Administration; Standard of Care Sample Clauses

Administration; Standard of Care. Letter of Credit Issuing Bank will administer each Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third paragraph of this Section 4.08, Letter of Credit Issuing Bank shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participation existed. Each Participating Bank acknowledges that its Participation hereunder is without recourse to any Letter of Credit Issuing Bank and that each such Participating Bank expressly assumes all risk of loss in connection with its Participation in the Letters of Credit as if such Participating Bank had directly provided such Letters of Credit. No Letter of Credit Issuing Bank shall have any liability express or implied, for any action taken or omitted to be taken by such Letter of Credit Issuing Bank or for any failure or delay in exercising any right or power possessed by such Letter of Credit Issuing Bank under any of the Loan Documents except for actual losses, if any, suffered by any Participating Bank that are proximately caused either by such Letter of Credit Issuing Bank’s gross negligence or by such Letter of Credit Issuing Bank’s willful misconduct, in each case as determined by a court of competent jurisdiction in a final and non-appealable judgment. Without limiting the foregoing, each Letter of Credit Issuing Bank (a) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by such Letter of Credit Issuing Bank, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such persons, (b) shall be entitled to rely on, and shall incur no liability by acting upon, any conversation, notice, consent, certificate, statement, order, or any document or other writing (including, without limitation, telegraph, telex, telecopy, TWX, or other telecommunication device) believed by such Letter of Credit Issuing Bank to be genuine and correct and to have been signed, sent, or made by the proper person, (c) makes no warranty or representation of any kind or character relating to any Letter of Credit Account Party or the Collateral, and shall not be responsible for any warranty or representation made in or in connection with...
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Administration; Standard of Care. The relationship between Owner and Contractor is one of trust and confidence, with Owner relying upon Contractor for fair and honest, as well as experienced and competent judgments and opinions regarding all aspects of the Project. Contractor shall perform the Work required by the Contract Documents, or if not otherwise specified in the Contract Documents, in accordance with the applicable standard of care, Good Design-Build Practice, or the quality generally recognized and accepted within the construction industry. Contractor shall fully cooperate with Owner, Construction Manager, Construction Manager’s Design-Professional, and Owner’s Separate Contractors in furthering the interests of Owner with respect to the Project. Contractor agrees to furnish efficient business administration, project management, and project oversight, and to use its best efforts to furnish at all times an adequate supply of qualified design professionals and procurement, construction, safety and quality assurance professionals, workers, craft labor, supervision, construction equipment, and materials. Contractor shall perform the Work in the most expeditious and economical manner consistent with good design and construction practices.
Sample 1
Administration; Standard of Care. The Issuing Bank will administer the Letter of Credit in the ordinary course of business and in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances. Except as expressly set forth in the third paragraph of this Section 4.08, the Issuing Bank shall be entitled to use its discretion in taking or refraining from taking any actions in connection with any of the foregoing as if it were the sole party involved in any of the foregoing and no Participations existed. Each Participating Lender acknowledges that its Participations hereunder are without recourse to the Issuing Bank and that each such Participating Lender expressly assumes all risk of loss in connection with its Participation in the Letters of Credit as if such Participating Lender had directly provided such Letters of Credit. The Issuing Bank shall have no liability, express or implied, for any action taken or omitted to be taken by the Issuing Bank or for any failure or delay in exercising any right or power possessed by the Issuing Bank under any of the Loan Documents except for actual losses, if any, suffered by any Participating Lender that are proximately caused either by the Issuing Bank's gross negligence or by the Issuing Bank's willful misconduct. Without limiting the foregoing, the Issuing Bank (1) may consult with legal counsel, independent public accountants, appraisers, and other experts, selected by the Issuing Bank,
Sample 1

Related to Administration; Standard of Care

  • Servicer’s Standard of Care In performing Serviced Duties hereunder with respect to any Serviced Appointment, the Purchasers shall comply with the terms of the applicable Serviced Corporate Trust Contracts, including the standard of care set forth therein (including the standard that applies in the case of an event of default), and shall perform the Serviced Duties in accordance with the terms of the applicable Serviced Corporate Trust Contracts and this Agreement and in compliance with applicable Law, including, as applicable, Item 1122 of Regulation AB and 12 C.F.R. Part 9, as though the Purchasers were directly responsible for the Serviced Duties under the applicable Serviced Corporate Trust Contracts. Each of the Purchasers covenants and agrees that it shall perform the Serviced Duties in a manner consistent with (and with a standard of care no less than) the Purchasers’ practices in servicing its own corporate trust business (including the Business acquired by the Purchasers), and, with respect to each Serviced Appointment, in accordance with the applicable Serviced Corporate Trust Contract.

  • Standard of Care In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

  • General Standard of Care The Custodian shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement, and shall be liable to the Funds for all loss, damage and expense incurred or suffered by the Funds, resulting from the failure of the Custodian to exercise such reasonable care and diligence or from any other breach by the Custodian of the terms of this Agreement.

  • Liability; Standard of Care Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser’s duties and obligations under this Agreement.

  • STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

  • Institution Standards Residents are also responsible for reading, understanding and adhering to the academic and non-academic policies and procedures that have been established by the Institution, including the Code of Conduct and its penalties.

  • Coordination of Care (a) The MA Dual SNP is responsible for coordinating the delivery of all benefits covered by both Medicare and Medicaid for Dual Eligible Members and Other Dual SNP Members who are eligible for LTSS including when benefits are delivered via Medicaid fee-for-service, making reasonable efforts to coordinate Medicare Advantage benefits provided by the MA Dual SNP with LTSS provided through Texas Health and Human Services Commission and the STAR+PLUS HMOs. Coordination of Care must include the following for these members: (1) identify providers of covered Medicaid LTSS in the Texas service areas identified in Attachment A, Proposed MA Product Service Areas; (2) help access needed Medicaid LTSS, to the extent they are available to the member; (3) help coordinate the delivery of Medicaid LTSS and Medicare benefits and services; and (4) provide training to its Network Providers regarding Medicaid LTSS so that they may help members receive needed LTSS that are not covered by Medicare. The MA Dual SNP must inform Network Providers of the Medicare benefits and Medicaid LTSS available to Dual Eligible Members and Other Dual SNP Members. (b) The MA Dual SNP’s Coordination of Care efforts for LTSS may include protocols for working with STAR+PLUS service coordinators or HHSC caseworkers, as well as protocols for reciprocal referral and communication of data and clinical information regarding Dual Eligible Members with the coordinators and caseworkers. (c) MA Dual SNPs that are not designated as HIDE-SNPs by CMS must provide timely notification of all admissions to a hospital and SNF to the STAR+PLUS MCO via a secure file transfer. The file shall be organized and populated in accordance with the template provided by HHSC. For the purposes of this section, timely notification is defined as no later than two business days from which the MA Dual SNP becomes aware that a High Risk Dual Eligible Member has been admitted. If the MA Dual SNP delegates responsibility for information sharing to its contracted hospitals and SNFs, the MA Dual SNP will require its contracted hospitals and SNFs meet the same information sharing requirements on admissions as required of the MA Dual SNP by this Agreement. The MA Dual SNP retains ultimate responsibility for compliance with the information sharing requirements in this Agreement. (d) The MA Dual SNP is responsible for the coordination of both Medicare and Medicaid benefits, regardless of whether a Dual Eligible Member is enrolled with the MA Dual SNP’s companion Health Plan for Medicaid. (e) The MA Dual SNP must provide HHSC with the name of the contact person at the MA Dual SNP who must be responsible for the coordination of care for dual eligible members. The MA Dual SNP must provide the following information to the HHSC designated point of contact referenced in Section 9.06: the MA Dual SNP coordination of care contact person’s name, telephone number, and e-mail address. (f) The MA Dual SNP must also establish a contact person with each STAR+PLUS MCO and provide the same information required in (d) to each STAR+PLUS MCO.

  • STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.

  • Reformulation Standards A “reformulated” product (a) contains lead in concentrations that do not exceed 90 parts per million, equivalent to 0.009%, in any exterior parts analyzed pursuant to U.S. Environmental Protection Agency (EPA) methodologies 3050B and 6010B, or (b) yields a result of no more than 1.0 micrograms of lead when sampled according to NIOSH 9100 protocol and analyzed according to EPA 6010B. In addition to the above tests, the Settling Entity may use equivalent methods utilized by any California or federal agency to determine lead content in a solid substance or the amount of the bioavailability of the toxicant through a wipe test, respectively.

  • Standards Any additions, modifications, or replacements made to a Party’s facilities shall be designed, constructed and operated in accordance with this Agreement, NYISO requirements and Good Utility Practice.

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