RESPONSIBILITY OF MEMBERS Sample Clauses

RESPONSIBILITY OF MEMBERS. A. 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. (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.
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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. 3.1.3 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.
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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. Indemnification of other nodes 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. Removal of content from a node 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. *Licensed Materials. The materials that are the subject of, and licensed under, this Agreement shall consist of the materials described in an NGDA Content Provider Agreement between a content provider and a node. Discontinuance of a node 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 o...
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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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Related to RESPONSIBILITY OF MEMBERS

  • Responsibility of Custodian So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon written advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or U.S. or Foreign Securities System or any agent or nominee of any of the foregoing, including, without limitation, nationalization or expropriation, imposition of currency controls or restrictions, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, acts of war or terrorism, riots, revolutions, work stoppages, natural disasters or other similar events or acts; (ii) errors by the Fund or the Investment Adviser in their instructions to the Custodian provided such instructions have been in accordance with this Contract; (iii) the insolvency of or acts or omissions by a U.S. or Foreign Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or U.S. or Foreign Securities System; and (vii) any provision of any present or future law or regulation or order of the United States, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution to the same extent as set forth with respect to sub-custodians generally in this Contract. If the Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Fund shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund’s assets to the extent necessary to obtain reimbursement. In no event shall either party be liable to the other for indirect, special or consequential damages.

  • Responsibility of the Custodian In performing its duties and obligations hereunder, the Custodian shall use reasonable care under the facts and circumstances prevailing in the market where performance is effected. Subject to the specific provisions of this Section, the Custodian shall be liable for any direct damage incurred by the Fund in consequence of the Custodian's negligence, bad faith or willful misconduct. In no event shall the Custodian be liable hereunder for any special, indirect, punitive or consequential damages arising out of, pursuant to or in connection with this Agreement even if the Custodian has been advised of the possibility of such damages. It is agreed that the Custodian shall have no duty to assess the risks inherent in the Fund's Investments or to provide investment advice with respect to such Investments and that the Fund as principal shall bear any risks attendant to particular Investments such as failure of counterparty or issuer.

  • Responsibility of Trustee The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 14.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b).

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