Underlying Intermediaries Sample Clauses

Underlying Intermediaries. (a) The Intermediary represents and warrants that it has entered into an agreement with each Underlying Intermediary, if any, or shall enter into such an agreement before making the VVIF Portfolios available to an Underlying Intermediary, which agreements shall require the Underlying Intermediaries to agree to comply with Vanguard’s requirements regarding Large Transactions, Closed Funds, Multiple Share Classes, and tax compliance and reporting, as set forth in Section 11 above, and which, with respect to any Designated UIs, shall additionally require such Designated UIs to: (i) accept Instructions from Policy owners only until Market Close; (ii) transmit such Orders to the Intermediary as soon as practicable after receipt thereof; (iii) maintain records sufficient to document the date and time of receipt of each such Order; and (iv) enable the Intermediary to make its representations and warranties and comply with its obligations in Section 9(b)(xi) with respect to the Designated UI Internal Control Procedures. The Intermediary represents and warrants that it has in place arrangements reasonably designed to ensure the Underlying Intermediaries’ compliance with the aforementioned agreements and requirements and will act in accordance with those arrangements. (b) The parties acknowledge that the Intermediary’s obligations hereunder relating to the receipt of Orders (and Instructions corresponding to Orders) from Separate Accounts and Policy owners and the maintenance of records concerning the date and time of such receipt, the performance of recordkeeping services for a Separate Account or Policy, or to any other requirements deriving from Section 11 above, may be delegated to or performed by, or may otherwise involve, certain Underlying Intermediaries, whether or not the involvement of Underlying Intermediaries is explicitly referenced in the applicable provisions of this Agreement. In any such case, such Underlying Intermediaries shall be bound by the applicable terms and conditions of this Agreement applicable to the Intermediary with respect to such obligations, and any failure by such Underlying Intermediary to comply with the terms of this Agreement with respect to such obligations shall constitute a breach of this Agreement by the Intermediary. The Intermediary shall be liable for such Underlying Intermediaries’ compliance with the terms of this Agreement to the same extent as if the Intermediary itself had acted or failed to act instead of the Under...
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Related to Underlying Intermediaries

  • Intermediaries a. Subject to Clause 15 if either party uses the services of an intermediary to transmit, log, store or process Messages, that party shall be responsible for any acts, failures or omissions by that intermediary in its provision of the said services as though they were his own acts, failures or omissions. The Authority shall be liable as between the Authority and the Contractor for any acts, failures or omissions of DECS in its provision of the services of an intermediary as though they were the acts, failures or omissions of the Authority. b. Any party using an intermediary shall ensure that it is a contractual responsibility of the intermediary that no change in the substantive data content of the Messages to be transmitted is made and that such Messages are not disclosed to any unauthorised person.

  • Controls Each party will maintain commercially reasonable administrative, technical, and physical controls designed to protect data in its possession or under its control from unauthorised access, accidental loss and unauthorised modification. You are responsible for implementing administrative, technical, and physical controls that are appropriate for your business.

  • Varying Interests All items of income, gain, loss, deduction or credit shall be allocated, and all distributions shall be made, to the Persons shown on the records of the Company to have been Members as of the last calendar day of the period for which the allocation or distribution is to be made. Notwithstanding the foregoing, if during any taxable year there is a change in any Member's Sharing Ratio, the Members agree that their allocable shares of such items for the taxable year shall be determined on any method determined by the Management Committee to be permissible under Code Section 706 and the related Treasury Regulations to take account of the Members' varying Sharing Ratios.

  • Calculating Interest Assume that you have a single interest rate of 15.99%, your ADB is $2,250 and there are 30 days in the billing period.

  • Directly or Indirectly Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

  • Security Controls Annually, upon Fund’s reasonable request, DST shall provide Fund’s Chief Information Security Officer or his or her designee with a summary of its corporate information security policy and an opportunity to discuss DST’s information security measures, and a high level and non-confidential summary of any penetration testing related to the provision of in-scope services . DST shall review its Security Policy annually.

  • Compensating Interest The Servicer shall remit to the Trustee on each Remittance Date an amount from its own funds equal to the Compensating Interest payable by the Servicer for the related Distribution Date.

  • Technical Security Controls 35 a. Workstation/Laptop encryption. All workstations and laptops that store PHI COUNTY 36 discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of 37 COUNTY either directly or temporarily must be encrypted using a FIPS 140-2 certified algorithm which 1 is 128bit or higher, such as AES. The encryption solution must be full disk unless approved by the 2 COUNTY.

  • Indenture Controls If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control.

  • No Contractual Relationship Between Subservicer and Trustee or Certificateholders Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Master Servicer alone and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 3.06. The foregoing provision shall not in any way limit a Subservicer's obligation to cure an omission or defect or to repurchase a Mortgage Loan as referred to in Section 2.02 hereof.

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