Disciplinary Action and Termination Sample Clauses

Disciplinary Action and Termination. Either party may terminate this Agreement at any time upon written notice sent to the last known address of the other party. In such event, the effective date of termination is the date notice was sent.
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Disciplinary Action and Termination. Provider acknowledges and agrees that, under the Plan Contract, Local Initiative has the right to require Health Plan to suspend assignment of new enrollees to Provider, to transfer Health Plan Medi-Cal Members from Provider or require Health Plan to terminate an individual provider employed or contracted by Provider under the Agreement from the Local Initiative Medi-Cal Plan at any time, subject to such review or appeal right as may be provided pursuant to the Plan Contract, as amended from time to time.
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Disciplinary Action and Termination. If the Program Director determines that Resident has failed to comply with any specific obligations or intent of this Agreement, including any material violation of a Policy, he/she shall be authorized to issue disciplinary action or terminate this Agreement as appropriate; provided, however, that any such disciplinary action or termination shall be subject to the hearing and review procedure for Residents at the Hospital. The Hospital may immediately suspend Resident based on concerns that Resident could adversely affect patient or employee safety or pending an investigation into an allegation of misconduct. Such suspension may be addressed through the hearing and review procedure for Residents at the Hospital.
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Disciplinary Action and Termination of Employment - of this Agreement will not apply. PART G – LEAVE ENTITLEMENTS AND ARRANGEMENTS
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Disciplinary Action and Termination. The principle objective of any disciplinary action shall be to improve the performance and efficiency of the employee. The following are FCC’s disciplinary actions:
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Disciplinary Action and Termination. 14.1 Any failure to adhere to any of the terms set out in this Agreement May result in disciplinary action or termination, as determined by Paddle Australia. Disciplinary action may include a variety of sanctions including but not limited to, verbal or written reprimand, suspension or revoking their certification. 14.2 Either party may terminate this Agreement at any time with, or without, prior notice and without any reason for doing so. Despite being under no obligation to do so, Paddle Australia would be grateful if you provided at least two weeks' notice if you no longer wish to be a classifier. 14.3 At regular intervals we may seek to discuss the progress of any activities which you undertake, and confirm that you are happy to continue with your classifier role with Paddle Australia. 14.4 On ceasing to be a classifier, you will need to immediately return to us any Paddle Australia property in your possession including (but not limited to) confidential information, documents, records, computer files, tools, manuals, and any other items provided for you to conduct your role as classifier.
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Disciplinary Action and Termination. A PM accused of violating the conditions of his or her employment will meet with his or her Hall Director to discuss the accusation. The Hall Director may gather additional evidence and may consult with the Associate Director of University Housing before making a decision about the case. If a Hall Director determines that a PM’s performance is substandard but does not warrant termination of the employee’s appointment, s/he will issue a letter to alert the staff member that his or her work is unsatisfactory will include performance evaluations, and recommendations for improving the PM’s performance. If a Hall Director determines that a PM’s performance is seriously deficient in one or more areas, s/he may issue a letter of termination. Any sanction letters and supporting evidence will be placed in the student’s personnel file.  Failure to meet job expectations will result in a letter or termination  PMs must remain in good behavioral (no disciplinary sanctions) and financial standing with University Housing and the University. Failure to do so will result in a letter or termination.  For all sanctions: o Any appeals regarding the disciplinary process will be heard by the Associate Director of University Housing. The Associate Director’s decision is final. Appeals should be directly sent to him or her in writing within 3 business days of the disciplinary letter. o A review of the disciplinary process will be evaluated with the following criteria:  Consistency of the processAppropriate documentation  Discrimination on the basis of race, color, religion, sex (except where sex is a bona fide occupational qualification), national origin, age, disability, sexual orientation or veteran status or violation of free speech rights. A PM whose employment has been discontinued without cause may request a review only on the ground of discrimination on the basis of race, color, religion, sex (except where sex is a bona fide occupational qualification), national origin, age, disability, sexual orientation or veteran status or violation of free speech rights. Usually, when a PM does not meet performance expectations, the supervisor of the PM is expected to guide the development of the PM. This is done by clearly indicating to the PM that he/she is not meeting performance expectations. Conversations between the PM and the Hall Director along with action plans should be documented in writing so that expectations and consequences are clear. However, in some circumstanc...
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Disciplinary Action and Termination. An RA accused of violating the conditions of his or her employment will meet with his or her Hall Director to discuss the accusation. The Hall Director may gather additional evidence and may consult with the Associate Director of University Housing before making a decision about the case. If a Hall Director determines that an XX’s performance is substandard but does not warrant termination of the employee’s appointment, s/he will issue a letter to alert the staff member that his or her work is unsatisfactory and will include performance evaluations and recommendations for improving the RA’s performance. If a Hall Director determines that an RA’s performance is seriously deficient in one or more areas, s/he may issue a letter of termination. Any sanction letters and supporting evidence will be placed in the student’s personnel file.  Failure to meet job expectations will result in a letter or termination  RAs must remain in good behavioral (no disciplinary sanctions) and financial standing with University Housing and the University. Failure to do so will result in a letter or termination.  For all sanctions: o Any appeals regarding the disciplinary process will be heard by the Associate Director of University Housing. The Associate Director’s decision is final. Appeals should be directly sent to him or her in writing within 3 business days of the disciplinary letter.
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Related to Disciplinary Action and Termination

  • Winding Up and Termination (a) Upon the occurrence of a Dissolution Event, the property and business of the Company shall be wound up by the Board or, in the event of the unavailability of the Board, by a Person designated as a liquidating trustee by the Board (the Board or such liquidating trustee, the “Liquidating Trustee”). Subject to the requirements of applicable law and the further provisions of this Section 6.2, the Liquidating Trustee shall have discretion in determining whether to sell or otherwise dispose of Company assets or to distribute the same in kind and the timing and manner of such disposition or distribution. While the Company continues to hold assets, the Liquidating Trustee may in its discretion expend funds, acquire additional assets and borrow funds. The Liquidating Trustee may also authorize the payment of fees and expenses reasonably required in connection with the winding up of the Company and any fees and expenses payable pursuant to any agreement to which the Company is party. (b) Within a reasonable period of time following the occurrence of a Dissolution Event, after allocating all items of income, gain, loss or deduction pursuant to Section 3.4, the Company’s assets (except for assets reserved pursuant to Section 6.3) shall be applied and distributed in the following manner and order of priority: (i) the claims of all creditors of the Company (including Members except to the extent not permitted by law) shall be paid and discharged other than liabilities for which reasonable provision for payment has been made; and (ii) to the Members in the same manner as Distributions under Section 3.3. Notwithstanding anything to the contrary in this Agreement, liquidating distributions shall be made no later than the last to occur of (x) 90 days after the date of disposition (including pursuant to Section 6.3 of the last remaining asset of the Company and (y) the end of the Company’s taxable year in which the disposition referred to in clause (x) shall occur. (c) The Liquidating Trustee shall allocate securities for distribution in kind to the Members. Notwithstanding any other provision of this Agreement, the amount by which the Fair Value of any property to be distributed in kind to the Members (including property distributed in liquidation and property distributed pursuant to Section 3.3) exceeds or is less than the adjusted basis of such property shall, to the extent not otherwise recognized by the Company, be taken into account in computing income, gains and losses of the Company for purposes of crediting or charging the Capital Account of, and distributing proceeds to, the Members, pursuant to this Agreement. (d) When the Liquidating Trustee has completed the winding up described in this Section 6.2, the Liquidating Trustee shall cause the Termination of the Company.

  • Resignation and Termination An Authenticating Agent may resign by notifying the Indenture Trustee and the Owner Trustee. The Indenture Trustee may terminate the agency of an Authenticating Agent by notifying the Authenticating Agent and the Owner Trustee.

  • Duration and Termination This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

  • Release and Termination (a) Upon any sale, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guaranty, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from the International Registry or any other registry or (B) the Collateral Agent is required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed released from the Lien hereof. (b) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination. (c) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.

  • Terms and Termination (a) Either party may terminate this Agreement without cause on or after July 31, 2002 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

  • COMMENCEMENT AND TERMINATION 10.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein. 10.2 This Agreement shall terminate without penalty: a. As to any Participating Fund, at the option of Insurance Company or the Participating Fund at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the respective Participating Fund and Insurance Company; b. As to any Participating Fund, at the option of Insurance Company, if shares of that Participating Fund are not reasonably available to meet the requirements of the Contracts as determined by Insurance Company. Prompt notice of election to terminate shall be furnished by Insurance Company, said termination to be effective ten days after receipt of notice unless the Participating Fund makes available a sufficient number of shares to meet the requirements of the Contracts within said ten-day period; c. As to a Participating Fund, at the option of Insurance Company, upon the institution of formal proceedings against that Participating Fund by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in Insurance Company's reasonable judgment, materially impair that Participating Fund's ability to meet and perform the Participating Fund's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by Insurance Company with said termination to be effective upon receipt of notice; d. As to a Participating Fund, at the option of each Participating Fund, upon the institution of formal proceedings against Insurance Company by the Commission, National Association of Securities Dealers or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in the Participating Fund's reasonable judgment, materially impair Insurance Company's ability to meet and perform Insurance Company's obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by such Participating Fund with said termination to be effective upon receipt of notice; e. As to a Participating Fund, at the option of that Participating Fund, if the Participating Fund shall determine, in its sole judgment reasonably exercised in good faith, that Insurance Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity is likely to have a material adverse impact upon the business and operation of that Participating Fund or Dreyfus, such Participating Fund shall notify Insurance Company in writing of such determination and its intent to terminate this Agreement, and after considering the actions taken by Insurance Company and any other changes in circumstances since the giving of such notice, such determination of the Participating Fund shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination; f. As to a Participating Fund, upon termination of the Investment Advisory Agreement between that Participating Fund and Dreyfus or its successors unless Insurance Company specifically approves the selection of a new Participating Fund investment adviser. Such Participating Fund shall promptly furnish notice of such termination to Insurance Company; g. As to a Participating Fund, in the event that Participating Fund's shares are not registered, issued or sold in accordance with applicable federal law, or such law precludes the use of such shares as the underlying investment medium of Contracts issued or to be issued by Insurance Company. Termination shall be effective immediately as to that Participating Fund only upon such occurrence without notice; h. At the option of a Participating Fund upon a determination by its Board in good faith that it is no longer advisable and in the best interests of shareholders of that Participating Fund to continue to operate pursuant to this Agreement. Termination pursuant to this Subsection (h) shall be effective upon notice by such Participating Fund to Insurance Company of such termination; i. At the option of a Participating Fund if the Contracts cease to qualify as annuity contracts or life insurance policies, as applicable, under the Code, or if such Participating Fund reasonably believes that the Contracts may fail to so qualify; j. At the option of any party to this Agreement, upon another party's breach of any material provision of this Agreement; k. At the option of a Participating Fund, if the Contracts are not registered, issued or sold in accordance with applicable federal and/or state law; or l. Upon assignment of this Agreement, unless made with the written consent of every other non-assigning party. Any such termination pursuant to Section 10.2a, 10.2d, 10.2e, 10.2f or 10.2k herein shall not affect the operation of Article V of this Agreement. Any termination of this Agreement shall not affect the operation of Article IX of this Agreement. 10.3 Notwithstanding any termination of this Agreement pursuant to Section 10.2 hereof, each Participating Fund and Dreyfus may, at the option of the Participating Fund, continue to make available additional shares of that Participating Fund for as long as the Participating Fund desires pursuant to the terms and conditions of this Agreement as provided below, for all Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if that Participating Fund and Dreyfus so elect to make additional Participating Fund shares available, the owners of the Existing Contracts or Insurance Company, whichever shall have legal authority to do so, shall be permitted to reallocate investments in that Participating Fund, redeem investments in that Participating Fund and/or invest in that Participating Fund upon the making of additional purchase payments under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 10.2 hereof, such Participating Fund and Dreyfus, as promptly as is practicable under the circumstances, shall notify Insurance Company whether Dreyfus and that Participating Fund will continue to make that Participating Fund's shares available after such termination. If such Participating Fund shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect and thereafter either of that Participating Fund or Insurance Company may terminate the Agreement as to that Participating Fund, as so continued pursuant to this Section 10.3, upon prior written notice to the other party, such notice to be for a period that is reasonable under the circumstances but, if given by the Participating Fund, need not be for more than six months. 10.4 Termination of this Agreement as to any one Participating Fund shall not be deemed a termination as to any other Participating Fund unless Insurance Company or such other Participating Fund, as the case may be, terminates this Agreement as to such other Participating Fund in accordance with this Article X.

  • Duration and Termination of this Agreement This Agreement shall remain in force until March 1, 1998, and continue in force from year to year thereafter, but only so long as such continuance is specifically approved at least annually (a) by the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (b) by the Trustees of the Trust, or by the vote of a majority of the outstanding voting securities of the Fund. The aforesaid requirement that continuance of this Agreement be "specifically approved at least annually" shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder and any applicable SEC exemptive order therefrom. This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by the vote of a majority of the outstanding voting securities of the Fund or by the Trust's Board of Trustees on 60 days' written notice to you, or by you on 60 days' written notice to the Trust. This Agreement shall terminate automatically in the event of its assignment. This Agreement may be terminated with respect to the Fund at any time without the payment of any penalty by the Board of Trustees or by vote of a majority of the outstanding voting securities of the Fund in the event that it shall have been established by a court of competent jurisdiction that you or any of your officers or directors has taken any action which results in a breach of your covenants set forth herein.

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or (iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.

  • Modification and Termination No agreement to modify, amend, extend, supersede, terminate, or discharge this Settlement Agreement, or any portion thereof, is valid or enforceable unless it is in writing and signed by all Parties to this Settlement Agreement.

  • Disposition and Termination (a) The Parties shall act in accordance with, and Escrow Agent shall release the Escrow Deposit or portion thereof in this Section 3(a) as follows: (i) Party B will deliver a written direction letter, with e-mail being sufficient, in substantially the form of Exhibit A annexed hereto (the “Direction Letter”) to Escrow Agent (i) confirming to Escrow Agent that the closing under the Agreement and Plan of Merger dated as of January 16, 2020 (the “Merger Agreement”) by and among Party B, Far Point Acquisition Corporation, a Delaware corporation (“FPAC”) and the other parties thereto is scheduled to be consummated on the next Business Day following delivery of the Direction Letter and (ii) directing Escrow Agent to disburse from the Escrow Account the Escrow Deposit to the account of FPAC specified herein (the “FPAC Account”). Following receipt of the Direction Letter, Escrow Agent shall promptly disburse, via wire transfer of immediately available funds, the Escrow Deposit to the FPAC Account and provide to Party A and Party B federal reference numbers for the wire transfer. If the Forward Purchase Price (as defined in the Forward Purchase Agreement dated as of May 18, 2018 between FPAC and Party A) is less than the Escrow Deposit, then Party A and Party B shall, no later than the Closing Date, deliver a direction letter (signed by each of them) to Escrow Agent to disburse the amount equal to the excess of the Escrow Deposit over the Forward Purchase Price to Party A on or promptly after the Closing Date. If the Merger Agreement has been terminated (as may be confirmed to Escrow Agent by Party A or Party B), then the Escrow Deposit will be immediately (and in any event, within one (1) Business Day) returned to Party A. The Parties acknowledge and agree that Party A shall have no right to object to any Direction Letter and any objection or other instruction which attempts to prevent or delay the release of any such funds pursuant to any Direction Letter shall be ignored by the Escrow Agent without any liability. Escrow Agent may rely upon the validity, accuracy, and content of the statements contained in any Direction Letter or confirmation delivered pursuant to this Section 3. Party B shall simultaneously provide a copy of any Direction Letter to Party A. Escrow Agent shall be entitled to conclusively presume that Party A contemporaneously received each Direction Letter received by Escrow Agent. (ii) Escrow Agent shall disburse the Escrow Deposit, or any portion thereof, to Party A upon the joint written instruction of both Party A and Party B in substantially the form of Exhibit B annexed hereto (a “Joint Instruction”). Notwithstanding anything to the contrary set forth in Section 8, and other than as set forth above, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Deposit, must be in writing and executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of the designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedule 1-A and 1-B (each an “Authorized Representative”), and delivered to Escrow Agent only by confirmed facsimile or as a Portable Document Format (“PDF”) attached to an email only at the fax number or email address set forth in Section 8 below. Each Designation of Authorized Representatives shall be signed by a Secretary, any Assistant Secretary or other duly authorized person of the named Party. No instruction for or related to the transfer or distribution of the Escrow Deposit shall be deemed delivered and effective unless Escrow Agent actually shall have received it by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 8 and in the case of a facsimile, as evidenced by a confirmed transmittal to the Party’s or Parties’ transmitting fax number. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Escrow Deposit if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow Agent. Notwithstanding anything to the contrary, the Parties acknowledge and agree that Escrow Agent (i) shall have no obligation to take any action in connection with this Agreement on a non-Business Day and any action Escrow Agent may otherwise be required to perform on a non-Business Day may be performed by Escrow Agent on the following Business Day and (ii) may not transfer or distribute the Escrow Deposit until Escrow Agent has completed its security procedures. (b) Each Party authorizes Escrow Agent to use the funds transfer instructions (“Initial Standing Instructions”) specified for it below to disburse any funds due to FPAC without a verifying call-back or email confirmation as set forth below: FPAC: Bank Name: Bank Address: ABA number: Credit A/C Name: Credit A/C # If Applicable: FFC A/C Name: FFC A/C #: FFC A/C Address: (c) In the event any funds transfer instructions other than the Initial Standing Instructions are set forth in a permitted instruction from a Party or the Parties in accordance with this Agreement (any such additional funds transfer instructions, “Additional Standing Instructions” and, together with the Initial Standing Instructions, the “Standing Instructions”), Escrow Agent will confirm such Additional Standing Instructions by a telephone call-back or email confirmation to an Authorized Representative of such Party or Parties, and Escrow Agent may rely and act upon the confirmation of anyone purporting to be that Authorized Representative. No funds will be disbursed until such confirmation occurs. Each Party agrees that after such confirmation, Escrow Agent may continue to rely solely upon such Additional Standing Instructions and all identifying information set forth therein for such beneficiary without an additional telephone call-back or email confirmation. Further, it is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to any Standing Instructions, only the date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation. (d) The persons designated as Authorized Representatives and telephone numbers for same may be changed only in a writing executed by an Authorized Representative or other duly authorized person of the applicable Party setting forth such changes and actually received by Escrow Agent via facsimile or as a PDF attached to an email. Escrow Agent will confirm any such change in Authorized Representatives by a telephone call-back or email confirmation to an Authorized Representative and Escrow Agent may rely and act upon the confirmation of anyone purporting to be that Authorized Representative. (e) Escrow Agent, any intermediary bank and the beneficiary’s bank in any funds transfer may rely upon the identifying number of the beneficiary’s bank or any intermediary bank included in a funds transfer instruction provided by a Party or the Parties and, if applicable, confirmed in accordance with this Agreement. Further, the beneficiary’s bank in the funds transfer instructions may make payment on the basis of the account number provided in such Party’s or the Parties’ instruction and, if applicable, confirmed in accordance with this Agreement even though it identifies a person different from the named beneficiary.

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