Fiduciary and Other Duties Sample Clauses

Fiduciary and Other Duties. 14.7.1 An Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for his, her or its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.
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Fiduciary and Other Duties. 12.5.1 To the extent that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Indemnified Person, an Indemnified Person acting under this Agreement shall not be liable to the Company or to any other Indemnified Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties of such Indemnified Person. The provisions of this Section 12.5.1 shall not be construed to relieve any Indemnified Person from liability for such Person's fraud or a Violation of the Business Judgment Rule.
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Fiduciary and Other Duties. Each Third Point Designee acknowledges his or her obligations under Section 2.04 of this Agreement in addition to the fiduciary duties and common law duties of trust and confidentiality under which every member of the Board of Directors of a Delaware company operates.
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Fiduciary and Other Duties. Notwithstanding any other provision of this Agreement, it will constitute a breach of fiduciary or other duty for the Managers, any Member, or any Affiliate of any Member, to engage in activities of the type conducted directly or indirectly by the Company, whether in direct or indirect competition with the Company or any Company Subsidiary, including without limitation, the development, management, and operation of the HTP Asia Pacific Business.
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Fiduciary and Other Duties. The Xxxxxxx Designee acknowledges his obligations under Section 2.4 of this Agreement are in addition to the fiduciary duties and common law duties of trust and confidentiality under which every member of the Board of Directors of a Delaware company operates.
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Fiduciary and Other Duties. Notwithstanding anything in the Plan or this Trust Agreement to the contrary, the Liquidating Trustee and the members of the Liquidating Trust Advisory Board shall always act in the best interests of the Liquidating Trust Beneficiaries and in furtherance of the purpose of the Liquidating Trust as set forth in Article IV.A.4 of the Plan. The Liquidating Trustee and the members of the Liquidating Trust Advisory Board shall have fiduciary duties to the Liquidating Trust Beneficiaries consistent with the fiduciary duties that a member of an official committee appointed pursuant to section 1102 of the Bankruptcy Code has to the creditor constituents represented by such committee and shall exercise his, her or its responsibilities accordingly; provided, however, that the Liquidating Trustee and the members of the Liquidating Trust Advisory Board shall not owe fiduciary obligations to any defendants or potential defendants of Retained Causes of Action in their capacities as such, it being the intent of such fiduciary duties to ensure that the Liquidating Trustee’s and the members’ of the Liquidating Trust Advisory Board obligations are to maximize the value of the Liquidating Trust Assets, including the Retained Causes of Action. Except for obligations expressly imposed on the Liquidating Trustee and the Liquidating Trust Advisory Board by this Trust Agreement, to the extent that, at law or in equity, the Liquidating Trustee or the Liquidating Trust Advisory Board has duties (including fiduciary duties) to the Liquidating Trust Beneficiaries or to any other person that is a party to or is otherwise bound by this Trust Agreement, such duties are hereby eliminated by this Trust Agreement to the fullest extent permitted by applicable law; provided, however, that this Trust Agreement does not eliminate the implied contractual covenant of good faith and fair dealing.
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Fiduciary and Other Duties. A Manager or Member acting under this Agreement shall not be liable to the Company or to any Member or its Assignees for any action taken or inaction based on its, his or her good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they purport to modify the duties (including fiduciary duties) and liabilities of a Manager or Member otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Manager or Member. Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement a Manager or Member is permitted or required to make a decision (a) in its, his or her sole discretion or under a grant of similar authority, such person shall be entitled to consider only such interests and factors as such person desires, including its, his or her own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company, any other Member or any other Person, or (b) in its, his or her good faith or under another express standard, such Person shall act under such express standard and shall not be subject to any other or different standards.
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Fiduciary and Other Duties 
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Related to Fiduciary and Other Duties

  • Stamp and other duties The Borrowers must pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Banks) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan or any Advance and agree to indemnify the Banks or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • Administrative and Other Fees The Borrower agrees to pay the administrative and other fees of the Administrative Agent as provided in the Fee Letter and as may be otherwise agreed to in writing from time to time by the Borrower and the Administrative Agent.

  • Administrative and Other Services (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).

  • Executive and Other Committees The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than two members to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust or a Series thereof, and such other powers of the Trustees as the Trustees may delegate to them, from time to time, except those powers which by law, the Declaration of Trust or these By-Laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time; the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a Chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman.

  • Utilities and Other Services 4.4.1 The Tenant shall arrange, at its own cost and expense, for the installation, connection and supply of all utilities and any other services required by it at or in relation to the Premises.

  • SPECIAL AND OTHER LEAVE 33 20.1 Bereavement Leave 33 20.2 Special Leave 33 20.3 Family Illness 34 20.4 Full-Time Union or Public Duties 34 20.5 Leave for Court Appearance 34 20.6 Leave for Writing Examinations 35 20.7 Leave for Taking Courses 35 20.8 Education Leave 35 20.9 Elections 35 20.10 General Leave 35 20.11 Leave for Medical and Dental Care 35 20.12 Donor Leave 36 20.13 Other Religious Observations 36 20.14 Child Care Expenses 36 20.15 Definition of Child 37 20.16 Compassionate Leave 37 ARTICLE 21 - MATERNITY LEAVE 37 21.1 Maternity Leave 37 21.2 Parental Leave 37 21.3 Request for Leave 38 21.4 Benefits Continuation 38 21.5 Return to Work 38 21.6 Entitlements Upon Return to Work 38 21.7 Sick Leave Credits 38 21.8 Paternity Leave 38 ARTICLE 22 - OCCUPATIONAL HEALTH AND SAFETY 39 22.1 Conditions 39 22.2 Safety Committee 39 22.3 Injury Pay Provision 39 22.4 Transportation of Incident Victims 39 22.5 Pollution Control 39 22.6 Investigation of Incidents 39 22.7 Occupational First Aid Requirements 40 22.8 Occupational Health and Safety Courses 40 22.9 Work Restrictions 40 22.10 Controlled Products, Hazardous Waste, Pesticides and Harmful Substances 41 22.11 Communicable Disease Protection 41 ARTICLE 23 - TECHNOLOGICAL CHANGE 41 23.1 Definition 41 23.2 Notice 42 23.3 Data to be Provided 42 23.4 Notice to Functional Work Xxxx 00 23.5 Consultations 42 23.6 Resulting Agreements 43 23.7 Failure to Agree 43 (iv) 23.8 Effect of Dispute Resolution or Introduction of Technological Change 43 ARTICLE 24 - CONTRACTING OUT 43 24.1 No Contracting Out 43 24.2 Contracting/Leasing 43 ARTICLE 25 - HEALTH AND WELFARE 43 25.1 Basic Medical Insurance 43 25.2 Extended Health Care Plan 43 25.3 Dental Plan 44 25.4 Group Life 45 25.5 Long-Term Disability 45 25.6 Chiropractor/Massage Therapist Fees 45 25.7 Workers' Compensation Board Claims 45 25.8 Medical Examination 45 25.9 Legislative Changes 45 25.10 Employee and Family Assistance Program 46 25.11 Definition - Full-Time 47 25.12 Payment in Lieu of Health and Welfare Benefits 47 25.13 Employment Past Age 65 – Group Benefits 47 ARTICLE 26 - WORK CLOTHING 47 26.1 Supply of Clothing 47 26.2 Maintenance of Clothing 47 ARTICLE 27 - PAYMENT OF WAGES AND ALLOWANCES 48 27.1 Equal Pay 48 27.2 Paydays 48 27.3 Retroactive Pay 48 27.4 Rates of Pay 48 27.5 Substitution Pay 48 27.6 Pay on Temporary Assignment 49 27.7 Reclassification of Position 49 27.8 Transportation for Employees 49

  • Servicing and Other Compensation The Servicer, as compensation for its activities hereunder, shall be entitled to receive, on or prior to each Distribution Date, the amounts provided for as the Servicing Fee and as reimbursement for Nonrecoverable Advances, Servicing Advances and reimbursement for Advances, all as specified by Section 5.09. The amount of compensation or reimbursement provided for shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. Additional servicing compensation in the form of assumption fees, prepayment fees and late payment charges shall be retained by the Servicer, to the extent permitted by applicable law. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees and expenses of the Trustee and any Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 5.09 and 5.21.

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

  • COMPENSATION AND OTHER FEES As compensation for the services provided by Xxxxxx xxxxxxxxx, the Company agrees to pay to Xxxxxx:

  • Reports and Other Communications to Fund Shareholders The Manager shall assist in developing all general shareholder communications, including regular shareholder reports.

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