Contract Management To ensure full performance of the Contract and compliance with applicable law, the System Agency may take actions including:
TELEPHONE SERVICES All telegraph, telephone, and communication connections which Tenant may desire outside the Premises shall be subject to Landlord’s prior written approval, in Landlord’s sole discretion, and the location of all wires and the work in connection therewith shall be performed by contractors approved by Landlord and shall be subject to the direction of Landlord, except that such approval is not required as to Tenant’s cabling from the Premises in a route designated by Landlord to any telephone cabinet or panel provided for Tenant’s connection to the telephone cable serving the Building, so long as Tenant’s equipment does not require connections different than or additional to those to the telephone cabinet or panel provided. As to any such connections or work outside the Premises requiring Landlord’s approval, Landlord reserves the right to designate and control the entity or entities providing telephone or other communication cable installation, removal, repair and maintenance outside the Premises and to restrict and control access to telephone cabinets or panels. In the event Landlord designates a particular vendor or vendors to provide such cable installation, removal, repair and maintenance for the Building, Tenant agrees to abide by and participate in such program. Tenant shall be responsible for and shall pay all costs incurred in connection with the installation of telephone cables and communication wiring in the Premises, including any hook-up, access and maintenance fees related to the installation of such wires and cables in the Premises and the commencement of service therein, and the maintenance thereafter of such wire and cables; and there shall be included in Operating Expenses for the Building all installation, removal, hook-up or maintenance costs incurred by Landlord in connection with telephone cables and communication wiring serving the Building which are not allocable to any individual users of such service but are allocable to the Building generally. If Tenant fails to maintain all telephone cables and communication wiring in the Premises and such failure affects or interferes with the operation or maintenance of any other telephone cables or communication wiring serving the Building, Landlord or any vendor hired by Landlord may enter into and upon the Premises forthwith and perform such repairs, restorations or alterations as Landlord deems necessary in order to eliminate any such interference (and Landlord may recover from Tenant all of Landlord’s costs in connection therewith). No later than the Termination Date, Tenant agrees to remove all telephone cables and communication wiring installed by Tenant for and during Tenant’s occupancy, which Landlord shall request Tenant to remove. Tenant agrees that neither Landlord nor any of its agents or employees shall be liable to Tenant, or any of Tenant’s employees, agents, customers or invitees or anyone claiming through, by or under Tenant, for any damages, injuries, losses, expenses, claims or causes of action because of any interruption, diminution, delay or discontinuance at any time for any reason in the furnishing of any telephone or other communication service to the Premises and the Building.
TELEPHONE REQUEST The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me. Authorized Requester Phone # Received By (Bank) Phone # Authorized Signature (Bank) EXHIBIT C COMPLIANCE CERTIFICATE TO: SILICON VALLEY BANK FROM: HEARME The undersigned authorized officer of HEARME certifies that under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the Agreement ), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance is determined not just at the date this certificate is delivered . Please indicate compliance status by circling Yes/No under Complies column. Reporting Covenant Required Complies Quarterly financial statements1 Quarterly within 45 days1 Yes No Annual (CPA Audited) FYE within 90 days Yes No 10-Q, 10K and 8-K Within 5 days after filing with SEC Yes No Financial Covenant Required Actual Complies Maintain on a Quarterly Basis: Minimum Quick Ratio 1.75:1.002 _____:1.00 Yes No Minimum Revenue 3 $_____ Yes No Profitability Quarterly 4 $___________ Yes No 1 Monthly when unrestricted cash is less than $25,000,000. 2 Monthly when unrestricted cash is less than $25,000,000. 3 Greater than previous quarter, except decline permitted for Q499 to Q100. 4 Quarterly loss not to exceed: 6/30/00 ($12,500,000) 9/30/00 ($12,000,000) 12/31/00 ($11,500,000) 3/31/01 ($11,000,000) Comments Regarding Exceptions: See Attached. BANK USE ONLY Received by: Sincerely, AUTHORIZED SIGNER Date: Verified: SIGNATURE AUTHORIZED SIGNER Date: TITLE Compliance Status Yes No DATE
Landlord’s Notice Address The Landlord’s Notice Address set forth in Section 1.12 of the Lease is hereby deleted in its entirety and replaced with the following:
Project Management Project Management Institute (PMI) certified project manager executing any or all of the following: • Development of Project Charter • Development of project plan and schedule • Coordination and scheduling of project activities across customer and functional areas • Consultation on operational and infrastructure requirements, standards and configurations • Facilitate project status meetings • Timely project status reporting • Address project issues with functional areas and management • Escalation of significant issues to customers and executive management • Manage project scope and deliverable requirements • Document changes to project scope and schedule • Facilitate and document project closeout
Call Center Services Answer telephone inquiries during mutually agreed upon hours each day on which the Fund is open for trading. In the event that the Fund plans to be open on a business day when the New York Stock Exchange is to be closed, the Fund shall provide the Transfer Agent with reasonable advance notice and the parties shall discuss the call center resources available for such day. The Transfer Agent shall answer and respond to inquiries from existing Shareholders, prospective Shareholders of the Fund and broker-dealers on behalf of such Shareholders in accordance with the instructions provided by the Fund to the Transfer Agent for purpose of fulfilling its duties under this Agreement, including, accepting transaction requests on behalf of the Fund.
Account Management 15.1 The Contractor is required to provide a dedicated Strategic Account Manager who will be the main point of contact for the Authority. The Strategic Account Manager will: Attend quarterly, or as otherwise agreed, review meetings with the Authority, in person at the Authority’s premises or other locations as determined by the Authority Attend regular catch-up meetings with the Authority, in person or by telephone/videoconference Resolve any on-going operational issues which have not been resolved by the Contractor or Account Manager(s) and therefore require escalation Ensure that the costs involved in delivering the Framework are as low as possible, whilst always meeting the required standards of service and quality.
Program Management 1.1.01 Implement and operate an Immunization Program as a Responsible Entity
Transportation Management Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities.
Incident Event and Communications Management a. Incident Management/Notification of Breach - Transfer Agent shall develop, implement and maintain an incident response plan that specifies actions to be taken when Transfer Agent or one of its subcontractors suspects or detects that a party has gained material unauthorized access to Fund Data or systems or applications containing any Fund Data (the “Response Plan”). Such Response Plan shall include the following:
