Third-Party Funds Sample Clauses

Third-Party Funds. Each of (a) Strategies and the Strategies Subsidiaries, (b) Services and the Services Subsidiaries and (c) the Sellers and their affiliates with respect to the Business, has in all material respects accurately accounted for all monies entrusted to it by third parties and all monies over which it has or has had signature authority or other control for the benefit of others in the operation of the Business and its third-party health claims administration (collectively, "Entrusted Funds"); all Entrusted Funds have been applied to the reimbursement or direct payment of covered benefits of employees or eligible members of client employers or to services fees in accordance in all material respects with the instruments governing such benefit plans or the written instructions of the plan administrator or employer; all material reports and other filings with respect to the payment of Entrusted Funds have been made by each of the Companies and the Subsidiaries and the Sellers and their affiliates if required to be so filed and each of the Companies and the Subsidiaries and the Sellers and their affiliates is in material compliance with all federal and state laws and regulations pertaining to the holding and administration of Entrusted Funds. Each of the Companies' and the Subsidiaries' and the Sellers' and their affiliates' trust or other accounts in which Entrusted Funds are held and administered are fully reconcilable in all material respects.
Sample 1
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Third-Party Funds. 14 2.2.6.4. Utilities...........................................................14 2.2.6.5. Costs...............................................................14 2.2.6.6. Exemptions..........................................................14 2.2.7. Additional Consideration............................................15
Sample 1
Third-Party Funds. Unless by Closing the Real Property has been disposed of as permitted by Section 4.11, below, if Seller at Closing is in possession of funds received from a third party and intended to cover the cost of work to be performed or materials to be acquired pertaining to the Real Property pursuant to a contract or agreement to be assigned at Closing, Seller shall pay to Buyer any portion of said funds as are attributable to work that has not been completed or materials that have not been acquired on the date of Closing.
Sample 1
Third-Party Funds. Seller is obligated to pay to Buyer an amount equal to the aggregate of the following held by Seller as of the Accounting Date (the "THIRD PARTY FUNDS"):
Sample 1
Third-Party Funds. We have a foundation established to handle third-party funds, which is responsible for receiving and managing money, as well as making payments in relation to our assignments. Potential liability of this foundation is at our risk. And Where Do We Stand On Liability? Our liability in connection with an attributable breach of contract or unlawful act — or for damages that for another reason may be for our risk — is limited to the amount that our professional liability insurer would pay out in relation to that matter plus our deductible. If our insurer does not pay, or in case of damages caused by payment errors by the foundation handling third- party funds, our liability is limited to the amount (including Dutch VAT) that you paid us in the twelve months prior to the event that gave rise to the liability. The minimum amount we would pay in this case is EUR 100,000 (when the damage exceeds that amount), and the maximum EUR 250,000, both including Dutch VAT. You can only claim damages from our firm and not from any other parties. Under this agreement, our foundation for the management of third-party funds, our shareholders, our partners, our employees and other persons who perform work under our name will never pay damages themselves. You can claim damages from us for three years from the time the damages may have been caused. The foundation for the management of third-party funds, our shareholders, our partners, their legal entities and directors, and our employees may also rely on these limitations of liability. They have specifically been written to also protect them. If We Want To End Our Collaboration We can stop our collaboration at any time, and so can you. If necessary, this can even have immediate effect. We will charge for the hours worked until then, and you will pay within 30 days. We Do Business Under Dutch Law Dutch law governs our agreements and our work with you. The Dutch version of our agreements always prevails over the English version. Have A Complaint? Let's Fix It If you are not happy with our collaboration, we will be glad to work things out with you. We prefer to resolve the matter by discussing it, but if we cannot, we will settle it using our dispute resolution mechanism. We will make sure that a lawyer who was not previously involved in your case will handle your complaint confidentially. If we still do not reach an agreement, we will then take our dispute to the courts in Amsterdam. You can read exactly how our complaint process wor...
Sample 1
Third-Party Funds. All third-party funds coming into Agent’s possession as payment for premiums or considerations for policies issues on behalf of WCI are funds received by Agent in a fiduciary capacity and shall be immediately remitted to WCI. If any such funds are not remitted to WCI, WCI shall (i) have a first lien on all compensation due or which may become due Agent to the extent of such funds, and (ii) be entitled to pursue any and all other remedies contemplated by this Agreement. To the fullest extent permitted by law, WCI is authorized to offset the entire amount of such funds due, either before or after the cancellation of this Agreement, from any compensation due to Agent.
Sample 1

Related to Third-Party Funds

  • Third Party Providers Except for those terms and conditions that specifically apply to Third Party Providers, under no circumstances shall any other person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement. Except as may be provided in Third Party Agreements, Company shall have no rights or remedies against Third Party Providers, Third Party Providers shall have no liability of any nature to the Company, and the aggregate cumulative liability of all Third Party Providers to the Company shall be $1.

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

  • Third Party Content Certain of the Service Content may be owned by third parties, as may be designated within the Services from time to time (“Third Party Content”). Our inclusion of any Third Party Content is not an endorsement of such content and we disclaim a l representations and warranties with respect to such Third Party Content in its entirety. Additiona ly, the Services may contain links to other Internet websites and services owned by third parties (“Third Party Services”). Any use of Third Party Services is at your own risk and subject to the terms of use with respect to such Third Party Services. We have no control over Third Party Services, and we disclaim a l representations and warranties with respect to such Third Party Services in their entirety. Any transactions you undertake with Third Party Services, including payment transactions, are solely between you and the applicable Third Party Services. You understand and agree that under no circumstances sha l we be responsible for or liable to anyone in connection with your use of Third Party Services and any transactions conducted with such Third Party Services. You agree to direct any questions, complaints, or claims related to a Third Party Service to such Third Party Service.

  • RECOVERY FROM THIRD PARTIES When an employee disability arises in circumstances which involve a claim against a Third Party, the employee agrees to include in his/her Statement of Claim, the total amount of I.P.P. benefits which have been paid to him/her in respect of the disability. In the event that recovery is made, the employee agrees to repay to the Employer the full amount of the recovery made in respect of IPP benefits.

  • Third Party Agreements Nothing in this Section 5.3 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a Party is required under this Section 5.3 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party’s consent to the disclosure of such information. The Parties also acknowledge that the Other Parties’ Auditors are subject to contractual, legal, professional and regulatory requirements which such auditors are responsible for complying with.

  • Third Party Payments Neither the Advisor nor any of its officers, directors, employees or stockholders shall receive any commissions, compensation, remuneration or payments whatsoever from any broker with which the Company carries an account for transactions executed in the Company’s account. The parties acknowledge that a familial relationship of any of the foregoing persons may receive floor brokerage commissions in respect of trades effected pursuant to the Advisor’s Trading Approach on behalf of the Company, which payment shall not violate the preceding sentence.

  • Third Party Contractors Tenant shall obtain and deliver to Landlord, Third Party Contractor’s certificates of insurance and applicable endorsements at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (collectively, a “Third Party Contractor”). All such insurance shall (a) name Landlord as an additional insured under such party’s liability policies as required by Section 10.3.1 above and this Section 10.6, (b) provide a waiver of subrogation in favor of Landlord under such Third Party Contractor’s commercial general liability insurance, (c) be primary and any insurance carried by Landlord shall be excess and non-contributing, and (d) comply with Landlord’s minimum insurance requirements.

  • Non-Third Party Claims Upon discovery of any claim for which Buyer has an indemnification obligation under the terms of Section 12.1 which does not involve a claim by a third party against the Indemnitee, the Indemnitee shall give prompt notice to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days of such discovery. A failure by Indemnitee to timely give the foregoing notice to Buyer shall not excuse Buyer from any indemnification liability except to the extent that Buyer is materially and adversely prejudiced by such failure.

  • Settlement of Third Party Claims Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

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