Rights and Responsibilities of Both Parties Sample Clauses

Rights and Responsibilities of Both Parties a. Supervisor Rights 1. To bring concerns/issues about Supervisee’s work. 2. To question Supervisee about his/her work and workload. 3. To give Supervisee constructive feedback on his/her work performance. 4. To observe Supervisee’s practice and to initiate supportive / corrective action as required. b. Supervisor Responsibilities 1. To uphold ethical guidelines and professional standards. 2. To make sure supervision sessions happen as agreed and to keep a record of the meeting. 3. To create a supervision file containing supervision records and other documents relating to development and training. 4. To ensure that Supervisee is clear about his/her role and responsibilities. 5. To record the supervision session and to store their copy in the supervision file. 6. To monitor Supervisee’s performance. 7. To set standards and assess the Supervisee against these. 8. To know what Supervisee is doing and how it is being done. 9. To deal with problems as they impact on the Supervisee’s performance. 10. To support supervisee and the agreed personal development plan. 11. To complete all forms as requested by the State of Ohio Counselor, Social Worker, and Marriage and Family Therapist Board including a professional disclosure statement of supervisor and supervision logs (xxxx://xxxxxx.xxxx.xxx/pdfs/SupvLog.pdf).
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Rights and Responsibilities of Both Parties. I. Rights and responsibilities of Party A 1. Party A authorizes Party B to act as the agent for admission, university application and visa services for Russian Language Study Abroad Program; Party A shall not seek to enter into cooperation agreements with other institutions on similar Russian study abroad program that is signed with Party B during the validity period of the Agreement. 2. Party A shall be entitled to supervise and guide Party B's admission, university application and visa service process; and be entitled to review all public admission information released by Party B. 3. Party A shall be entitled to finally decide the admission of students recruited by Party B, and obligated to issue a Acceptance Letter to any student who meets the admission requirements, and whom recruited by Party B. 4. Party A shall be obliged to pay Party B the commission for admission service, university application fees and visa services fees in accordance with the provisions of the Agreement. 5. The teaching plan for which Party A is responsible is limited to course design and teaching hours. Other objective reasons, such as whether the teaching objectives can meet the standards for studying abroad, the scores obtained by the students in the academic tests organized by a third party, the students' knowledge base and learning attitude, etc., can not be completely controlled by Party A, for which Party A shall not bear any responsibility or loss caused to Party B or all the students in the program. 6. Party A shall be obliged to provide students with the necessary documents such as Certificate of Full Time Student and transcripts, etc. to support their successful application to universities abroad. However, as a teaching unit, Party A does not and will not revise any marks on transcripts nor issue false transcripts.
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Rights and Responsibilities of Both Parties. 1. The Parties hereby warrant that the confidential information will only be used for the purpose or intention of this Contract. 2. The Parties hereby warrant that they will properly keep the confidential information provided by the other Party. 3. Each Party hereby warrants that it shall keep confidentiality of the confidential information provided by the other Party in accordance with the terms and conditions of this Agreement, and shall apply at least the same protective measures and degree of care that it applies to protect its own confidential information. 4. When either Party provides any confidential information, if provided in written forms, it shall xxxx it with “confidential”; if provided in oral or visual forms, it shall notify the receiving party of the confidential nature of the information prior to the disclosure, and shall make a written confirmation within five days after the notification, including the content identifying the disclosed information as confidential information.
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Rights and Responsibilities of Both Parties. 4.1 The parties shall comply with all laws, ordinances, and regulations of governmental bodies applicable to this Agreement and with applicable District policies and procedures. 4.2 The parties shall cooperate in evaluating Xxxxx College’s program and the student teachers enrolled. Should any disputes arise in interpreting or implementing this Agreement, Xxxxx College and the District agree to promptly meet to attempt resolution of the matter before taking any action to terminate, taking any action to seek mediation, or taking any action to seek any other redress. No separate legal or administrative entity is created to administer this Agreement. 4.3 Nothing contained in this Agreement or related documents shall be construed as creating any form of an employment or agency or master/servant relationship between the District and Xxxxx College, or the students, employees, agents, or officers of the Xxxxx College. The students, employees, agents, or officers of Xxxxx College shall not be entitled to any rights or privileges of employment with the District. Xxxxx College assumes exclusive responsibility for all acts and obligations of its students, employees, agents, or officers. 4.4 In the performance of this Agreement, the parties shall not discriminate based on race, color, sex, religion, national origin, creed, marital status, age, sexual orientation, gender expression or identity, disability, the use of a trained dog guide or service animal by a person with a disability, or veteran’s status in the selection of students for participation, employment, services, or any other benefits under the Agreement.
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Rights and Responsibilities of Both Parties. 6.1 After completion of the ownership change in registration, The Party B will become a 1.10% shareholder of Jinzhou Halla and enjoy the corresponding rights and interests; 6.2 The Party A and Party B shall keep all information related to this transfer and related matters confidential until the completion of the transfer contemplated by this Agreement; 6.3 The Party B shall effect payment of the consideration at the time required by and otherwise in accordance with stipulations of this Agreement; 6.4 The Party A shall provide necessary cooperation and assistance to Party B for authority approval, change in registration, etc.; 6.5 Upon the date of signing of this Agreement, the Party A shall transfer its ownership of a 1.10% equity interest in Jinzhou Halla to the Party B and the Party A shall no longer have any rights of the transferred equity interest contemplated in this Agreement; 6.6 The Party A promises to keep strictly confidential, including, without limitation, ensuring that its shareholders and/or officers or employees with access to special information maintain the confidentiality of, all confidential or proprietary information of Jinzhou Halla (including, but not limited to, financial status, customers, supplier resources, intellectual property, business operations, techniques, know-how, marketing, sales, formulae, ideas, costs, pricing and business channels etc.), these obligations shall prohibit, without limitation, any kind of disclosure to a third party, or any use for or application to its own business.
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Rights and Responsibilities of Both Parties. 1、 甲乙双方应以甲方公司为载体通力合作，甲方负责根据乙方需求提供酒业区块链的系统解决方案； Party A and Party B shall work together with Party A as the carrier. Party A shall be responsible for providing the system solutions of the Liquor industry block chain in accordance with Party B’s demands; 2、 甲方应提供相应的调研需求，乙方需全力配合，根据需求向甲方提供藏酒调研资料； Party A shall provide the corresponding research needs. Party B shall cooperate with Party A fully and provide Party A with the research materials about collected Liquor according to the requirements; 3、 乙方应配合甲方进行实地的详细调研； Party B shall cooperate with Party A to carry out detailed investigation on the scene; 4、 在乙方遵循合同的责任条款内容，以及本条款(5)所列明的成本投入的前提下，甲方应在本协议签订后四个月内完成藏酒的区块链化，一年内完成桶装酒的区块链化，并达到双方约定的使用功能。如四个月或者一年内完不成，甲方应继续完成并承担此部分的开发成本。 In the premise of Party B’s compliance with the responsibility terms of the contract and the cost input specified in this clause (5), Party A shall complete the block chain of the collected Liquor within four months after the signing of the agreement, complete the block chain of the bottled Liquor within one year and achieve the use function agreed by both parties. If it can’t be completed within four months or one year, Party A shall continue to complete and bear the part of development costs. 5、 甲方提供平台技术，乙方承担该项目开发和实施过程中的成本，并及时将费用支付给甲方公司，具体如下： Party A provides platform technology. Party B bears the costs in project development and implementation process and timely pays the costs to Party A. The costs are as follows: 1） 本项目所涉及的开发和维护费用，乙方根据项目进展，按阶段支付给甲方，在项目全部完成之前，乙方按照标准预付部分人工费用； Party B shall pay the development and maintenance costs involved in the project to Party A in stages. Before the completion of the project, Party B shall prepay part of the labor costs in accordance with the standard cost; 2） 因该项目需要云服务器作为数据存储空间，该费用根据项目实际需要由乙方承担； The project needs cloud server as data storage space. The costs shall be borne by Party B according to the actual needs of the project; 3） 乙方承担甲方人员到乙方项目地的差旅及住宿成本； Party B shall bear the travel and accommodation costs of Party A’s personnel in Party B’s project site; 4） 本项目如涉及应用延伸或扩展应用等方面的需要，增加的开发和维护成本由乙方承担。 If the project involves the demands of application extension or application expansion, the additional development and maintenance costs shall be borne by Party B.
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Rights and Responsibilities of Both Parties. 3.1 Party B shall recommend relevant customers to Party A for each cooperation scenario. Party A agrees to provide loans to the customers that are recommended by Party B and able to meet Party A’s loan conditions (hereinafter referred to as the “customers”), and sign the Automobile Finance Loan Contract (the specific name of the contract shall be subject to the version actually signed by the customers. Hereinafter referred to as the “Master Contract” and the “Loan Contract”). Party A shall entrust Party B to provide relevant services for the cooperative business under the Loan Contract. Party B shall, in accordance with this Agreement and the Service Agreement of Cooperation Agreement on Automobile Finance Business of WeBank and the Product Operation Agreement of Cooperation Agreement on Automobile Finance Business of WeBank (including change and supplementation to the above agreements from time to time, hereinafter collectively referred to as the “Service Agreements”) separately signed by both parties, provide relevant services and perform relevant responsibilities. Party A shall pay the service fee to Party B according to the service content, quantity, quality and other information provided by Party B as agreed in the Service Agreements. 3.2 Party A shall grant loans to the customers who have obtained the loan qualification and meet the loan granting conditions recommended by Party B, except that Party A is unable to grant loans due to laws and regulations, regulatory policies, risk policies, limit reasons, system failure, customer abandonment and other reasons. 3.3 Party A shall have the right to change/adjust the cooperation model and product modality according to regulatory requirements, market changes, cooperative business status and other factors. Party B shall, in accordance with the requirements of Party A, sign relevant agreements on the above changes and adjustments and perform necessary formalities. Where Party B violates this Agreement or Service Agreements, Party A shall have the right to suspend/terminate the loan under this Agreement only on this ground. 3.4 Party B shall formulate corresponding management system and operation process for the cooperative business, and provide them to Party A for review. 3.5 Where Party A cooperates with other cooperative financial institutions to jointly grant loans under this Agreement to customers, any lender shall have the same rights and interests as Party A, and Party B shall not raise any defense agai...
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Rights and Responsibilities of Both Parties. The Parties hereby warrant that the confidential information will only be used for the purpose or intention of this Contract.
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Rights and Responsibilities of Both Parties 
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Related to Rights and Responsibilities of Both Parties

  • Rights and Responsibilities This Agreement is our standard service agreement. Under this Agreement, we agree to provide and xxxx for Service, and you agree to use and pay for Service, as provided herein and in our other applicable Terms of Service. Our rights and responsibilities, and your rights and responsibilities, are as set forth in this Agreement and our other applicable Terms of Service.

  • MANAGEMENT RIGHTS AND RESPONSIBILITIES The Employer through its designated management personnel or agents has the right and responsibility, except as expressly modified by this Agreement, to control, change, and supervise all operations and to direct and assign work to all working forces. Such rights and responsibilities shall include by way of illustration but shall not be limited to: the selection and hiring, training, discipline and discharge, classification, reclassification, layoff, promotion and demotion or transfer of employees; the establishment of work schedules; the allocation of all financial and other resources; the control and regulation of the use of all equipment and other property of the Employer. The Employer shall determine the methods, technological means and qualifications of personnel by and for which operations are to be carried out. The Employer shall take whatever action as may be necessary to carry out its rights in any emergency situation. Application of this Article shall not preclude the use of the grievance procedure as established in this Agreement.

  • BOARD RIGHTS AND RESPONSIBILITIES 4.01 The Board, on its own behalf and on behalf of the electors of the District, hereby retains and reserves unto itself, without limitation, all powers, rights, authority, duties and responsibilities conferred upon and vested in it by the laws and the Constitutions of the State of Michigan, and of the United States, including, but without limiting the generality of the foregoing, the right: A. to exercise the executive management and administrative control of the school system, its properties and facilities, and the professional activities of its employees; B. to hire all employees and, subject to the provisions of this Agreement and of the law, to determine their qualifications; and the conditions for their continued employment, or their dismissal or demotion, and to promote and transfer all such employees; C. to establish grade levels, and courses of instruction, including special programs, and to provide for athletic, recreational and social events for students, all as deemed necessary or advisable by the Board; D. to decide upon the means and methods of instruction, the selection of textbooks and other teaching materials, and the use of teaching aides of every kind and nature; E. to initiate and carry out procedures by which teaching contracts are not renewed according to the provisions of the Michigan Tenure Act; and this Agreement F. to carry on an evaluation of programs and to evaluate the effectiveness of individual teacher performance; G. to initiate and carry out the means of obtaining financial support for the School District. 4.02 The exercise of the foregoing powers, rights, authority, duties and responsibilities by the Board, the adoption of policies, rules, regulations, and practices in furtherance thereof, and the use of judgment and discretion in connection therewith will be limited by the terms of this Agreement to the extent such terms hereof are in conformance with the Constitution and laws of the State of Michigan, and the Constitution and laws of the United States. 4.03 Nothing contained herein will be considered to deny or restrict the Board of its rights, responsibilities, and authority under the Michigan General School Laws or any other national, state, county, district, or local laws or regulations as they pertain to education.

  • ASSOCIATION RIGHTS AND RESPONSIBILITIES SECTION 1 The Association shall have, in addition to other rights expressly set forth or provided by statute, the following rights: A. Special conferences for important matters will be arranged between the Association President and the designated representative of the Employer upon request of either party. Such meetings will normally be between at least two (2) representatives of each of the parties and will be held at mutually agreeable times and places. Should the Employer require such meetings to be during participating bargaining unit members’ normal scheduled hours, such members will be released for the purpose of attending such conferences without loss of pay. B. The Association shall be provided with bulletin board space for the purpose of posting Association materials. These bulletin boards will be designated by building principals. The Association shall also have the right to use the school mails to distribute Association material upon the notification of the building principal. No political matter or advertising of any kind will be so posted or distributed without administrative authorization; i.e., millage proposals, ballot items. C. The Association shall have the right to use school facilities for meetings as long as the intended use does not interfere or conflict unduly with regular school functions, violate school policy, or increase personnel costs. D. The Association shall have the right to use non-recreational school equipment, including typewriters, mimeograph machines, other duplicating equipment, calculating machines, and all types of audiovisual equipment for Association meetings with the building principal’s approval and scheduling availability. E. The Association shall pay for the cost of all materials and supplies incidental to such use and shall be responsible for proper operation and care of all such equipment, including repair costs. F. After notifying the Principal’s office, duly authorized representatives of the Association, or representatives of the state and national levels, shall be permitted to transact official Association business on school property provided that this shall not interfere with nor interrupt normal school operation. G. The officers of the Association or their designees shall have the opportunity to discuss, upon request, any new or modified fiscal budgetary educational policy. H. The Association shall be credited with a total of eight (8) days to be used by the officers or agents of the Association to bona fide Association business; such use to be at the discretion of the Association as provided herein. 1. The Association agrees to notify the Board no less than forty-eight (48) hours in advance of taking such leave, except in an emergency. 2. The Association will provide payment of the substitute employee on all days. 3. Any employee scheduled to work on such leave shall receive full pay for such day (not including overtime). I. The duties of any bargaining unit member or the responsibilities of any position in the bargaining unit may not be substantially altered, or increased, (Minor modification in job description excepted) during the life of this Agreement without the concurrence of the employee and the Association. J. The parties recognize that supervisors may perform some duties which are similar or identical to bargaining unit employees and such functions shall not be considered a violation of this Agreement, so long as no full-time bargaining unit positions are displaced. K. The Employer agrees to furnish to the Association President, MEA Uniserv Director, or Building Designee available information concerning the financial resources of the District together with information which may be necessary for the Association to process any grievance or complaint in a manner consistent with Article 6. L. Within ten (10) working days the Employer shall notify the Association of a new said hire in writing which includes rate of pay, step, date of hire, and position. M. The Employer agrees to provide each employee with a copy of the negotiated agreement.

  • UNION RIGHTS AND RESPONSIBILITIES A. A written list of unit officers, committeemen and stewards shall be furnished to the Board within fifteen (15) days after signing of this Agreement. Any changes in such membership shall be transmitted in writing to the Board within fifteen (15) days of such change. B. Recognizing that the safety and well-being of students are a paramount responsibility of the school bus drivers, employees shall be expected to exercise reasonable care with respect to the safety of pupils and property and shall discharge their duties and responsibilities to said students and property according to Michigan school laws and Board and administrative policies and directives. Such policies and directives shall not conflict with the provisions of this Agreement or any law of the State of Michigan nor the United States. C. The Union shall have the right to use school facilities for meetings providing it has secured the approval of the Board one (1) week in advance. The Union agrees that any additional or unusual expense incurred as a result of such use shall be reimbursed to the Board by the Union. D. A bulletin board no smaller than 2' by 3' shall be provided in the bus garage driver lounge area, upon which the Union may post announcements, notices of meetings, results of Union elections and notices pertaining to nominations and elections. The bulletin board shall not be used for political purposes or for purposes other than the above. E. Duly authorized representatives of the Union, international, local or unit, shall be permitted to transact official Union business on school property provided that they do not interfere with or interrupt work activities or normal school operation. The Union agrees to advise the Board of such meetings, discussions or other activities that it may wish to transact pertinent to the employees and shall transact such business on the employees' own time and in private. F. It is the responsibility of the Union to honor Board policies and administrative regulations. Neither the Union, its representatives nor any member shall direct employees to disregard the instructions or directions of administrators or supervisors so long as such policies, directions, instructions, or regulations do not conflict with the terms of this Agreement or any law of the State of Michigan or the United States. The Union further agrees that in the event of a grievance which is to be processed under the provisions of Article VI herein there shall be no stoppage of work because of such grievance. The Board will make available copies of Board policies and administrative regulations to the Union. G. The Union and the Board mutually agree to provide each other with any information which shall be deemed appropriate in the processing of any grievance under the provisions of Article VI herein. H. It shall be the responsibility of the individual employee to meet the conditions of employment for bus drivers as required by the State of Michigan Department of Education, and the Board. The Board assumes no financial or other responsibility for any of these requirements except as herein provided. I. Each driver is responsible for keeping the Board advised in writing of any change in name or change in address. The driver is solely responsible for any errors or omissions occasioned by his or her neglect in keeping the Board so advised, and any communication addressed to an employee at his or her last address on record with the employer shall constitute notice to the employee of the contents of such communication. J. Employees are expected to take advantage of opportunities for continually improving their skills and relationship with their co-workers and with the public. K. Drivers are expected to maintain routes, time schedules, and other work assignments as established by the Board. L. The Board recognizes and will deal with elected or appointed committeemen, members of the unit, or any representative of the international or local Union in all matters relating to grievances, interpretations of the Agreement, or in other matters which affect, or may affect the relationship between the Board and the Union. M. The Union Bargaining Committee shall be composed of a Local Union Representative, the Unit President, Vice President, Secretary-Treasurer and one Xxxxxxx.

  • Roles and Responsibilities 1. The Donor States shall make funds available in support of eligible programmes proposed by the Beneficiary State and agreed on by the Financial Mechanism Committee within the priority sectors listed in Article 3.1 of Protocol 38c and the programme areas listed in the Annex to Protocol 38c. The Donor States and the Beneficiary State shall cooperate on the preparation of concept notes defining the scope and planned results for each programme. 2. The Beneficiary State shall assure the full co-financing of programmes that benefit from support from the EEA Financial Mechanism 2014-2021 in accordance with Annex B and the programme agreements. 3. The Financial Mechanism Committee shall manage the EEA Financial Mechanism 2014-2021 and take decisions on the granting of financial assistance in accordance with the Regulation. 4. The Committee shall be assisted by the Financial Mechanism Office (hereinafter referred to as the “FMO”). The FMO shall be responsible for the day-to-day operations of the EEA Financial Mechanism 2014-2021 and shall serve as a contact point.

  • EMPLOYEE RIGHTS AND RESPONSIBILITIES A. A secretary shall strive for excellence in his/her work, and take advantage of opportunities for continually improving his/her skills and relationships with the Board, co-workers, and the public. B. The Association and individual members thereof, agree to uphold and honor the policies, rules, regulations and practices of the Board and sections of this Agreement. Neither the Association, its representatives, nor any member, shall assume administrative or supervisory authority or direct employees to disregard the instructions or directions of the Board unless the Board is limited by this Agreement. C. Secretaries are responsible for maintaining a continuous high level of service to the welfare and benefit of the school district. Secretaries, therefore, are responsible for discharging their work assignments with proficiency and making a conscientious effort to meet all the duties of their positions. D. No Association representative, or secretary, shall engage in Association activities or business during employee working hours, without Board approval. E. The Association is hereby granted the right to reasonable use of school premises for its business meetings, after receiving prior approval from the Board, and providing it pays any overtime costs which may be incurred by the District. F. The Association may have reasonable use of the District's mail service and mailboxes for its business and social event announcements and may post notices on a part of the school bulletin boards in building lounges, provided all such announcements and notices contain the name of the Association officer or representative authorizing the same. G. Nothing in this Contract shall be construed to deny or restrict an employee's rights under the Michigan General School Laws, or applicable civil laws. The rights granted in this Contract are deemed to be in addition to those provided elsewhere. This paragraph is not deemed grievable under the grievance procedure herein. H. When the Board disciplines employees, it will not be arbitrary or unreasonable. No Seniority bargaining unit member shall be disciplined without just cause. I. A suspended or discharged seniority employee will be allowed to discuss his/her suspension or discharge with the President or Vice President for up to thirty (30) minutes. Nothing contained herein, however, shall prevent the Board from requiring the summary removal of the offending employee, if it appears that the safety of any person, property, or the maintenance of order requires such summary removal. J. The purpose of the installation of cameras/monitors is to increase the safety and security in that building. The Association, upon request, is entitled to information detailing where cameras/monitors are located in each building. It is specifically understood that surveillance equipment (i.e. cameras) cannot be used for purposes of staff evaluation or monitoring. It is understood that situations may arise warranting review of video. If any incident of illegal activity of staff is observed on the video, the Association will be immediately notified and will be given the opportunity to review the tape(s) within three (3) days of receipt of the notice.

  • Representations and Responsibilities You represent and warrant to us that any information you have given or will give us with respect to this agreement is complete and accurate. Further, you agree that any directions you give us or action you take will be proper under this agreement, and that we are entitled to rely upon any such information or directions. If we fail to receive directions from you regarding any transaction, if we receive ambiguous directions regarding any transaction, or if we, in good faith, believe that any transaction requested is in dispute, we reserve the right to take no action until further clarification acceptable to us is received from you or the appropriate government or judicial authority. We will not be responsible for losses of any kind that may result from your directions to us or your actions or failures to act, and you agree to reimburse us for any loss we may incur as a result of such directions, actions, or failures to act. We will not be responsible for any penalties, taxes, judgments, or expenses you incur in connection with your Xxxx XXX. We have no duty to determine whether your contributions or distributions comply with the Code, regulations, rulings, or this agreement. We may permit you to appoint, through written notice acceptable to us, an authorized agent to act on your behalf with respect to this agreement (e.g., attorney-in-fact, executor, administrator, investment manager), but we have no duty to determine the validity of such appointment or any instrument appointing such authorized agent. We will not be responsible for losses of any kind that may result from directions, actions, or failures to act by your authorized agent, and you agree to reimburse us for any loss we may incur as a result of such directions, actions, or failures to act by your authorized agent. You will have 60 days after you receive any documents, statements, or other information from us to notify us in writing of any errors or inaccuracies reflected in these documents, statements, or other information. If you do not notify us within 60 days, the documents, statements, or other information will be deemed correct and accurate, and we will have no further liability or obligation for such documents, statements, other information, or the transactions described therein. By performing services under this agreement we are acting as your agent. You acknowledge and agree that nothing in this agreement will be construed as conferring fiduciary status upon us. We will not be required to perform any additional services unless specifically agreed to under the terms and conditions of this agreement, or as required under the Code and the regulations promulgated thereunder with respect to Xxxx IRAs. You agree to indemnify and hold us harmless for any and all claims, actions, proceedings, damages, judgments, liabilities, costs, and expenses, including attorney’s fees arising from or in connection with this agreement. To the extent written instructions or notices are required under this agreement, we may accept or provide such information in any other form permitted by the Code or applicable regulations including, but not limited to, electronic communication.

  • Rights, Duties and Responsibilities of Escrow Agent It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that: 5.1 The Escrow Agent shall notify the Issuer, on a daily basis, of the Escrow Amounts which have been deposited in the Bank Account and of the amounts, constituting the Fund, which have cleared the banking system and have been collected by the Escrow Agent. 5.2 The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of any agreement between the Issuer and third parties nor shall the Escrow Agent be responsible for the performance by the Issuer of its respective obligations under this Agreement. 5.3 The Escrow Agent shall not be required to accept from the Issuer any Subscription Information pertaining to prospective purchasers unless such Subscription Information is accompanied by checks, cash, or wire transfers meeting the requirements of Section 3.1, nor shall the Escrow Agent be required to keep records of any information with respect to payments deposited except as to the names, addresses and amounts of such payments; however, the Escrow Agent shall notify the Issuer promptly of any discrepancy between the amount set forth in any Subscription Information and the amount delivered to the Escrow Agent therewith. Such amount need not be accepted for deposit in the Escrow Account until such discrepancy has been resolved. 5.4 The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent, within a reasonable time, shall return to the Issuer any check received which is dishonored, together with Subscription Information, if any, which accompanied such check. 5.5 The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is given to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions or to execute any such certificate, instrument or other document. 5.6 If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Bank Account, the Escrow Amounts or the Fund which, in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, it shall be entitled to hold the Escrow Amounts, the Fund, or a portion thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit the Fund (and any other Escrow Amounts that thereafter become part of the Fund) with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent of the Fund with the Clerk of any such court, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder. 5.7 The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. 5.8 The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amounts, the Fund or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Fund or any part thereof.

  • Duties and Responsibilities of Manager During the Term, subject to the provisions of Section 3.1 herein, Manager shall provide, in exchange for the Management Fee, all such services as are necessary and appropriate for the day-to-day administration and management of Practice in a manner consistent with good business practice, including without limitation those services set forth in this Article 2.

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