Corporate Opportunities, Waiver of Fiduciary Duties, Etc Sample Clauses

Corporate Opportunities, Waiver of Fiduciary Duties, Etc. To the maximum extent permitted by applicable Law, no Member will have any fiduciary duties to any other Member or to the Company, including as may result from a conflict of interest between any of PEGI, Pattern Member, Investor, PSP, the Company, Holdings and the Subsidiaries of Holdings.
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Corporate Opportunities, Waiver of Fiduciary Duties, Etc. To the maximum extent permitted by Applicable Law, no Shareholder of the Corporation will have any fiduciary duties to any other Shareholder of the Corporation, including as may result from a conflict of interest between any of PEGI, Pattern, PSP and the Corporation. (remainder of page intentionally blank)
Sample 1
Corporate Opportunities, Waiver of Fiduciary Duties, Etc. To the maximum extent permitted by Applicable Law, no Limited Partner will have any fiduciary duties to any other Partner of the Partnership, including as may result from a conflict of interest between any of PEGI, Pattern, PSP and the Partnership.
Sample 1
Corporate Opportunities, Waiver of Fiduciary Duties, Etc. To the maximum extent permitted by applicable Law, no Member will have any fiduciary duties to any other Member or to the Company, including as may result from a conflict of interest between any of Pattern, Pattern Member, Investor, PSP, the Company, Holdings and the Project Company. [The rest of this page intentionally left blank.] EXECUTED as of the date first written above. PATTERN US FINANCE COMPANY LLC By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Vice President VERTUOUS ENERGY LLC By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory EXHIBIT A Members, Capital Contributions, Etc. Member Name Capital Account on the Effective Date Number of Units Pro-Rata Share Vertuous Energy LLC $22,050,000.00 22,050,000 49% Pattern US Finance Company LLC $22,950,000.00 22,950,000 51% EXHIBIT B Members’ Addresses for Notice If to Pattern Member: c/o Pattern Energy Group Inc. 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: General Counsel Tel: 000-000-0000 Fax: 000-000-0000 If to Investor: x/x Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Board 0000 Xxxx-Xxxxxxxx Xxxx. West Suite 1400 Montreal, Québec H3B 5E9 Attention: Managing Director, Infrastructure Investments Fax: 000-000-0000 Email: xxxxxxxxxxxxxx@xxxxxxxxx.xx and xxxxxxxxxxxx@xxxxxxxxx.xx Copy to: Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP 1501, avenue XxXxxx College, 00xx Xxxxx Xxxxxxxx, Xxxxxx, Xxxxxx X0X 0X0 Attention: Xxxxxxxxx Xxx Facsimile (000) 000-0000 E-mail: xxxx@xxxx.xxx EXHIBIT C Form of Build Out Agreement BUILD OUT AGREEMENT This BUILD OUT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ], 201[ ], is entered into by and between STILLWATER WIND, LLC, a Delaware limited liability company (“Project Company”) and [_____], a [_____] (“Developer”). Project Company and Developer shall be referred to hereunder collectively as the “Parties” and, individually as a “Party”. Capitalized terms used herein and not otherwise defined shall have the meaning assigned thereto in Section 1.1.
Sample 1

Related to Corporate Opportunities, Waiver of Fiduciary Duties, Etc

  • Waiver of Fiduciary Duties To the maximum extent permitted by law, each Member absolutely and irrevocably waives any and all claims, actions, causes of action, loss, damage and expense including any and all attorneys’ fees and other costs of enforcement arising out of or in connection with any breach or alleged breach of any fiduciary duty by any other Member or the Manager or any of their Affiliates in the nature of actions taken or omitted by any such other Persons, which actions or omissions would otherwise constitute the breach of any fiduciary duty owed to the Members (or any of them). It is the express intent of the Members that each Member and the Manager and each and all of their Affiliates shall be and hereby are relieved of any and all fiduciary duties which might otherwise arise out of or in connection with this Agreement to the Members or any of them.

  • 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.

  • Other Rights; Fiduciary Duties The Series A Preferred Units and the Series A Holders shall not have any designations, preferences, rights, powers or duties, other than as set forth in this Agreement or as provided by applicable law. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the fullest extent permitted by applicable law, neither the General Partner nor any other Indemnitee shall owe any duties or have any liabilities to Series A Holders, other than the implied contractual covenant of good faith and fair dealing.

  • Annual Appropriation of Funds Contractor acknowledges that the Contract term may extend over multiple City fiscal years, and that work and compensation under this Contract is contingent on the City Council appropriating funding for and authorizing such work and compensation for those fiscal years. This Contract may be terminated at the end of the fiscal year for which sufficient funding is not appropriated and authorized. City is not obligated to pay Contractor for any amounts not duly appropriated and authorized by City Council.

  • Waiver of responsibility 1. Any appraisal of the Programme undertaken before or after its approval by the FMC, does not in any way diminish the responsibility of the National Focal Point and the Programme Operator to verify and confirm the correctness of the documents and information forming the basis of the programme agreement.

  • BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Employer may merge or consolidate or to which all or substantially all of its assets may be transferred. The duties and covenants of the Executive under this Agreement, being personal, may not be delegated.

  • Limitation on Responsibilities of Agent Agent shall not be liable to Lenders for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor or Lender of any obligations under the Loan Documents. Agent does not make to Lenders any express or implied warranty, representation or guarantee with respect to any Obligations, Collateral, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Lenders for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent Indemnitee shall have any obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

  • Nonsolicitation of Protected Employees Executive understands and agrees that the relationship between the Company and each of its Protected Employees constitutes a valuable asset of the Company and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that during the Restricted Period, Executive shall not directly or indirectly on Executive’s own behalf or as a Principal or Representative of any Person or otherwise solicit or induce any Protected Employee to terminate his employment relationship with the Company or to enter into employment with any other Person.

  • PROVISION OF MANAGEMENT INFORMATION 15.1 The Supplier shall, at no charge to the Authority, submit to the Authority complete and accurate Management Information in accordance with the provisions of the Framework Agreement Schedule 8 (Management Information).

  • 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.

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