Disclosure and Waiver of Conflict of Interest Sample Clauses

Disclosure and Waiver of Conflict of Interest. Committee members may be appointed by, affiliated with or employed by Declarant. If Declarant submits an Application to the Committee for approval, Committee members appointed by Declarant may have a conflict of interest in rendering their decisions. Neither Declarant nor any Committee member shall have any liability to any Owner, Occupant or other Person as a result of decisions which may benefit Declarant rendered in good faith by the Committee or any Committee member, and each Owner hereby waives any claim of liability against Declarant, the Committee or any Committee member, based upon such conflict of interest. Nothing in this Section 6.11 is intended to limit the application or meaning of Section 14.6. EXHIBIT F -26- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]
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Disclosure and Waiver of Conflict of Interest. It is the --------------------------------------------- intention of the parties that Component Sites may be located near and integrated with hotels having or using the Westin name ("Integrated Hotels"). SRI acknowledges that the contractual and other legal duties and obligations Westin or its Affiliates may owe to the owners, operators and franchisees of the Integrated Hotels, in Westin's (or its Affiliate's) capacity as licensor, manager, lender, investor, franchisor or partner, may potentially conflict with the contractual and other legal duties, including the duty of loyalty, Westin (or its Affiliate(s)) may owe to a Development Entity, SRI or its Affiliates pursuant to this Agreement, agreements governing the Development Entities or otherwise. Accordingly, SRI agrees that in the event of such a conflict of interest, Westin's primary duties shall be owed to the Integrated Hotel and not the Component Site or its related entities. Any act or omission by Westin or its Affiliates done or made in good faith and in the absence of fraud, gross negligence or willful misconduct, in the fulfillment of their duties or obligations owed to the Integrated Hotel, whether by contract or other legal requirement, shall not subject Westin or its Affiliates to any liability to SRI, the Development Entity or any of their Affiliates. SRI also waives any claims it may have against Westin or its Affiliates for any breach of the duty of loyalty, fiduciary duty or other similar legal duty owed by law, pursuant to this Agreement, or any agreement governing a Development Entity, as a result of the fulfillment by Westin or its Affiliate(s) of such duties and obligations owed to the Integrated Hotel.
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Disclosure and Waiver of Conflict of Interest. The parties to this Agreement acknowledge that Fragner Sxxxxxx Pxxx & Wxxxxxxx LLP (“FSPW”) has represented Buyer in connection with the transactions contemplated by this Agreement, and that FSPW has previously represented the Companies and their predecessors in certain real estate and/or corporate matters. The parties each acknowledge that FSPW’s representation of Buyer without obtaining a waiver of the foregoing conflict of interest would not be permissible under California law, and each party hereby waives such conflict of interest and agrees that FSPW may represent Buyer in connection with this transaction. In addition, each party consents to any current or future representation by FSPW of Buyer or either or both of the Companies in connection with any matter.
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Disclosure and Waiver of Conflict of Interest. The parties to this Agreement acknowledge that Fragner Seifert Pxxx & Xixxxxad XXX (“XXPW”) has represented Buyer in connection with the transactions contemplated by this Agreement, and that FSPW has previously represented the Companies and their predecessors in certain real estate and/or corporate matters. The parties each acknowledge that FSPW’s representation of Buyer without obtaining a waiver of the foregoing conflict of interest would not be permissible under California law, and each party hereby waives such conflict of interest and agrees that FSPW may represent Buyer in connection with this transaction. In addition, each party consents to any current or future representation by FSPW of Buyer or either or both of the Companies in connection with any matter. The parties to this Agreement acknowledge that Lowensteix Xxxxxxx XXX (“XX”) has represented the Companies in connection with the transactions contemplated by this Agreement, and that LS has previously represented and does represent Buyer and its affiliates in connection with other transactions and/or matters. The parties each acknowledge that LS’s representation constitutes a conflict of interest and without obtaining a waiver of the foregoing conflict of interest would not be permissible under California law, and each party hereby waives such conflict of interest and agrees that LS may represent the Companies in connection with this transaction and Buyer and its affiliates in connection with other transactions and/or matters. In addition, each party consents to any current or future representation by LS of Buyer or either or both of the Companies in connection with any matter.
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Disclosure and Waiver of Conflict of Interest. The Developer hereby discloses the following:
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Disclosure and Waiver of Conflict of Interest. The Members hereby acknowledge and agree that (a) Wildman, Harrold, Xxxxx & Xxxxx LLP (“Xxxxxxx”) has participated in the negotiations of this Agreement on JF US’s behalf and has represented, currently represents and expects to represent in the future JF US and its Affiliates; (b) Xxxxxxxx & Xxxxx LLP has participated in the negotiations of this Agreement on CenterPoint’s behalf and has represented, currently represents and expects to represent in the future CenterPoint and its Affiliates; (c) the Company has agreed to retain Xxxxxxx as counsel in connection with the Credit Facility, the Sale Agreement, the Master Lease Agreement, the Purchase Agreement and the Right of First Offer Agreement and other matters, and Xxxxxxx has advised the Members and the Officers that a conflict of interest exists; (d) the Members, the Officers and the Company have been informed and understand that the Illinois Code of Professional Responsibility, which governs attorney conduct in Illinois, requires Xxxxxxx to disclose this conflict and to obtain the Members’ and the Company’s consent in order for Xxxxxxx to represent JF US in connection with this Agreement and the Company in connection with the Credit Facility, the Sale Agreement, the Master Lease Agreement, the Purchase Agreement and the Right of First Offer Agreement and generally in the future; and (e) the Members acknowledge that they have been advised of the conflict. Accordingly, the Members hereby consent to Xxxxxxx’x representations described above despite the fact that Xxxxxxx will continue to represent JF US and its Affiliates in connection with unrelated transactions. In addition, the Members hereby agree that (i) in the event of a dispute between JF US or its Affiliates or the Company on the one part and CenterPoint or its affiliates on the other part, CenterPoint will not take any action to preclude Xxxxxxx from representing JF US or its Affiliates or the Company and advocating positions adverse to CenterPoint, and (ii) Section 6.3(B)(xxiii) shall not apply to the legal representation of CenterPoint by Xxxxxxx as described in this Section 11.24.
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Related to Disclosure and Waiver of Conflict of Interest

  • Waiver of Confidentiality The Borrower authorizes the Bank to discuss the Borrower's financial affairs and business operations with any accountants, auditors, business consultants, or other professional advisors employed by the Borrower, and authorizes such parties to disclose to the Bank such financial and business information or reports (including management letters) concerning the Borrower as the Bank may request.

  • Agreement for Waiver of Conflict and Shared Defense In the event that Insured Claims of more than one Party exist relating to the same occurrence, the relevant Parties shall jointly defend and waive any conflict of interest to the extent necessary to the conduct of the joint defense. Nothing in this Section 10.4 shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of law or otherwise.

  • No Conflict of Rights The Corporation shall not, after the date hereof, grant any registration rights which conflict with or impair the registration rights granted hereby.

  • Conflict of Provisions The terms contained in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.

  • Waiver of Conflict Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates that the Company is the client of Xxxxxxx Procter LLP (“Firm”), and not any of the Company Stockholders. After the Closing, it is possible that Firm will represent the Company Stockholders, the Company Stockholder Representative and their respective Affiliates (individually or collectively, the “Seller Group”) in connection with the transactions contemplated herein, or in the Escrow Agreement, the escrowed funds described in Section 1.8 hereof, any claims made thereunder pursuant to this Agreement or the Escrow Agreement. The Buyer, Merger Sub and the Company hereby agree that Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement, the Escrow Agreement, the administration of the escrowed funds described in Section 1.8 hereof and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement. Each of the Buyer, Merger Sub and the Company consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representations. Each of the Buyer, the Merger Sub and the Company acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the Company and Firm will become the property of the Company Stockholder Representative and the Company Stockholders following the Closing and will not be disclosed to the Buyer or Merger Sub without the prior written consent of the Company Stockholder Representative.

  • No Conflict of Interest During the term of Executive's employment with Company and during any period Executive is receiving payments from Company, Executive must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company. Such work shall include, but is not limited to, directly or indirectly competing with Company in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which Company is now engaged or in which Company becomes engaged during the term of Executive's employment with Company, as may be determined by the Board of Directors in its sole discretion. If the Board of Directors believes such a conflict exists during the term of this Agreement, the Board of Directors may ask Executive to choose to discontinue the other work or resign employment with Company. If the Board of Directors believes such a conflict exists during any period in which Executive is receiving payments pursuant to this Agreement, the Board of Directors may ask Executive to choose to discontinue the other work or forfeit the remaining severance payments. In addition, Executive agrees not to refer any client or potential client of Company to competitors of Company, without obtaining Company's prior written consent, during the term of Executive's employment and during any period in which Executive is receiving payments from Company pursuant to this Agreement.

  • Waiver of Conflicts Recognizing that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP has acted as legal counsel to certain Sellers and their Affiliates prior to the Closing, and that Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP intends to act as legal counsel to certain Sellers and their Affiliates (which will no longer include the Target Entities) after the Closing, the Buyer and each of the Target Entities hereby waives, on its own behalf and agrees to cause its Affiliates to waive, any conflicts that may arise in connection with Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP representing such Sellers and/or their Affiliates after the Closing as such representation may relate to the Buyer, any Target Entity or the transactions contemplated herein. In addition, all communications involving attorney- client confidences between such Sellers and their Affiliates or any Target Entity and Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in the course of the negotiation, documentation and consummation of the transactions contemplated hereby shall be deemed to be attorney-client confidences that belong solely to such Sellers and their Affiliates (and not the Target Entities). Accordingly, the Target Entities shall not, without such Sellers’ consent, have access to any such communications, or to the files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP relating to its engagement, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (a) such Sellers and their Affiliates (and not the Target Entities) shall be the sole holders of the attorney-client privilege with respect to such engagement, and none of the Target Entities shall be a holder thereof, (b) to the extent that files of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP in respect of such engagement constitute property of the client, only such Sellers and their Affiliates (and not the Target Entities) shall hold such property rights and (c) Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP shall have no duty whatsoever to reveal or disclose any such Attorney-Client Communications or files to any of the Target Entities by reason of any attorney-client relationship between Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP and any of the Target Entities or otherwise. The Buyer further agrees, on its own behalf and on behalf of its Subsidiaries (including, after Closing, the Target Entities), that from and after Closing (a) the attorney-client privilege, all other evidentiary privileges, and the expectation of client confidence as to all Attorney-Client Communications belong to certain Sellers and will not pass to or be claimed by the Buyer, any Target Entity or any of their Subsidiaries, and (b) such Sellers will have the

  • Conflict of Interest Guidelines I agree to diligently adhere to the Conflict of Interest Guidelines attached as Exhibit D hereto.

  • Conflict of Interests 14.1. A director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company.

  • Cumulative Effect; Conflict of Terms The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several limitations or measurements to regulate similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control.

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