Fortis Benefits represents that it believes, in good faith, that the Separate Account is a “segregated asset account” and that interests in the Separate Account are offered exclusively through the purchase of or transfer into a “variable contract,” within the meaning of such terms under Section 817(h) of the Code and the regulations thereunder. Fortis Benefits will make every effort to continue to meet such definitional requirements, and it will notify the Fund and Distributor immediately upon having a reasonable basis for believing that such requirements have ceased to be met or that they might not be met in the future.
Documentation Agent 45 SECTION 10. MISCELLANEOUS................................................................................ 45
Documentation Agent and Syndication Agent Neither the Documentation Agent nor the Syndication Agent shall have any duties or responsibilities hereunder in its capacity as such.
Syndication Agent The Syndication Agent shall not have any duties or responsibilities hereunder in its capacity as such.
Capacity IET systems are monitored to optimize the use of resources and to control costs. Where services are hosted by external service providers (outsourced), agreements are in place to monitor capacity and performance. Availability Exclusions (Force majeure) A loss of availability from causes which are beyond the control of IET is excluded from the availability warranty. This includes but is not limited to, acts from natural events such as earthquakes, storms, natural flooding, and wild fires. Also excluded are police actions, interruptions due to protest events, labor disputes, war, pandemic, terrorism, riots, and/or inability to obtain energy. Each party must provide prompt notice of service disruptions. Services will resume as soon as possible. Either party will take all reasonable steps to remove the causes of unavailability and resume services as soon as reasonably possible. IET will provide the availability status of major services on the IET status page. The status page is located at xxxx://xxxxxx.xxxxxxx.xxx/ Change Management Managed campus-wide systems, applications and services may be subject to the formal IET Change Management process. Changes to services may be required by system maintenance needs, corrective actions to resolve incidents, or service improvement projects. Changes may require adherence to change management policies including formal authorizations, approvals, peer reviews, risk assessments and lead times for notifying Customers and scheduling changes. IET notifies Customers about planned technology systems are changes that may have a risk of directly or indirectly impacting IET services. Responsibilities Between Parties Information and Educational Technology Information and Educational Technology shall be responsible for ensuring that reasonable skill, care and diligence are exercised in carrying out the services properly and efficiently in accordance with this service level agreement. Data and Information Transnational data and information supplied by the Customer or its clients are owned by the Customer. IET serves as custodian of these data and will take measures to house, backup and protect the data for the Customer, consistent with the services, and as appropriate. General Customer Responsibilities Customer agrees to use and pay for the services in accordance with the terms of this agreement and in compliance with any overarching UC Xxxxx policies. Customer agrees to take appropriate steps to ensure compliance with The UC Xxxxx Cyber-safety Policy and UC Xxxxx Security Standards Policy (PPM Section 310-22). Customer agrees not to engage in actions or activities that circumvent, compromise, or introduce risks to the policy, standards or the controls established to ensure cyber security compliance. Customer is responsible for costs which result from improper use of the services and which cause damage or loss to IET or its Customers.
Citibank and Affiliates With respect to its Commitment, the Advances made by it and the Note issued to it, Citibank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Citibank in its individual capacity. Citibank and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, the Borrower, any of its Subsidiaries and any Person who may do business with or own securities of the Borrower or any such Subsidiary, all as if Citibank were not the Agent and without any duty to account therefor to the Lenders.
Agent’s Head Office The Agent’s head office located at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other location as the Agent may designate from time to time by notice to the Borrower and the Lenders.
Arranger KeyBanc Capital Markets or any successors thereto. Assignment and Acceptance Agreement. See §18.1.
Agent Subject to any other written instructions of the Adviser or the Trust, the Subadviser is hereby appointed the Adviser’s and the Trust’s agent and attorney-in-fact for the limited purposes of executing account documentation, agreements, contracts and other documents as the Subadviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the Subadviser Assets. The Subadviser agrees to provide the Adviser and the Trust with copies of any such agreements executed on behalf of the Adviser or the Trust.
CITIBANK, N A. shall indemnify the Seller, each Affiliate of the Seller and each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the respective present and former directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon:
