Standard of Performance; Liability Sample Clauses

Standard of Performance; Liability. From and after the Closing Date, GABC shall be liable for the GABC Obligations. GABC shall be liable for and shall defend at its own expense actions on account of any act, error, or omission of GABC. GABC agrees to administer all claims on the GABC Obligations and to service and otherwise handle the GABC Obligations in accordance with the terms and conditions of the Contracts, the Restructuring Plan, and applicable state laws and regulations.
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Standard of Performance; Liability. As set forth below, the Company shall continue to provide administrative services relating to the Policies. The Company, and not the Reinsurer, shall be liable for any claims or Policy benefits that arise or become payable by virtue of any claim or other event occurring on or before the Effective Date. The Company, and not the Reinsurer, shall be liable for any actions, inactions, errors, or omissions made by the Company and/or any of its respective employees, agents, and representatives in the solicitation, sale, servicing, renewal, or processing of any claim under the Policies or in communications with insureds, beneficiaries, or any other third party with respect to the Policies or on account of any event or fact occurring on, before, or after the Effective Date. The Company shall handle and pay the claims in its ordinary course of business that were incurred on or before the Effective Date but reported to the Reinsurer or the Company after the Effective Date, such payments to be made out of and to the extent of the Claim Reserves transferred to the Reinsurer pursuant to Section 10.5 below.
Sample 1
Standard of Performance; Liability. Concurrently with the Effective Date of this Agreement, Reinsurer and the Company have entered into a "Policy Administration and Data Processing Services 3 Agreement," attached hereto as Exhibit 3.1 ("Administration Agreement.") Beginning on the Effective Date, Reinsurer shall be liable for the payment of the Reinsurer's Portion of the Policy Obligations. Except for payments of claims relating to IBNR claims as set forth in Section 4.1, Reinsurer shall not be liable for any claims or Policy benefits that arise or become payable by virtue of a death or other event occurring before the Effective Date. Reinsurer shall not be liable for any actions, inactions, errors, or omissions made by World Service, and any of its respective employees, agents, and representatives in the solicitation, sale, servicing, renewal, or processing of any claim under the Policies or in communications with insureds, beneficiaries, or any other third party with respect to the Policies or otherwise.
Sample 1
Standard of Performance; Liability. Reinsurer covenants and agrees to administer all claims on the Transferred Policies and to service and otherwise handle the Transferred Policies in accordance with applicable state laws and regulations, beginning on the Effective Date. Beginning on the Effective Date, Reinsurer shall be liable for the payment of the Reinsured Policy Obligations. Reinsurer shall be liable for and shall defend at its own expense actions on account of any act, error, or omission of Reinsurer occurring on or after the Effective Date. Except for its liabilities as stated in the Coinsurance Agreement, Reinsurer shall not be liable for any claims or Policy benefits that arise or become payable by virtue of a death or other event occurring before the Effective Date. Except for its liabilities as stated in the Administrative Services Agreement, Reinsurer shall not be liable for any actions, inactions, errors, or omissions made by World Service, and any of its respective employees, agents, and representatives in the solicitation, sale, servicing, renewal, or processing of any claim under the Transferred Policies or in communications with insureds, beneficiaries, or any other third party with respect to the Transferred Policies or on account of any event or fact occurring prior to the Effective Date. In addition, Reinsurer shall handle and pay the claims in its ordinary course of business that were incurred prior to the Effective Date but reported to Reinsurer on or after the Effective Date, such payments to be made out of and to the extent of the IBNR Claim Reserve Fund transferred to Reinsurer pursuant to Section 11.5 below.
Sample 1
Standard of Performance; Liability. Concurrently with the Effective Date of this Agreement, Reinsurer and Universal have entered into an "Administrative Services Agreement," a copy of which is incorporated herein by reference thereto ("Administrative Services Agreement"). As, when, and to the extent set forth in the Administrative Services Agreement, Reinsurer shall be liable for and shall defend at its own expense, actions on account of any actions, inactions, errors, or omissions of Reinsurer. Reinsurer shall not be liable for any claims or Policy benefits that arise or become payable by virtue of a death or other event occurring before the Effective Date. Reinsurer shall not be liable for any actions, inactions, errors, or omissions made by Universal and/or any of its respective employees, agents, and representatives in the solicitation, sale, servicing, renewal, or processing of any claim under the Policies or in communications with insureds, beneficiaries, or any other third party with respect to the Policies or on account of any event or fact occurring prior to the Effective Date. In addition, as, when, and to the extent set forth in the Administrative Services Agreement, Reinsurer shall handle and pay the claims in its ordinary course of business that were incurred prior to the Effective Date but reported to Reinsurer or Company on or after the Effective Date, such payments to be made out of and to the extent of the IBNR Claim Reserve Fund transferred to Reinsurer pursuant to Section 10.5 below.
Sample 1

Related to Standard of Performance; Liability

  • Standard of Performance Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.

  • Standards of Performance A. The standard of care for all professional and related services performed or furnished by Contractor under this Agreement will be the care and skill ordinarily used by members of Contractor’s profession practicing under similar conditions and circumstances and in a similar locality.

  • Excuse of Performance Seller shall not be liable for delays in performance or for non-performance due to failure or interruption of computer or telecommunication systems, acts of God, war, riot, fire, terrorism, labor trouble, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or causes beyond Seller's reasonable control. In the event of such delay, the time for performance or delivery shall be extended by a period of time reasonably necessary to overcome the effect of the delay.

  • Payment of Performance Shares Payment of any Performance Shares that become earned as set forth herein will be made in the form of Common Shares, in cash, or in a combination of the two, as determined in the sole discretion of the Committee. Payment will be made as soon as practicable after the receipt of audited financial statements of the Corporation relating to the last fiscal year of the Performance Period and with respect to Covered Employees, the determination by the Committee of the level of attainment of the Management Objectives. Performance Shares will be forfeited if they are not earned at the end of the Performance Period and, except as otherwise provided in this Agreement, if the Grantee ceases to be employed by the Corporation or a Subsidiary at any time prior to such shares becoming earned.

  • Impossibility of Performance The credit union will not be liable for failure to comply with the terms of a wire transfer agreement caused by legal constraint interruption or failure of transmission and/or communications facilities, war, emergency, labor dispute, act of nature, or other circumstances beyond the control of the credit union.

  • Prevention of Performance The Custodian will not be responsible for any failure to perform any of its obligations (nor will it be responsible for any unavailability of funds credited to the Cash Account) if such performance is prevented, hindered or delayed by a Force Majeure Event, in such case its obligations will be suspended for so long as the Force Majeure Event continues. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Custodian, such as restrictions on convertibility or transferability, requisitions, involuntary transfers, unavailability of communications system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government.

  • Limitations of Performance The Custodian shall not be responsible under this Agreement for any failure to perform its duties, and shall not be liable hereunder for any loss or damage in association with such failure to perform, for or in consequence of the following causes:

  • Assurance of Performance If at any time the COUNTY has good objective cause to believe CONTRACTOR may not be adequately performing its obligations under this Agreement or that CONTRACTOR may fail to complete the Services as required by this Agreement, COUNTY may request from CONTRACTOR prompt written assurances of performance and a written plan acceptable to COUNTY, to correct the observed deficiencies in CONTRACTOR’s performance. CONTRACTOR shall provide such written assurances and written plan within thirty (30) calendar days of its receipt of COUNTY’s request and shall thereafter diligently commence and fully perform such written plan. CONTRACTOR acknowledges and agrees that any failure to provide such written assurances and written plan within the required time is a material breach under this Agreement.

  • Suspension of Performance Notwithstanding any other provision hereof, if an Event of Default or a Potential Event of Default has occurred and is continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, has the right (i) to suspend performance under any or all Transactions and (ii) to the extent an Event of Default has occurred and is continuing, to exercise any remedy available at law or in equity, except as limited be Section 5.7.

  • Timing of Payment of Performance When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

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