Certain Conflicts Clause Samples

Certain Conflicts. The parties hereto acknowledge and agree that Executive has entered into that certain letter agreement pertaining to the Executive's employment with the Company dated January 2, 1998 (the "Letter Agreement"). Where a conflict may arise between the provisions of this Agreement and the Letter Agreement, the provisions of the Letter Agreement shall apply.

Certain Conflicts. If any Member or any Affiliate of a Member has a conflict of interest with respect to any matter on which the Company is to vote its Shares, the Shares held by the Company shall be voted as follows: the Pro Rata Shares of any Member who has such conflict, or of any Member which is an Affiliate of such conflicted Person, shall be voted "abstain," and the remainder of the Shares held by the Company shall be voted as designated by the Managing Directors nominated by the Member that is not subject to such conflict. In addition, the Company shall vote all its Shares in favor of candidates for director of Telewest (or the removal of such director) which any Shareholder Group is entitled to nominate (or remove) in accordance with Telewest's Articles of Association or the Relationship Agreement.

Certain Conflicts. This Agreement and the Gathering Agreements shall be read together to avoid inconsistent interpretations, but in the event of a conflict between this Agreement and either of the Gathering Agreements, this Agreement shall control.

Certain Conflicts. The Sub-adviser will not receive any compensation from any investment manager that manages an investment vehicle that the Sub-adviser recommends to the Fund as a result of or in connection with such recommendation without first notifying the Adviser of such compensation arrangement. The Adviser and the Fund understand that the investments made by the Fund may not achieve positive or acceptable results and that the Fund may not achieve its investment objectives and that it is possible that losses may be incurred with respect to such investments, which individually or collectively may be significant or complete.

Certain Conflicts. If there shall be any conflicts between the provisions of this Article V and Section 4.2(c) (relating to Tax contests), the provisions of Section 4.2(c) shall control with respect to Tax contests.

Certain Conflicts. In the event of any conflict between the terms of this Agreement and the terms of any Loan Document in respect of the rights and obligations of either Collateral Agent, the terms of this Agreement shall control.

Certain Conflicts. Where there is any conflict between the terms of this Second Amendment and the terms of the Merger Agreement or any other agreement between the Parties (or their respective Affiliates), the terms of this Second Amendment shall prevail.

Certain Conflicts. To the extent of any conflict between the terms of this Agreement and any other Transaction Document(s), the provisions of this Agreement shall be determinative.

Certain Conflicts. You understand and agree that actual and potential conflicts of interest exist with respect to your HSA, as follows: (a) In addition to the HSA product fee you pay to Custodian, you pay certain other on-going fees to the mutual funds in which your HSA Investment Account balances are invested, such as investment management, custodial, administrative, distribution-related (12b-1) and shareholder servicing fees (“Fund-Level Fees”), as described in each fund’s prospectus. (b) Wilmington Funds Management Corporation, an affiliate of Custodian, is the investment adviser and co- administrator to the Wilmington Funds (the "Wilmington Funds"), and receives Fund-Level Fees for performing these services from the Wilmington Funds in which you choose to invest, as described in the prospectus for the Wilmington Funds. Other affiliates of Custodian may be retained to provide, and receive Fund-Level Fees for providing, now or in the future, custodial, investment management, administrative or other services for the Wilmington Funds. (c) Subcustodian and its affiliates provide custodial, investment management, administrative, shareholder and other services to, and receive fees from certain of the mutual funds available to your HSA Investment Account, including the Wilmington Prime Money Market Fund. Fees received by Subcustodian or its affiliates from the mutual funds held in your HSA Investment Account for services provided to or on behalf of those mutual funds are in addition to Subcustodian’s other fees for services under your Agreement, and are described in the applicable prospectus. Custodian is also paying fees to Subcustodian for its services under this Addendum. (d) Custodian, as part of its compensation for providing services with respect to the HSA, will receive Fund-Level Fees from the Wilmington Funds, as described in the prospectus for the Wilmington Funds. If mutual funds other than those affiliated with Custodian or Subcustodian are included in the HSA in the future, then Custodian or Subcustodian, or both, and their respective affiliates may provide services to such funds in connection with their inclusion as an investment option in the HSA and receive Fund-Level Fees for providing the services in addition to fees you pay Custodian or Subcustodian directly or indirectly for the HSA.