Covenants of Provider Sample Clauses

Covenants of Provider. (a) Provider hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the BFA Recipient for safekeeping of BFA and BFA Recipient signature imprinting functions (e.g., signature stamps, electronic signatures), if applicable; and for the preparation or use, and for keeping account of, such signatures. (b) In case of any requests or demands for the inspection of the Shareholder records of the BFA Recipient, Provider will endeavor to notify the BFA Recipient and to secure instructions from an authorized officer of the BFA Recipient as to such request or demand. Provider reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be subject to enforcement or other action by any court or regulatory body for the failure to exhibit the Shareholder records to such person. (c) Provider shall promptly notify the BFA Recipients in the event its registration as a transfer agent as provided in Section 17A(c) of the Exchange Act is revoked or if any proceeding is commenced before the SEC that may lead to such revocation. (d) In performing the services under this Article 5, Provider shall at all times act in conformity with and be informed by: (i) the BFA Recipients’ Declaration of Trust or Articles of Incorporation (or other formation document) and by-laws (or similar document), as the same may be amended from time to time; (ii) the investment objectives, policies, restrictions and other practices set forth in the BFA Recipients’ Prospectus(es), as the same may be amended from time to time, which amendments shall be provided to Provider promptly after such amendments become effective; and (iii) all applicable requirements of the Securities Act, the Exchange Act, the 1940 Act, the USA PATRIOT Act of 2001, as amended, and any other laws, rules and regulations of Governmental Authorities with jurisdiction over Provider and all Provider Laws, as such may be applicable to the provision of Transfer Agency Services by Provider.

Covenants of Provider. Provider covenants and agrees that Provider shall operate Village at Proprietors Green in accordance with all applicable Commonwealth of Massachusetts and federal laws and regulations relating to continuing care communities.

Covenants of Provider. Provider hereby covenants and agrees that, during the term of this Agreement, Provider will: a. maintain Provider's status as a fully qualified and duly licensed or registered audiologist and/or hearing aid dispenser in good standing in the state and, where applicable, any county or municipal subdivision thereof, in which Provider's practice is located; maintain all necessary permits, certificates and licenses in good standing and in accordance with all applicable laws, regulations and codes of ethics; and remain eligible for participating in state and federal health care programs; b. conduct Provider's professional practice, including the supervision of all personnel, in compliance with all applicable federal, state and local laws, rules and regulations, including Medicare laws and regulations, reporting requirements and CMS instructions; c. promptly update the information submitted in Provider's application to HCS as necessary to ensure its continued accuracy and completeness; d. maintain an adequate records system in accordance with state and federal law that details all services, charges, dates and other information elements related to the Services rendered under this Agreement; e. maintain adequate worker’s compensation insurance for all of its employees in compliance with state law; and ▇. ▇▇▇▇▇▇▇▇▇, defend and hold HCS, Plans and state and federal agencies harmless from and against any and all claims, judgements, liabilities, damages, causes of action, costs or expenses, including court costs and reasonable attorney fees (collectively, “Claims”), to the extent such Claims arise from the acts or omissions of Provider or any breach by Provider of this Agreement.

Covenants of Provider. Provider hereby covenants to do the following during the term of this Agreement: (a) Provider shall perform its obligations hereunder in a timely manner and with due care. (b) Provider shall comply with all applicable federal, state and local laws, rules and regulations, including, but not limited to, Office of Thrift Supervision regulations, state banking laws and regulations, insurance laws, the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Credit Billing Act and the Fair Debt Collection Practices Act. (c) Provider shall cooperate with the Bank and any retailers, dealers, associations and manufacturers for whom the Bank establishes programs and shall use its best efforts promptly to resolve all disputes with customers of the Bank that may arise in the course of performing the Services. (d) To the extent that Provider is required to perform Services in accordance with specific directions, guidelines, and criteria established by the Bank, Provider shall perform such Services in accordance with the specific directions, guidelines, and criteria established by the Bank and shall have no discretion in applying or waiving such directions, guidelines, and criteria. (e) Provider shall have no authority hereunder or implied to contract on behalf of the Bank with any third parties and shall not hold itself out as having such powers or authority. Provider shall forward all offers made to the Bank by third parties to officers or employees of the Bank for acceptance or rejection. (f) When performing Services in connection with collecting debts owed the Bank, Provider shall not hold itself out as an agent of the Bank, but rather shall hold itself out as an independent contractor collecting debts owed to the Bank. (g) Provider shall comply with the GE Integrity, Spirit and Letter Policy.

Covenants of Provider. At all times during the Term, Provider covenants to: (i) meet the Standard of Care; (ii) comply with all Applicable Laws; (iii) not enter into any other agreement, whether written or oral, that would conflict with the performance of Provider’s obligations hereunder or constitute a default hereunder; (iv) review and negotiate all time limits or periods placed on its performance hereunder and to perform such obligations within such time limits and periods; (v) not subcontract performance of its obligations hereunder unless Company consents thereto in writing; and (vi) upon discovering a breach of any of Provider’s obligations hereunder, provide immediate written notice and explanation of such breach to Company and, to the extent possible and provided for hereunder, a plan to cure such breach.

Covenants of Provider. 8.1 Provider covenants and agrees with Member that: (a) Provider shall operate Searstone in accordance and compliance with all applicable State of North Carolina and federal laws and regulations relating to continuing care retirement communities, and the operation of Brittany Place shall be consistent with the regulations for licensing of adult home care and skilled nursing establishments in the State of North Carolina. (b) It is the intent and policy of Provider to operate as a not-for-profit corporation, and Provider will not terminate the residency of Member solely by reason of the financial inability of Member to pay the total Membership Fee. The foregoing intent and policy will be implemented through the application of the provisions of Section 5.4(h). (c) Provider shall make available annually to Member the annual Disclosure Statement provided by Provider to the North Carolina Department of Insurance.

Covenants of Provider