Duties Other Interests Sample Clauses

Duties Other Interests. Except as expressly set forth in this Agreement, no Covered Person (as defined below) shall have any duties, stated or implied by law or equity, including fiduciary duties, or liabilities to the Company or the Sole Member, and the provisions of this Agreement shall replace any such other duties and liabilities of the Covered Persons. Without limiting the foregoing, each Covered Person may engage in any business or profession or possess any interest in other businesses or professions of every nature and description, independently or with others, including, without limitation, any business or other activity which might be in competition with the business or activities conducted by the Company. The Company shall not have any rights in such ventures, including, without limitation, any rights to the income or profits thereof. Unless otherwise expressly provided in this Agreement, whenever a potential conflict of interest exists or arises between the Sole Member or any of its affiliates (other than the Company and its controlled affiliates), or any Manager, on the one hand, and the Company or any of its controlled affiliates, on the other, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved for all purposes, and shall not constitute a breach of this Agreement or of any obligation hereunder, if the resolution or course of action in respect of such conflict of interest is (i) approved by the Independent Managers, (ii) on terms no less favorable to the Company or its controlled affiliates, as applicable, than those generally being provided to or available from unrelated third parties or (iii) fair and reasonable to the Company or its controlled affiliate(s), as applicable, taking into account the totality of the relationships between the parties involved (including other transactions that may be favorable or advantageous to the Company or its controlled affiliates). The Company and the Board may but shall not be required in connection with the resolution of such conflict of interest to seek approval of the Independent Managers of such resolution, and the Board may also adopt a resolution or course of action that has not received the approval of the Independent Managers. If approval of the Independent Managers is not sought and the Board determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clause (ii) or (iii) above,...
Sample 1Sample 2
AutoNDA by SimpleDocs
Duties Other Interests 
Sample 1Sample 2Sample 3See All (7)

Related to Duties Other Interests

  • Duties of the Custodian with Respect to Property of the Fund Held By the Custodian in the United States

  • No Other Interests To the best of Borrower’s knowledge after due inquiry and investigation, no Person has (a) any possessory interest in the Mortgaged Property or right to occupy the Mortgaged Property except under and pursuant to the provisions of existing Leases by and between tenants and Borrower (a form of residential lease having been previously provided to Lender together with the material terms of any and all Non-Residential Leases at the Mortgaged Property), or (b) an option to purchase the Mortgaged Property or an interest in the Mortgaged Property, except as has been disclosed to and approved in writing by Lender.

  • Duties of Members Each Member shall use his or her best efforts to promote the business of the LLC.

  • Other Interests It is understood that Trustees and officers of the Trust and shareholders of the Fund are or may be or become interested in the Adviser as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Adviser may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) that the Adviser may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Xxxxx Xxxxx” or “Boston Management and Research” or any combination thereof as part of their name, and that the Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.

  • DUTIES OF GFS GFS’s duties with respect to Fund Accounting, Fund Administration and Transfer Agency services are detailed in Appendices I, II and III to this Agreement.

  • Duties of City CITY shall provide pertinent information regarding its requirements for the project. CITY shall examine documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of CONSULTANT'S work.

  • DUTIES OF MSS 1.01 Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints MSS to act, and MSS agrees to act, as transfer agent for the Trust’s authorized and issued shares of beneficial interest of each class of each portfolio of the Trust (the “Shares”), and as dividend disbursing and redemption agent for the Trust.

  • Duties of Provider 5. D e-Identified Data. Section 5 (De-Identified Data) of Article IV (Duties of Provider) of the SDPA is hereby modified by deleting “indirectly” from the last sentence and by deleting the second to last sentence and replacing with the following sentence: “Except for Subprocessors, Provider agrees not to transfer de- identified Student Data to any party unless (a) that party agrees in writing not to attempt re-identification, and (b) that party agrees to comply with all applicable federal, state, and local laws, rules, and regulations pertaining to Student Data privacy and security, all as may be amended from time to time.”

  • Duties of the Transfer Agent The Transfer Agent shall be responsible, separately and through its subsidiaries or affiliates, for the following functions:

  • Duties of Agent The Agent shall:

Time is Money Join Law Insider Premium to draft better contracts faster.