should be available by market quotation, the Company may obtain a price by calling brokers designated by the investment adviser of the fund holding the security, or if the adviser does not supply the names of such brokers, the Company will attempt on its own to find brokers to price those securities; thirdly, for securities for which no market price is available, the Pricing Committee of the Board will determine a fair value in good faith. Consistent with Rule 2a-4 of the 40 Act, estimates may be used where necessary or appropriate. The Company's obligations with regard to the prices received from outside pricing services and designated brokers or other outside sources, is to exercise reasonable care in the supervision of the pricing agent. The Company is not the guarantor of the securities prices received from such agents and the Company is not liable to the Fund for potential errors in valuing a Fund's assets or calculating the net asset value per share of such Fund or Class when the calculations are based upon such prices. All of the above sources of prices used as described are deemed by the Company to be authorized sources of security prices. The Company provides daily to the adviser the securities prices used in calculating the net asset value of the fund, for its use in preparing exception reports for those prices on which the adviser has comment. Further, upon receipt of the exception reports generated by the adviser, the Company diligently pursues communication regarding exception reports with the designated pricing agents; B. Determine the net asset value per share of each Fund and/or Class, at the time and in the manner from time to time determined by the Board and as set forth in the Prospectus and Statement of Additional Information ("Prospectus") of each Fund; C. Calculate the net income of each of the Funds, if any; D. Calculate realized capital gains or losses of each of the Funds resulting from sale or disposition of assets, if any; E. Maintain the general ledger and other accounts, books and financial records of the Investment Company, including for each Fund, and/or Class, as required under Section 31(a) of the 1940 Act and the Rules thereunder in connection with the services provided by the Company; F. Preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records to be maintained by Rule 31a-1 under the 1940 Act in connection with the services provided by the Company. The Company further agrees that all such records it maintains for the Investment Company are the property of the Investment Company and further agrees to surrender promptly to the Investment Company such records upon the Investment Company's request; G. At the request of the Investment Company, prepare various reports or other financial documents in accordance with generally accepted accounting principles as required by federal, state and other applicable laws and regulations; and H. Such other similar services as may be reasonably requested by the Investment Company. The foregoing, along with any additional services that the Company shall agree in writing to perform for the Investment Company under this Section One, shall hereafter be referred to as "Fund Accounting Services."

  • Rights, Duties and Responsibilities of Escrow Agent It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that: 5.1 The Escrow Agent shall notify the Issuer, on a daily basis, of the Escrow Amounts which have been deposited in the Bank Account and of the amounts, constituting the Fund, which have cleared the banking system and have been collected by the Escrow Agent. 5.2 The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of any agreement between the Issuer and third parties nor shall the Escrow Agent be responsible for the performance by the Issuer of its respective obligations under this Agreement. 5.3 The Escrow Agent shall not be required to accept from the Issuer any Subscription Information pertaining to prospective purchasers unless such Subscription Information is accompanied by checks, cash, or wire transfers meeting the requirements of Section 3.1, nor shall the Escrow Agent be required to keep records of any information with respect to payments deposited except as to the names, addresses and amounts of such payments; however, the Escrow Agent shall notify the Issuer promptly of any discrepancy between the amount set forth in any Subscription Information and the amount delivered to the Escrow Agent therewith. Such amount need not be accepted for deposit in the Escrow Account until such discrepancy has been resolved. 5.4 The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent, within a reasonable time, shall return to the Issuer any check received which is dishonored, together with Subscription Information, if any, which accompanied such check. 5.5 The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is given to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions or to execute any such certificate, instrument or other document. 5.6 If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Bank Account, the Escrow Amounts or the Fund which, in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, it shall be entitled to hold the Escrow Amounts, the Fund, or a portion thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit the Fund (and any other Escrow Amounts that thereafter become part of the Fund) with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent of the Fund with the Clerk of any such court, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder. 5.7 The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. 5.8 The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amounts, the Fund or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Fund or any part thereof.

  • Assignor's Duties It is expressly agreed, anything herein contained to the contrary notwithstanding, that each Assignor shall remain liable to perform all of the obligations, if any, assumed by it with respect to the Collateral and the Collateral Agent shall not have any obligations or liabilities with respect to any Collateral by reason of or arising out of this Agreement, nor shall the Collateral Agent be required or obligated in any manner to perform or fulfill any of the obligations of any Assignor under or with respect to any Collateral.

  • Company's Duties The Company shall diligently perform all duties incident to the origination, sale and servicing of the mortgage loans subject to this Agreement. In the performance of its servicing duties, the Company shall exercise the same degree of care it exercises when servicing mortgage loans for its own account, but in no event shall the Company exercise less care than a reasonable prudent servicer would exercise under similar circumstances. In addition, the Company shall comply with all of the provisions of the Guides and with all other requirements and instructions of Washington Mutual Mortgage. The Company shall perform such duties at its sole expense, except as otherwise expressly provided in the Guides.

  • Broker’s Duties Xxxxxx agrees to exercise all reasonable efforts while providing a fiduciary duty to act in the best interests of the Seller. Broker shall market the Property to the best of their abilities in order to achieve the highest sales price feasible for the Seller. Broker shall make all attempts to transfer the Property to a qualified Buyer and shall follow-up with every effort to ensure such result is to the benefit of the Seller.

  • Fas Duties As Administrator, and subject to the supervision and control of the Investment Company’s Board of Trustees/Directors (the “Board”), FAS will provide facilities, equipment, and personnel to perform or cause to be performed the following “Administrative Services” for operation of the business and affairs of the Investment Company and each of its Funds and any additional Administrative Services that FAS shall agree in writing to perform, or cause to be performed, for the Investment Company from time to time:

  • Escrow Agent's Duties (i) The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein, and as set forth in any additional written escrow instructions which the Escrow Agent may receive after the date of this Agreement which are signed by an officer of Parent and the Shareholder Representative, and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. (ii) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (iii) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. (iv) The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent. (v) In performing any duties under the Agreement, the Escrow Agent shall not be liable to any party for damages, losses, or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any such liability for (A) any act or failure to act made or omitted in good faith, or (B) any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative authority. In addition, the Escrow Agent may consult with the legal counsel in connection with Escrow Agent's duties under this Agreement and shall be fully protected in any act taken, suffered, or permitted by such Escrow Agent in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. (vi) If any controversy arises between the parties to this Agreement, or with any other party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and the Escrow Amount and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent's discretion, the Escrow Agent may be required, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for damage. Furthermore, the Escrow Agent may at its option, file an action of interpleader, in arbitration or otherwise, as the circumstances may require, requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and shares of Parent Common Stock held in escrow, except all cost, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement. (vii) The parties and their respective successors and assigns agree jointly and severally to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on the Escrow Agent or incurred by the Escrow Agent in connection with the performance of the Escrow Agent's duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter other than arising out of its gross negligence or willful misconduct. (viii) The Escrow Agent may resign at any time upon giving at least thirty (30) days written notice to the parties to this Agreement; provided, however, that no such resignation shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: the parties shall use their best efforts to agree on a successor escrow agent within thirty (30) days after receiving such notice. If Parent and the Shareholder Representative fail to agree upon a successor escrow agent within such time, the Escrow Agent shall have the right to appoint a successor escrow agent authorized to do business in the state of California. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, and duties of the predecessor Escrow Agent as if originally named as Escrow Agent. Thereafter, the Escrow Agent shall be discharged from any further duties and liability under this Agreement.

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