RESPONSIBILITY OF MEMBERS Sample Clauses

The "Responsibility of Members" clause defines the duties and obligations that each member of an organization or group must uphold. Typically, this includes requirements such as participating in meetings, adhering to organizational policies, and contributing to collective goals or tasks. By clearly outlining what is expected from each member, this clause ensures accountability and helps prevent misunderstandings or disputes regarding individual roles within the group.
RESPONSIBILITY OF MEMBERS. Members or applicants shall complete and submit to HMO such application or other forms or statements as HMO may reasonably request. Members represent that all information contained in such applications, forms and statements submitted to HMO incident to enrollment under this Certificate or the administration herein shall be true, correct, and complete to the best of the Member’s knowledge and belief.
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RESPONSIBILITY OF MEMBERS. The Member(s) shall have full, exclusive and complete discretion in the management and control of the business and affairs of the Company for the purpose herein stated, and shall make all decisions affecting the Company’s business and affairs, except as otherwise expressly limited herein. The Member(s) shall have full authority to bind the Company by execution of documents, instruments, agreements, contracts or otherwise to any obligation not inconsistent with the provisions of this Agreement.
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RESPONSIBILITY OF MEMBERS. (a) Except for Project costs previously incurred by a Member which are reflected in the Development Budget, the Company and each Member shall not be responsible or liable for any responsibility, indebtedness, or other obligation of any other Member incurred prior to, on the date of or after the execution of this Agreement, except for those which are undertaken or incurred on behalf of the Company after the date of this Agreement under or pursuant to the terms of this Agreement, or assumed in writing by both Members, and each Member hereby indemnifies and agrees to hold the other Member and the Company harmless from all such obligations and indebtedness except as aforesaid. (b) Each Member will notify the other Member as quickly as reasonably possible upon receipt of any notice (i) of the filing of any action in law or in equity naming the Company or any Member as a party relating in any way to the business of the Company; (ii) of any actions to impose liens of any kind whatsoever or of the imposition of any lien whatsoever against the Company or its assets, including the Project; (iii) of any casualty, damage or injury to persons or property on or related to the Project; or (iv) of the default by the Company of any of its obligations to creditors or other third parties. Each Member will endeavor to notify the other Member verbally promptly upon learning of any of the foregoing actions, or the threat thereof, which, in such Member's judgment, is material to the Company or the other Member.
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RESPONSIBILITY OF MEMBERS. (a) Except for Project costs previously incurred by a Member which are reflected in the Development Budget, the Company and each Member shall not be responsible or liable for any responsibility, indebtedness, or other obligation of any other Member incurred prior to, on the date of or after the execution of this Agreement, except for those which are undertaken or incurred on behalf of the Company and/or the Partnership after the date of this Agreement under or pursuant to the terms of this Agreement, or assumed in writing by both Members, and each Member hereby indemnifies and agrees to hold the other Member, and the Company and the Partnership harmless from all such obligations and indebtedness except as aforesaid. (b) Each Member will notify the other Member as quickly as reasonably possible upon receipt of any notice, (i) of the filing of any action in law or in equity naming the Company, the Partnership, or any Member as a party relating in any way to the business of the Company or the Partnership; (ii) of any actions to impose liens of any kind whatsoever or of the imposition of any lien whatsoever against the Company, the Partnership or their assets, including the Project; (iii) of any casualty, damage or injury to persons or property on or related to the Project; or (iv) of the default by the Company of any of its material obligations to creditors or other third parties. Each Member will endeavor to notify the other Member verbally promptly upon learning of any of the foregoing actions, or the threat thereof, which, in such Member's judgment, is material to the Company or the other Member.
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RESPONSIBILITY OF MEMBERS. 14 Members of the Association must adhere to all the policies of the Association as laid out in this Agreement or as published (and as amended and restated from time to time) on the H&DAA website. Any substantive change to the policies shall be communicated to members, providing an opportunity for comment, and shall be subject to approval at an AGM.
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RESPONSIBILITY OF MEMBERS. Create a procedure manual ° Future members will participate in updates of the procedure manual. • Convening the nodes ° The nodes will meet once a year to discuss relevant issues to the NGDA. ° Nodes will take turns hosting the annual meeting, which will happen either in person or virtually. • Financial obligations ° Financial obligations of being a collecting node are listed in the Procedure Manual. No node will oblige another node (or nodes) to terms outside of or in addition to Exhibit B. Each node, in its capacity as primary custodian of content, represents and warrants to the other nodes that it has a signed agreement from the depositors of copyrighted or licensed materials, which states the depositor has the right/authority to deposit the content. A node will contact the other nodes in the event they are unable to host NGDA content. Other nodes may agree to take the content with specifications for doing so described in the procedure manual. In the instance of removal of copyrighted or licensed content from the NGDA, all nodes agree to abide by the terms of Exhibit B pertaining to such removal, specifically that: "For Licensed Materials* that are subject to a claim of infringement or unlawfulness, Custodian must take down such content from a website within 48 hours. All other requests to destroy or return material must be completed within 15 days from the receipt of the request." In the event there is a request to destroy the materials, the Node may keep an archival copy for as long as the dispute remains active and as long as it is not available to the public. Custodians recognize that technological advances and/or changes in the law and best practices may change the time period for the Custodian to respond to claims of infringement or unlawfulness. Custodian will abide by current standards for response to copyright infringement matters. Any node may choose to terminate their participation in the NGDA by giving notice as specified in the procedure manual. Member nodes reserve the option of removing a node from the NGDA for the following reasons: • Violating the terms of Exhibit B; • Violating the terms of the Content Provider Agreement; • Violating terms of the Node Agreement.
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RESPONSIBILITY OF MEMBERS. If you create a guideVue or otherwise make (or allow any third party to make) material available by means of the Website (any such material, "Content"), you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that: the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party; if your employer has rights to intellectual property you create, you have either (a) received permission from your employer to post or make available the Content, including but not limited to any software, or (b) secured from your employer a waiver as to all rights in or to the Content; you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms; the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); the Content is not offensive or pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party; Without limiting any of those representations or warranties, guideVue has the right (though not the obligation) to, in guideVue's sole discretion (a) refuse or remove any Content that, in guideVue's reasonable opinion, violates any guideVue policy or is in any way harmful or objectionable, or (b) terminate or deny access to and use of the Website to any individual or entity for any reason, in guideVue's sole discretion. guideVue will have no obligation to provide a refund of any amounts previously paid.
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RESPONSIBILITY OF MEMBERS. Each consultative committee member has a responsibility to cooperate, consult and contribute to ensure the success of the Committee and its desired outcomes.
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RESPONSIBILITY OF MEMBERS. (a) The Company and each Member shall not be responsible or liable for any responsibility, indebtedness, or other obligation, including, but not limited to, any tax liability, of any other Member incurred prior to, on the date of or after the execution of this Agreement, except for those which are undertaken or incurred expressly on behalf of the Company under or pursuant to the terms of this Agreement or the Contribution Agreement, or assumed in writing by both Members, and each Member hereby indemnifies and agrees to hold the other Member and the Company harmless from all such obligations and indebtedness except as aforesaid. (b) Each Member will notify the other Member as quickly as reasonably possible upon receipt of any notice (i) of the filing of any action in law or in equity naming the Company, Venture Five or Venture Six or any Member as a party relating in any way to the business of the Company, Venture Five or Venture Six; (ii) of any actions to impose liens of any kind whatsoever or of the imposition of any lien whatsoever against the Company, Venture Five, Venture Six, or any assets owned by such entities, (iii) of any casualty, damage or injury to persons or property owned by the Company, Venture Five, or Venture Six; or (iv) of the default by the Company, Venture Five, or Venture Six of any of its respective obligations to creditors or other third parties. Each Member will endeavor to notify the other Member verbally promptly upon learning of any of the foregoing actions, or the threat thereof, which, in such Member’s judgment, is material to the Company or the other Member.
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Related to RESPONSIBILITY OF MEMBERS

  • Responsibility of PFPC (a) PFPC shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC in writing. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts in performing services provided for under this Agreement. PFPC shall be liable for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's willful misfeasance, bad faith, negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, PFPC shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC reasonably believes to be genuine; or (B) subject to Section 10, delays or errors or loss of data occurring by reason of circumstances beyond PFPC's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable to the Fund for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates. (d) Notwithstanding anything in this Agreement to the contrary, the Fund shall not be liable to PFPC nor its affiliates for any consequential, special or indirect losses or damages which PFPC or its affiliates may incur or suffer by or as a consequence of PFPC's performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by the Fund.

  • Responsibility of Parties 47.3.1 The Parties agree to abide by the following if a forecast cannot be agreed to: Local Interconnection Trunk Groups will be provisioned to the higher forecast. A blocking standard of one percent (1%) during the average busy hour shall be maintained. Should the Parties not agree upon the forecast, and the Parties engineer facilities at the higher forecast, the Parties agree to abide by the following: a. In the event that CLEC over-forecasts its trunking requirements by twenty percent (20%) or more, and CenturyLink acts upon this forecast to its detriment, CenturyLink may recoup any actual and reasonable expense it incurs. b. The calculation of the twenty percent (20%) over-forecast will be based on the number of DS1 equivalents for the total traffic volume exchanged between the Parties. 47.3.2 In addition to the joint trunk group forecasting established in Section 47.1, discussions to provide relief to existing facilities can be initiated by either Party. Actual system augmentations will be initiated upon mutual agreement. 47.3.3 Both Parties will perform a joint validation to ensure current Interconnection Facilities and associated trunks have not been over-provisioned. If any facilities and/or associated trunks are over-provisioned, they will be turned down where appropriate. Trunk design blocking criteria described in Section 59.2.3 will be used in determining trunk group sizing requirements and forecasts. 47.3.4 If, based on the forecasted equivalent DS1 growth, the existing facilities are not projected to exhaust within one year, the Parties will suspend further relief planning on this Interconnection until a date one (1) year prior to the projected exhaust date. If growth patterns change during the suspension period, either Party may re-initiate the joint planning process. 47.3.5 Both Parties will negotiate a project service date and corresponding work schedule to construct relief facilities prior to facilities exhaust.

  • RESPONSIBILITY OF PFPC TRUST (a) PFPC Trust shall be under no duty to take any action on behalf of the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust in writing. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing services provided for under this Agreement. PFPC Trust agrees to indemnify and hold harmless the Fund from Losses arising out of PFPC Trust's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith, negligence or reckless disregard of its duties under this Agreement. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which PFPC Trust reasonably believes to be genuine; or (B) subject to Section 10 of this Agreement, delays or errors or loss of data occurring by reason of circumstances beyond PFPC Trust's control, including acts of civil or military authority, national emergencies, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable to the Fund or to any Portfolio for any consequential, special or indirect losses or damages which the Fund may incur or suffer by or as a consequence of PFPC Trust's or its affiliates' performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.

  • RESPONSIBILITY OF THE FUND With respect to each Loan held by the Custodian hereunder in accordance with the provisions hereof, the Fund shall (a) cause the Financing Documents evidencing such Loan to be delivered to the Custodian; (b) include with such Financing Documents an amortization schedule of payments (the “Payment Schedule”) identifying the amount and due dates of scheduled principal payments, the Interest Payable Date(s) and related payment amount information, and such other information with respect to the related Loan and Financing Documents as the Custodian reasonably may require in order to perform its services hereunder (collectively, “Loan Information”), in such form and format as the Custodian reasonably may require; (c) take, or cause the investment manager to take, all actions necessary to acquire good title to such Loan (or the participation in such Loan, as the case may be), as and to the extent intended to be acquired; and (d) cause the Custodian to be named as its nominee for payment purposes under the Financing Documents or otherwise provide for the direct payment of the Payments to the Custodian. The Custodian shall be entitled to rely upon the Loan Information provided to it by the Fund (or the investment manager acting on its behalf) without any obligation on the part of the Custodian independently to verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness thereof; and the Custodian shall have no liability for any delay or failure on the part of the Fund in providing necessary Loan Information to the Custodian, or for any inaccuracy therein or incompleteness thereof. With respect to each such Loan, the Custodian shall be entitled to rely on any information and notices it may receive from time to time from the related bank agent, Obligor or similar party with respect to the related Loan, and shall be entitled to update its records on the basis of such information or notices received, without any obligation on its part independently to verify, investigate or recalculate such information.

  • Responsibility of the Parties 5.1. The Parties undertake to indemnify each other for any damage (loss) caused by their partial or complete non-performance or improper performance of the Agreement, and the indemnification of damage (loss) does not relieve the Parties from the performance/payment of their obligations under the Agreement. 5.2. In addition, the Customer shall be liable for any damage (loss) caused to the Bank by its partial or complete non-performance or improper performance of the Agreement. Inter alia, unless the Bank decides otherwise, in the event of a breach of the term specified in the Section 3.3.4. of Annex N1 to the Collection Agreement, Bank is entitled to charge the Custumer with additional amount of the respective Interest (as the damage (loss) inflicted) for the period of breach of the term or the Bank shall be entitled to repay the above obligations not later than 14 (fourteen) calendar days after the written application. Indemnification of the damage (loss) does not release the Customer from the performance/payment of the obligations under the Agreement. 5.3. Without prejudice to the provisions of Sections 5.1. and 5.2. of Annex N1 to the Collection Agreement, in order to ensure full and proper performance of the Customer’s obligations under the Agreement, and, respectively, to secure the Bank’s rights and claims, the Customer hereby expressly gives its prior consent that the Bank is fully authorized to: 5.3.1. In the case of several debt arrears, determine the sequence and order of payments of 5.3.2. Block any Account of the Customer without acceptance in the amount of the payment due and in accordance with its applicable rules until any payment under the Agreement is fully and duly covered; 5.3.3. Write off without acceptance all payments due from the any Account of the Customer, and if the payment and the amount available on the Account are in different currencies, the Bank itself can perform conversion at the commercial rate of exchange applicable at the Bank on the date of payment or at the rate of exchange agreed with the Customer (if any), and write off also the conversion cost without acceptance from the Account, and channel the converted amount to cover the appropriate payments. 5.4. During the period of Force Majeure, the Bank shall not be liable for complete or partial nonfulfillment or improper fulfillment of its obligations under the Agreement. 5.5. In the event of Force Majeure, the Parties shall be guided by ICC Uniform Rules.