Fiduciary Services Sample Clauses

Fiduciary Services. Upon the request of Sunburst, Choice shall provide ------------------ the Fiduciary Services, as set forth in Exhibit G, in its administration of Claims for disability (including payment), retirement, stock and deferred compensation benefits (and appeals of denied or disputed Claims with respect thereto), and in its final review of appeals of denied or disputed Claims and COBRA Claims under the Medical/Dental Plans. Choice shall obtain and maintain customary such fiduciary insurance coverage. Other than the fiduciary services set forth in Exhibit G, Choice is vested only with ministerial authority and shall have no discretionary authority to make decisions as to policies, interpretations, practices and procedures under any of the Plans (except to the extent otherwise set forth in Exhibit G), but shall perform its duties and functions under this Agreement within the framework of the terms of each of the Plans and policies, interpretations, rules, practices and procedures made by Sunburst. Except as otherwise specified in this Section 2.6, Choice is not a fiduciary with respect to any of the Plans and shall not be considered the Plan Administrator, fiduciary, or named fiduciary under any of the Plans, within the meaning of those terms as defined in ERISA.
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Fiduciary Services. For the first 17-months of this Agreement, the Wayne County Department of Environment has agreed to provide fiduciary services for the collection and expenditure of Community assessments paid under the terms of this Agreement. It is understood that the Community assessments paid under the terms of this Agreement will be used only for the services identified in the revised 2003 Assembly Budget attached as Appendix B, and the services and budget subsequently adopted by the Assembly for 2004. The total assessment for each community for the first 17-months of operation of the Assembly (i.e., calendar year 2003 and 2004) shall not exceed twice the annual assessment identified in Appendix A. It is further understood that the assessments paid may be used to provide the required local match for federal grant dollars used to support the annual Assembly budget. Wayne County has agreed to provide the Executive Committee full and complete access to records concerning the use of the funds collected from the members so that all expenditures of monies collected through assessments to members can be audited through a process determined to be appropriate by the Finance Committee. Wayne County has further agreed to provide a financial accounting of all funds collected and expended to the Assembly within 45 days following the end of the first five months of operation, and within 45 days following the end of each calendar year. Wayne County shall obtain Executive Committee concurrence before expenditure of any of the Community assessments collected. It is understood that the existing provider arrangements for many if not all of the services identified in Appendix B may be most efficiently and cost effectively managed in the transition period through the existing Rouge Project contracts administered by Wayne County, or by Wayne County staff currently assigned these responsibilities. Before December 1, 2004, the Assembly will determine how fiduciary responsibilities will be managed beginning on January 1, 2005.
Sample 1
Fiduciary Services. 7.1 The Fiduciary shall act only upon written instructions received from the undisclosed beneficial owner of the asset held by the Fiduciary. 7.2 The Fiduciary is bound to carry out its fiduciary obligations with utmost good faith and to act honestly in all cases. 7.3 In the performance of its fiduciary obligations, the Fiduciary is also bound: (a) to exercise the diligence of a bonus pater familias; (b) to avoid any conflict of interest; (c) not to receive undisclosed or unauthorised profit from its position as fiduciary; (d) to keep any assets held in a fiduciary capacity segregated from its personal property and that of other undisclosed beneficial owners towards whom the Fiduciary may have similar obligations; (e) to maintain suitable records in writing of the interest of each undisclosed beneficial owner to whom such fiduciary obligations are owed; (f) to render account in relation to the assets held in a fiduciary capacity; and (g) to return on demand the assets held in a fiduciary capacity to the undisclosed beneficial owner or as instructed by him or as otherwise required by applicable law. 7.4 The Fiduciary declares that: (a) it will hold the assets held in a fiduciary capacity upon trust for account and risk of the undisclosed beneficial owner; (b) all revenues, including but not limited to, capital gains, dividends and interest accrued or to accrue upon trust for the undisclosed beneficial owner or its successors in title, and agrees to transfer, pay and deal with such revenues in such manner as the undisclosed beneficial owner shall direct; (c) it will act in the best interest of the undisclosed beneficial owner; and (d) it will carry out its duties accurately and expeditiously, except where this would result in a breach of law or agreement by the Fiduciary and / or where compliance by the Fiduciary could not be reasonably required. 7.5 Should the Fiduciary and / or Vistra lose contact with the Client and / or the undisclosed beneficial owner of shares in a limited liability company and consequentially Vistra will terminate its business relationship, then the Fiduciary shall be authorised to, at its own cost, transfer such shares in the name of the undisclosed beneficial owner and register such transfer of shares with the competent authorities if required. This authorisation shall be irrevocable. The Fiduciary is also being irrevocably authorised by the undisclosed beneficial owner to sign any shareholders’ resolution or other document which ma...
Sample 1
Fiduciary Services. Assist with the coordination of services offered by Plan service providers and act as liaison (on an as needed basis) for the Plan. • Assist with initial employee enrollment, retirement and/or investment education meetings. Plan Conversion Broker Dealer/Representative will assist with converting the Plan from an existing record-keeping platform to a new record-keeping plat- form. This may include support in the following: • Assist with the preparation of Request for Proposal (RFP) from prospective new record-keeping platforms and review and compare the responses as well as help prepare a summary of the RFP. • Assist in the review and design of the plan’s investment menu, with recommendations as to the structure of the investment menu as well as recommendations for the investments to be offered. This includes support for mapping existing Plan investments to new Plan investments. • Assist with the coordination of services offered by Plan service providers and act as liaison (on an as needed basis) for the Plan. • Assist with participant meetings to educate on the conversion to a new platform and the timeline as it may affect the participants’ view/ accessibility to their accounts as well as to the potential new investment options and features being offered. Recommend and monitor investment options Broker Dealer/Representative will assist by periodically reviewing (at least annually) the investment options of the Plan’s investment menu and, when warranted, recommend possible change in investment option(s). This may also include support in the following: • Assist in development of an investment policy statement (IPS). If the Plan has an existing IPS then assist in the Plan’s review of the existing IPS in determining whether the Plan’s investments are consistent with the goals set forth in its IPS and assist in identifying appropriate revisions to the IPS. • Assist with identification and review of the Qualified Default Investment Alternative(s) (QDIA(s)) and provide recommendation, when warranted, to possible change in QDIA(s). • Assist with review of the investment objectives of the Plan to determine if the investment objectives continue to meet the needs and objectives of the Plan and its IPS. • Assist with providing third party investment reports. Plan Performance Review Conduct periodic review (at least annually) to assist with determining whether the terms of the Plan and the design thereof are meeting the needs of the Client and the Plan’s participants. ...
Sample 1
Fiduciary Services. Assist with review of the ERISA Section 408(b)(2) disclosures received to confirm the Plan has received any new or updated disclosures for each of the Plan’s Covered Service Providers. Perform research and provide reports to assist the Plan in evaluating reasonableness of fees and completion of services • Assist with educating/training the Plan committee in developing knowledge of their fiduciary obligations. This includes assisting in the development and maintenance of a file that includes documentation demonstrating prudent processes are being followed pertaining to the operation of the Plan. PARTICIPANT LEVEL SERVICES Participant Education Services Broker Dealer/Representative will coordinate and/or conduct periodic investment, enrollment and/or retirement education meetings for Plan participants as determined by the Plan. This may also include support in the following: • Assist in development of a participant education and communication strategy which fits the needs, objectives and demographics of the employee/Plan participant base. • Assist with review and comparison of the current needs and objectives of the Plan to the education program and goals to ensure the Plan continues to meet its objectives. • Assist in providing participant support via phone and email communication. EXCLUDED SERVICES In no event shall any of the selected services provided by Broker Dealer/Representative include any of the following excluded services or related responsibilities: • Tax Qualification. Reviewing or amending Plan documents for compliance with changes in tax qualification requirements. • Plan Contributions. Ensuring that contributions by Client or from participants are timely deposited with the trustee or custodian for the Plan. • Custody of Plan Assets. Taking custody or possession of any Plan assets. • Proxies. Rendering advice on, or taking any action with respect to, the voting of proxies solicited on behalf of any securities held in trust by the Plan. • Employer Stock Fund. Providing advice to the Plan fiduciaries regarding the prudence of adopting, maintaining, continuing or discontinuing any investments in employer stock or an employer stock fund. • Mutual Fund, Brokerage Windows. Providing investment advice to Plan fiduciaries regarding the prudence of maintaining or continuing any mutual fund window or brokerage account window under the Plan, or providing investment advice to participants concerning investments through any such window under the Plan. • Di...
Sample 1
Fiduciary Services. Xxxxxx Xxxxx will perform the fiduciary services described in Appendix A(1) (“Participant-Directed Plan Fiduciary Services”) for Participant-Directed Plans. In performing the Participant-Directed Plan Fiduciary Services, Xxxxxx Xxxxx is acting as (a) a Section 3(21) non- discretionary investment adviser of the Plan under ERISA for the purposes of providing the Participant-Directed Plan Fiduciary Services described in Appendix A(1); and (b) a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Sample 1
Fiduciary Services. Xxxxxx Xxxxx will perform the fiduciary services described in Appendix B(1) (“Pooled Plan Fiduciary Services”) for Pooled Plans. In performing the Pooled Plan Fiduciary Services, Xxxxxx Xxxxx is acting as (a) a Section 3(21) non-discretionary investment adviser of the Plan under ERISA for the purposes of providing the Pooled Plan Fiduciary Services described in Appendix B(1); and (b) a registered investment adviser under the Advisers Act. Participant-Directed Plan Fiduciary Services and Pooled Plan Fiduciary Services may be collectively referred to as “Fiduciary Services.”
Sample 1
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Fiduciary Services. Adviser shall provide Client the fiduciary services described in Exhibit A attached hereto (“Fiduciary Services”).
Sample 1
Fiduciary Services. RIA will perform the following services, referred to as “Fiduciary Services”: a. RIA shall provide non-discretionary investment advice to Client about investment alternatives available for the Plan in accordance with the Plan’s investment policies and objectives. Client shall have the final decision-making authority regarding the initial selection, retention, and removal of investment options. b. Assist in the development of an investment policy statement (IPS). The IPS establishes the investment policies and objectives for the Plan, and shall set forth the asset classes and investment categories to be offered under the Plan, as well as the criteria and standards for selecting and monitoring the investments. Client shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt the investment policy statement. c. Prepare periodic investment advisory reports that document consistency of fund management and performance to the guidelines set forth in the IPS and make recommendations to maintain or remove and replace investment options. d. Meet with Client on a periodic basis to discuss reports and recommendations. If the plan has elected to offer a “qualified default investment alternative” (“QDIA”) and RIA assists in the process of selecting the QDIA, the following language may be used. If no QDIA is offered, the following language should be omitted. e. Provide investment advice to the Client with respect to the selection of a qualified default investment alternative (“QDIA”) for participants who fail to make an investment election. IF RIA offers additional “fiduciary” services -- i.e., services relating to providing investment advisory services – those services should be described at this point.
Sample 1

Related to Fiduciary Services

  • Fiduciary Responsibilities Each Member shall exercise all powers and perform all duties in good faith and shall act in all matters consistent with the duty of loyalty and the duty of care. Pursuant to Section 00-00-000 of the Act, the Member acts in good faith if acting with a view to the interests of the limited liability company and of the members and with the degree of diligence, care and skill that ordinarily prudent persons would exercise in similar circumstances.

  • Fiduciary Matters It is acknowledged that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

  • No Advisory or Fiduciary Responsibility In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Lenders and their Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) no Lender or any of its Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and no Lender or any of its Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against each of the Lenders and their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

  • Fiduciary Duties Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

  • Disclaimer of Fiduciary Relationship The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Offered Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, (ii) in connection with the Offering contemplated by this Agreement and the process leading to such transaction, the Underwriters are and have been acting pursuant to a contractual relationship created solely by this Agreement and are not agents or fiduciaries of the Company or its securityholders, creditors, employees or any other party, (iii) no Underwriter has assumed nor will it assume any advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Securities contemplated by this Agreement or the process leading thereto (irrespective of whether such Underwriter or its affiliates has advised or is currently advising the Company on other matters) and each such Underwriter has no obligation to the Company with respect to the offering of the Securities contemplated by this Agreement except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) no Underwriter has provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated by this Agreement and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

  • Absence of Fiduciary Relationship The Company acknowledges and agrees that: (a) the Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; (c) neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; (d) it is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent and its affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and (e) it waives, to the fullest extent permitted by law, any claims it may have against the Agent or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company.

  • No Advisory or Fiduciary Relationship The Company acknowledges and agrees that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

  • No Fiduciary Relationship The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the offering of the Company’s Securities. The Company further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company hereby further confirms its understanding that no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

  • Fiduciary Relationship The Advisor, as a result of its relationship with the Company and the Operating Partnership pursuant to this Agreement, has a fiduciary responsibility and duty to the Company, the Stockholders and the partners in the Operating Partnership.

  • Student Responsibilities The school provided Chromebook for the student is an important learning tool to be used for educational purposes. In order to use the device each day, the student must be willing to accept the following responsibilities: ● I understand that district officials have the ability to monitor my use of the device AT ALL TIMES IN AND OUT OF SCHOOL and that communications, files, internet search activities, and any other actions using the device are not considered to be private. Note: RCCSD does not have the ability to and will not remotely operate the camera on the device. However, students can cover it when not in use to ensure others are not. ● I understand that the device assigned to me is on loan from Red Clay Consolidated School District. All accounts, programs, and files are subject to inspection at any time without notice. ● I will be responsible for ALL damage or loss of the device due to NEGLECT OR ABUSE including dropping it, getting it wet, and spills of food or drink. ● I will not try to repair my Chromebook. ● At ALL times when using my Chromebook, I will follow the Acceptable Use, Internet Safety Policy, and Student Code of Conduct, and related policies adopted by the Board of Education, and abide by all local, state, and federal laws. ● I will talk with my parent/guardian about their ground rules for going online when not at school. ● I will notify the school principal and my parents of any damage to the device as soon as possible. ● I will charge the Chromebook battery each night and will bring my Chromebook to school every day or be prepared for remote learning. ● I will keep my Chromebook clean. ● I will not lend my device to anyone. This includes family members and friends. Note: I could be held responsible for any inappropriate content on the District issued Chromebook. ● I will keep all passwords assigned to me secure. ● I will only use my account credentials to sign into my Chromebook. ● I am allowed to connect to non-district printers and wireless networks at home and in public places. ● I agree that e-mail or any other computer communication should be used only for appropriate, legitimate, and responsible communication. ● I agree not to share personal information about myself (full name, address, etc.) or about my family, friends or anyone else. ● I agree not to search for, download, display, post, or distribute vulgar, offensive material or images described in applicable district policies. (See the student handbook and/or the district's Acceptable Use Agreement.) ● I agree to abide by all school rules that address electronic device procedures. ● I will return the device when requested, at the end of the school year or upon my withdrawal. ● I agree to not deface or destroy this property in any way. Inappropriate use of the machine may result in the student losing their right to use the Chromebook. ● I understand that identification labels have been placed on the Chromebook. These labels are not to be removed or modified. Additional stickers, labels, tags, or markings of any kind are NOT to be added to the machine.

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