Implied Duties Sample Clauses

The Implied Duties clause establishes that, in addition to the express terms of a contract, certain obligations are automatically assumed by the parties even if not explicitly stated. These duties often include acting in good faith, exercising reasonable care, and cooperating to fulfill the contract’s purpose. By recognizing these underlying responsibilities, the clause helps ensure fair dealing and fills gaps where the contract may be silent, thereby reducing the risk of disputes over unspoken expectations.
Implied Duties. The Trustee shall, prior to an Event of Default with the consent of the Borrower, and after the curing of all Events of Default that may have occurred, perform such duties and only such duties as are specifically set forth in this Bond Indenture. The Trustee shall, during the existence of any Event of Default (that has not been cured), exercise such of the rights and powers vested in it by this Bond Indenture, and use the same degree of care and skill in their exercise, as a prudent trustee would exercise or use under the circumstances in the conduct of his own affairs.
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Implied Duties. Unless an operating agreement contains a covenant or other provision that specifically incorporates a duty into the operating agreement, no duties shall be implied under the operating agreement. [2004, ch. 292.] This subtitle may not be construed to: (1) Limit the defenses of fraud, duress, or illegality; or (2) Affect any claim between a third party and a party to an operating agreement.
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Implied Duties. Licensor and Licensee agree to deal fairly and in good faith with each other in the performance of this Agreement. Licensor agrees that Licensee does not owe Licensee any “best efforts” duty or other duty to maximize the sale or other distribution of Silipos Products, whether covered by ▇▇▇▇ Patents or made with visco-elastic material. In particular, Licensor shall have no right to complain in any respect whatsoever, other than to claim breach of an express provision of this License Agreement, about how Licensee is marketing any Silipos Products on which Licensor is entitled to royalties, because the parties have agreed on a minimum annual royalty provision, as stated above, in lieu of trying to define what implied duties Licensee might have to Licensor. If there is a good faith dispute about either party’s rights or obligations under the duty of good faith and fair dealing, the dispute shall be resolved, by arbitration if necessary, before Licensor’s right to terminate this Agreement shall exist or Licensee’s right to cure shall expire.
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Related to Implied Duties

  • No Implied Duties Bank shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied against Bank in connection with this Agreement.

  • General Duties It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the Sale and Servicing Agreement and to administer the Trust in the interest of the Holder, subject to the Basic Documents and in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Servicer has agreed in the Sale and Servicing Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Servicer to carry out its obligations under the Sale and Servicing Agreement.

  • General Duties and Responsibilities 1. Responsibilities under the General Conditions of the Contract for Construction: In addition to the responsibilities herein set forth, Consulting Engineer/Architect agrees to be responsible for those matters identified in the General Conditions as being responsibilities of the Consulting Engineer/Architect. Consulting Engineer/Architect specifically acknowledges receipt of a copy of the General Conditions and acceptance of the responsibilities as set forth therein.

  • Job Duties It is understood by the parties that every incidental duty connected with operations enumerated in job descriptions is not always specifically described and employees may be required to perform other job-related duties not specifically contained in the job description; however, employees required to perform such duties shall be qualified for the work to be performed.

  • Specific Duties Manager’s duties include the following: