Your Duties and Obligations Sample Clauses

Your Duties and Obligations. 11.1. You have entered this Agreement as a principal unless you have told us otherwise and you do not enter into this Agreement as trustee of any trust or settlement. 11.2. Anything which you must do under this Agreement must be done at your cost. 11.3. You must insure and keep insured the Equipment for its full replacement value at all times. 11.4. You must insure and keep insured the Equipment with public liability insurance in an amount of at least $10,000,000 at all times. Crystella may require a copy of your certificate of currency (COC) from time to time.
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Your Duties and Obligations. As you convert original checks into electronic images for transmission and deposit into your account, you must transmit all of the information from the front and back of the original check. You are responsible for all warranties or indemnifications for the Reconverting and Truncating Bank, as defined in the Check 21 Law. You also warrant that no depository bank, drawee, drawer, or endorser will be charged for a Substitute Check, original check, or other electronic representation for a check that has already been paid. If you create a Check Image for deposit into your account, you agree that:
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Your Duties and Obligations. Your receipt of the severance benefits described herein is conditioned upon your compliance with the covenants contained in Section 8 below.
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Your Duties and Obligations. 7.1 General Matters and Joint and Several Responsibility Commencing on the Effective Date, You will faithfully perform Your duties within the scope of the relationship created under this Agreement, to the best of Your knowledge, skill and judgment. All parties comprising Your Firm, are jointly and severally responsible and liable to SAGE LIFE and the DISTRIBUTOR for the faithful performance of all obligations or duties, except those duties and obligations which may be performed only by Your Broker-Dealer or Your Agency, as applicable, as to which Your Broker-Dealer or Your Agency, as applicable, shall be responsible and liable to SAGE LIFE and the DISTRIBUTOR.
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Your Duties and Obligations. As you image Eligible Items into electronic files for transmission and deposit into your Account, you warrant and represent with respect to each imaged Eligible Item that: ·  The image accurately represents all of the information on the front and back of the Eligible Item and that all such information is legible, genuine, accurate and without any alteration of the image;  You will not cause the payer to receive a debit, presentment, return of, or otherwise be charged for, the Eligible Item or a paper or electronic representation of the Eligible Item, such that the payer will be asked to make a payment based on the Eligible Item that has already been paid (You will be liable for Eligible Items that are presented more than once.);  The image represents an Eligible Item properly payable to you, with the necessary endorsement for deposit into your Account with the Bank;  You will maintain physical security of the Eligible Items that you have deposited using the Service for a period of at least 60 days after deposit. You will immediately notify the Bank in the event of any unauthorized access to such Eligible Items and you will destroy all Eligible Items in a safe and reasonable manner in accordance with the time frame set forth above in this paragraph;  You will provide the Eligible Items to us, at our request, as we reserve the right to view the Eligible Items for any reason. (If we request to view an Eligible Item, then you must provide the Eligible Item to us within five (5) business days, at your expense. If you do not provide the Eligible Item, then the deposit of the Eligible Item will be reversed from your Account.) Use of the Service does not relieve you of your duty to maintain records, review statements, verify transactions, and, if necessary, to notify the Bank of any issues arising from your use of the Service or otherwise.
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Your Duties and Obligations. 9.1. You must give us any information we ask for about your financial position or the goods. 9.2. You must advise us of any change in your GST registration details. 9.3. Anything you must do under this agreement, must be at your cost. 9.4. You must ensure that: (a) you perform and do not repudiate your obligations under this agreement; and (b) you do not become bankrupt, insolvent within the terms of the Insolvency Act 1967 or Companies Act 1993, in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration, wound up or subject to any arrangement, assignment or composition or protected from any creditors under any statute; and (c) any other person who provides a guarantee or security in respect of your obligations to us performs and does not repudiate its obligations under that guarantee or security; and (d) you pay on time any amount due under any other agreement you have with us or a company that is related to us in terms of section 2(3) of the Companies Act 1993; and (e) all information and any representation or warranty given by you to us in connection with this agreement and any guarantee or security is true and correct; and (f) you do not change your name without obtaining our prior written consent at least 14 days before the change takes effect; and (g) your details and any person acting on your behalf given to us that appear in any financing statement relating to any security interest created by this agreement are complete and correct; and (h) you or any other person on your behalf does not make a financing change statement demand in respect of any financing statement relating to any security interest created by this agreement if there are no grounds for making such demand in accordance with section 162 of the PPSA.
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Your Duties and Obligations. As an Authorized Selling Firm, You undertake to perform the following duties and obligations.
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Your Duties and Obligations. You may act individually and directly as a Representative for us, taking and soliciting membership enrollments for us with prospective members, so long as you are able and appointed to do so. This Agreement is your personal undertaking, and you may not transfer or assign any of your obligations or rights under this Agreement without our express written consent. We reserve the right to limit or otherwise change your authority and function under this Agreement within our sole discretion. When you act as a Representative of any kind for us, you shall use your best efforts to promote our business. You are hereby authorized to conduct the following activities on our behalf, and shall have the following duties and obligations: a. You shall send to us, within five (5) business days of their execution by an applicant, all applications and/or telephone recordings for membership enrollment taken by you. You shall take actions necessary to ensure that all applications for enrollment taken by you are completed in the presence of the applicant unless otherwise authorized by us in writing, or with our approved recording process for the Telesales Division. b. You shall conduct all activities in compliance with the applicable laws governing such transactions. Further, you shall assist us in maintaining and promoting our relationships with our Members and Clients. Additionally, we expect you to keep with generally accepted business standards of conduct. We reserve the right to only allow Representatives that meet this standard of integrity to represent us. c. You shall maintain accurate records and documentation regarding any “Leads” (i.e., names of our Members or Prospective Members) that you receive from us or any other source. You acknowledge and agree that such Leads are to be used for the purpose of enrolling that person in a Legacy Assurance Membership and that such records and documentation are our property and shall be provided to us or made available for our review and inspection at any time upon our request. d. You shall send us immediately, within three (3) business days, any notice of inquiry (by any regulating department), claim, lawsuit, or other legal document or action naming us as a party that you receive. You shall cooperate with us during any investigation of claims and in litigation. You will continue to cooperate after this Agreement terminates. e. You shall submit to us for prior approval, all advertising or other materials you intend to distribute, d...
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Your Duties and Obligations. To use the rental equipment in accordance with its intended use.
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Related to Your Duties and Obligations

  • Duties and Obligations The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

  • Duties and Obligations of Employee The Employee shall serve as the Chief Credit Officer of the Employer and shall perform the customary duties of such office in the commercial banking industry, including those listed below. Employee shall also perform such other duties and in such other positions as are requested of him by the Employer. (a) Providing leadership in planning and implementing the conduct of the business and affairs of the Employer, subject to the direction of the Chief Executive Officer of the Employer, and carrying out responsibilities of the position as outlined in any job description approved by the Chief Executive Officer. (b) Participating in community affairs which are beneficial to the Employer. (c) Maintaining a good relationship with the Board of Director, the Chief Executive Officer, the management officers and the shareholders of the Employer. (d) Maintaining a good relationship with regulatory agencies and governmental authorities having jurisdiction over the Employer and its related and affiliated entities.

  • Liabilities and Obligations 33 6.8 Conformity with Law; Litigation.................................33 6.9 No Violations...................................................33 6.10

  • Survival of Rights, Duties and Obligations Termination of this Agreement for any cause shall not release a Party from any liability which at the time of termination has already accrued to such Party or which thereafter may accrue in respect of any act or omission prior to such termination.

  • Duties and Obligations of Administrative Agent The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto.

  • Assumption of Liabilities and Obligations (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of BEA (collectively, the "BEA Assumed Obligations"): (i) all of the obligations and liabilities of BEA under the BEA Assumable Agreements, and (ii) all obligations and liabilities of BEA with respect to the ownership and operation of the BEA Assets and the conduct of the BEA Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the BEA Nonassumed Obligations. (b) ATS shall not assume or become obligated to perform any debt, liability or obligation of BEA relating to any of the following matters (collectively, the "BEA Nonassumed Obligations"): (i) the ownership or operation of the BEA Assets or the conduct of the BEA Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of BEA (including without limitation any obligation to any BEA Employee for severance benefits, vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing on the Closing Date: products liability, Legal Actions or other Claims, and obligations and liabilities relating to Environmental Law; (ii) any obligations or liabilities under the BEA Assumable Agreements relating to the period prior to the Closing; (iii) any insurance policies of BEA; (iv) those required to be disclosed in the BEA Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the BEA Disclosure Schedule indicates that such obligation or liability will not be assumed; (v) any liability or obligation from or relating to breach of any warranty or any misrepresentation by BEA under this Agreement or any Collateral Document; (vi) any liability or obligation from or relating to breach or violation of, or failure to perform, any of BEA's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 5 of this Agreement; (vii) any obligation or liability relating to any asset of BEA not included in the BEA Assets. (viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (ix) any Taxes, fees, expenses or other amounts required to be paid by BEA pursuant to the provisions of this Agreement or any Collateral Document; and (x) any Contract with any Affiliate of BEA, other than those, if any, set forth in Section 2(b)(x) of the BEA Disclosure Schedule. All BEA Nonassumed Obligations shall remain and be the obligations and liabilities solely of BEA. (c) Notwithstanding anything contained in this Agreement to the contrary, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, all items of income and expense (including without limitation with respect to rent, utility charges, Pro Ratable Taxes and wages, salaries and accrued but unused vacation of BEA employees) arising from the ownership or operation of the BEA Assets or the conduct of the BEA Business shall be prorated as of 12:01 a.m., Eastern time, on the Closing Date, with BEA entitled to and responsible for any such items on or prior to the Closing Date and ATS entitled to and responsible for any such items relating to any subsequent period. For these purposes, Pro Ratable Taxes attributable to a period that begins before and ends after the Closing Date shall be treated on a "closing of the books" basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Pro Ratable Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis. If either party shall have received any such revenues or paid any such expenses or charges which, pursuant to the terms hereof, the other party is entitled to or responsible for, it shall furnish the other party with a detailed statement of any such items as soon as practicable after receipt or payment thereof. The parties shall use their best efforts to agree upon such items and other adjustments prior to the Closing Date and, in any event, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, within sixty (60) days thereafter. If the parties are unable within such period to agree upon such items and other adjustments, BEA and ATS shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained to review such items and other adjustments. The fees and other expenses of retaining such independent public accounting firm shall be borne equally by BEA and ATS. Such firm shall report its conclusions as to such items and other adjustments pursuant to this Section and such report shall be conclusive on all parties to this Agreement and not subject to dispute or review. Upon such agreement or determination by such independent accounting firm, BEA or ATS, as the case may be, shall promptly reimburse the other party for any income received or expenses paid by the other party and not previously reimbursed or any other adjustment required by this Section. Nothing contained in this Section 2.2(c) is intended or shall be deemed to amend or modify the indemnification provisions of Article 8 nor to reallocate responsibility for the matters set forth therein.

  • Rights and Obligations of the Parties 5.2.1. The client is obliged to: 5.2.1.1. Check for an SMS at the moment of issuance of a card, by which means they will receive a pin code, or check the integrity of the envelope in which the pin code is given; 5.2.1.2. Regularly review and abide by card usage and security regulations developed by the Bank, and not allow disclosure of the card and/or pin-code to the third persons; 5.2.1.3. Reimburse those bank expenses which are related to additional service costs of VISA and Mastercard (if any); 5.2.1.4. Use the card to pay the Bank any commission fee related to card servicing (producing, renewal, including in the international stop-list, etc.) and processing card transactions consistent with the tariff established by the Bank and/or international payment systems; 5.2.1.5. Perform transactions on the card account only within the limits of the available balance. The Bank shall impose a penalty on an intentionally or erroneously overspent amount in excess of the available balance according to the tariff established by the Bank for each day of using the surcharge amount; 5.2.1.6. Promptly fill surcharged amount; 5.2.1.7. Promptly notify the Bank about loss of the card; 5.2.1.8. Shall process card payment transaction in the internet only through the web pages having secure payment certifications (web pages where MasterCard SecureCode or Verified by VISA logos are depicted, allowing for making payment with 3D security code). The bank shall bear no responsibility for the transactions of the client made at the web-pages having no secure payment certifications. 5.2.2. The client is authorized to: 5.2.2.1. At any time obtain information on transactions held at the card account and request statements reflecting such transactions. The client is authorized to become familiar with the transactions made at the card accounts in the internet banking and/or address JSC “Pasha Bank Georgia” telephone services center – contact center and/or any branch of the bank to obtain such information. Card transactions statements shall be issued in a form requested by the client in the timelines established by the bank, however no later than 2 (two) banking days after the request of the client has been made. The bank is entitled to establish the commission for issuing the transaction statement made for the card account. 5.2.2.2. Submit a justified claim on transactions performed on the card account consistent with clause 5.4 of the present agreement. 5.2.3. The client acknowledges that: 5.2.3.1. Cards produced by the Bank are equipped with contactless technology; 5.2.3.2. Throughout the territory of Georgia, contactless card transactions without a pin code are permitted to the amount of up to 100 (one hundred) GEL. The Bank does not bear responsibility and does not accept claims from clients for contactless transaction(s) performed with the card account of a client up to 100 GEL throughout Georgia (notwithstanding the number of such transactions performed with the card).

  • Parties' Rights and Obligations If during the Term there is any Condemnation of all or any part of the Leased Property or any interest in this Lease, the rights and obligations of Lessor and Lessee shall be determined by this Article 15.

  • Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.

  • Independent Nature of Rights and Obligations Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute Investor and the Sponsor as, and the Sponsor acknowledges that Investor and the Sponsor do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters, and the Sponsor acknowledges that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement.

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