Performance by us Clause Samples
Performance by us. If you fail to observe or perform any obligation on your part contained or implied in this Agreement or if we consider it necessary or desirable to pay any moneys or incur any expenses in order to protect our interest under this Agreement, then we may perform such obligations, pay such money, or incur such expenses and any moneys so paid or expenses so incurred will be payable by you to us.
Performance by us. 5.1 We do not make any promises or claims as to the availability or uptime of the Click Demo. The Click Demo is a test environment. You may only use anonymous, non-live data. In particular, you must ensure that any payment data that is entered on the Click Demo is not live or production data. Any accounts or transactions made on the Click Demo are not real and no real money will change hands.
5.2 To the fullest extent permitted by law, except as expressly set out in this Click Test Environment User Agreement, we exclude all warranties, conditions, terms, representations or undertakings, whether express, implied, statutory or otherwise, including without limitation any condition or warranty of merchantability or fitness for a particular purpose.
5.3 To the fullest extent permitted by law in no event will we be liable to you whether in contract, tort (including negligence) or otherwise:
(a) in excess of $500; and
(b) in respect of any:
(i) loss of data, lost profits, loss of revenue, loss of goodwill, loss of business or for any indirect, consequential or special loss, damage, cost or expense suffered or incurred by you;
(ii) loss, damage, cost or expense suffered or incurred by you, to the extent to which this results from any act or omission by you; or
(iii) any event or circumstance outside our direct control, including any Third Party Outage or mistakes, errors or omissions which are attributable to a third party.
Performance by us. 9.1 We shall carry out the following actions only upon receipt of and in accordance with specific Instructions:
a) make payment for and/or receive any Securities or deliver or dispose of any Securities except as otherwise specifically provided for in this Agreement;
b) deal with Rights, conversations, options, warrants and other similar interests or any other discretionary right in connection with Securities;
c) carry out any action affecting Securities, Cash or the Custody Account other than those specified in this Clause 9.1 but in each instance subject to our written agreement.
9.2 Absent of a contrary Instruction, we shall carry out the following without further Instructions:
a) in your name or on your behalf, sign affidavits, certificates of ownership and other certificates and documents relating to Securities which may be required to obtain any Securities or Cash, or for disclosure purposes to evidence beneficial ownership to any tax or regulatory authority. We will notify the Manager within reasonable time prior to the provision of such documentation to such authority unless not practicable or we are under a legal or regulatory obligation not to do so;
b) collect, receive, and/or credit the Custody Account, as appropriate, with all income, payments and distributions in respect of Securities and any capital arising out of or in connection with Securities (including all Securities received by us as a result of a stock dividend, bonus issue, share sub-division or reorganisation, capitalisation of reserves or otherwise) and take any action necessary and proper in connection therewith;
c) exchange interim or temporary receipts for definitive certificates, and old or overstamped certificates for new certificates;
d) open Cash and Securities accounts in the name of the Portfolio with other financial institutions provided that such accounts are subject only to drawings, instructions or orders by us;
e) endorse for collection, in your name, cheques, drafts and other negotiable instruments;
f) notify the Manager of notices, circulars, reports and announcements which we have received, in the course of acting in the capacity of custodian, concerning Securities held on your behalf that require discretionary action. We are not responsible for the form, accuracy or content of any notice, circulate, report, announcement or other material not prepared by us, including the accuracy or completeness of any translation provided by us in regard to such forwarded communic...
Performance by us. Bank. The parties expressly acknowledge and consent to U.S. Bank acting in the capacities of successor Servicer and in the capacity as Indenture Trustee and the Collateral Custodian. U.S. Bank may, in such dual capacity, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank of express duties set forth in this Agreement in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto except in the case of negligence (other than errors in judgment) and willful misconduct by U.S. Bank. 105
Performance by us. 5.1 We do not make any promises or claims as to the availability or uptime of the Global Online Pay Demo. The Global Online Pay Demo is a test environment. You may only use anonymous, non-live data. In particular, you must ensure that any payment data that is entered on the Global Online Pay Demo is not live or production data. Any accounts or transactions made on the Global Online Pay Demo are not real and no real money will change hands.
5.2 To the fullest extent permitted by law, except as expressly set out in this Global Online Pay Test Environment User Agreement, we exclude all warranties, conditions, terms, representations or undertakings, whether express, implied, statutory or otherwise, including without limitation any condition or warranty of merchantability or fitness for a particular purpose.
5.3 To the fullest extent permitted by law in no event will we be liable to you whether in contract, tort (including negligence) or otherwise:
(a) in excess of $500; and
(b) in respect of any:
(i) loss of data, lost profits, loss of revenue, loss of goodwill, loss of business or for any indirect, consequential or special loss, damage, cost or expense suffered or incurred by you;
(ii) loss, damage, cost or expense suffered or incurred by you, to the extent to which this results from any act or omission by you; or
(iii) any event or circumstance outside our direct control, including any Third-Party Outage or mistakes, errors or omissions which are attributable to a third party.