Separate Interests Sample Clauses

Separate Interests. The General Partner, in performing its obligations under this Agreement, may act or omit to act at the direction of Parent, considering only such factors, including the separate interests of Parent and its Affiliates (which interests may differ from, and be given priority over, the interests of the Partnership or any other Partner), as the General Partner or Parent chooses to consider, and any action of the General Partner or failure to act, taken or omitted in good faith reliance on this Section 7.04(b) will not constitute a breach of any duty (including any fiduciary duty) on the part of the General Partner or Parent to the Partnership or any other Partner. The provisions of this Agreement, to the extent that they modify or eliminate the duties and liabilities of the General Partner or any Partner otherwise existing at law or in equity, are agreed by the Partners to modify or eliminate to that extent such other duties and liabilities of the General Partner or such Partner to the fullest extent permitted by applicable law.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Separate Interests. The Secretary may, by regulation, revenue ruling, notice, or other docu- ment of general application, prescribe rules under which an applicable re- tained interest is treated as two or more separate interests for purposes of section 2701. In addition, the Commis- sioner may, by ruling issued to a tax- payer upon request, treat any applica- ble retained interest as two or more separate interests as may be necessary and appropriate to carry out the pur- poses of section 2701. [T.D. 8395, 57 FR 4264, Feb. 4, 1992] § 25.2701–8 Effective dates. Sections 25.2701–1 through 25.2701–4 and §§ 25.2701–6 and 25.2701–7 are effec- tive as of January 28, 1992. For trans- fers made prior to January 28, 1992, tax- payers may rely on any reasonable in- terpretation of the statutory provi- sions. For these purposes, the provi- sions of the proposed regulations and the final regulations are considered a reasonable interpretation of the statu- tory provisions. [T.D. 8395, 57 FR 4264, Feb. 4, 1992]
Sample 1Sample 2
Separate Interests. Any member of the Advisory Board, in performing his or her obligations under this Agreement, may act or omit to act at the direction of such Class B Member that appointed such Advisory Board member, considering only such factors, including the separate interest of such Class B Member (which interest may differ from, and be given priority over, the interests of the Company or any other Member); provided, however, that such Persons shall act in accordance with the implied contractual covenant of good faith and fair dealing.
Sample 1
Separate Interests. If at the time a person ceases to be a General Partner such person is also a Limited Partner, such cessation shall not affect such person’s rights and obligations with respect to his or her limited partnership interest.
Sample 1
Separate Interests. Epicenter and Indigo and any other working interest owner shall own its working interest in each well pursuant to the Operating Agreement separate from the other working interest owners and shall have the right to encumber such owner's working interest in the well(s) only. None of the working interest owners shall have the right to encumber the interests of the other working interest owners in any well. Should any lien or encumbrance or charging order be filed upon the working interest of the party hereto, the working interest owners, or any one of them, shall have the option, but not the obligation, to pay or discharge said lien and encumbrance or the judgment which forms the basis for said charging order, and, thereafter, be subrogated to the position of the lien creditor/judgment creditor of the debtor working interest owner.
Sample 1
Separate Interests. Where the Covenantor is the registered proprietor or proprietor of an estate in leasehold which is of a separate and definable interest in the First Land in respect of which a separate instrument of title has issued (separate interest), the obligations of the Covenantor set out in this deed will relate only to the Covenantor's separate interest and not a separate interest of any other registered proprietor of the First Land or any part of or interest in the First Land.
Sample 1
Separate Interests. A Manager, in performing his or her obligations under this Agreement, may act or omit to act at the direction of any Class A Member, considering only such factors, including the separate interests of any Class A Member and its Affiliates (which interests may differ from, and be given priority over, the interests of the Company or any other Member), as such Manager or Class A Member chooses to consider, and any action of a Manager or failure to act, taken or omitted in good faith reliance on this Section 7.04(b) will not constitute a breach of any duty (including any fiduciary duty) on the part of any such Manager or any Class A Member to the Company or any other Member or Manager. The provisions of this Agreement, to the extent that they modify or eliminate the duties (including fiduciary duties) and liabilities of any Manager or Member and their respective Affiliates, employees, agents and Representatives otherwise existing at Law or in equity, are agreed by the Company and each Member to modify or eliminate to that extent such other duties and liabilities of such Person to the fullest extent permitted by applicable Law. Each Manager shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of, or failure to act by, such Manager in good faith reliance on such advice shall in no event subject such Manager or any of such Manager’s Affiliates, employees, agents or representatives to liability to the Company or any Member.
Sample 1
AutoNDA by SimpleDocs

Related to Separate Interests

  • Outside Interests Executive shall not, without the prior written consent of the Company, directly or indirectly, during the term of this Agreement, other than in the performance of duties naturally inherent to the business of the Company and in furtherance thereof, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; provided, however, that Executive may attend to outside investments, and serve as a director, trustee or officer of, or otherwise participate in, educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with his full-time employment hereunder.

  • Interim Interest If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

  • Distributions on the REMIC Regular Interests (a) On each Distribution Date, the Trustee shall cause in the following order of priority, the following amounts to be distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R Certificates (in respect of the Class R-1 Interest), as the case may be:

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • 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.

  • Lower Tier Agreements The Performer shall include this Article, suitably modified to identify the Parties, in all subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work.

  • Percentage Interests If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

  • Participating Interests Effective in the case of each Standby L/C and Commercial L/C (if applicable) as of the date of the opening thereof, the Issuing Lender agrees to allot and does allot, to itself and each other Revolving Credit Lender, and each such Lender severally and irrevocably agrees to take and does take in such Letter of Credit and the related L/C Application (if applicable), an L/C Participating Interest in a percentage equal to such Lender’s Revolving Credit Commitment Percentage.

  • The Participating Interests Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”), an undivided percentage participating interest (a “Participating Interest”), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date the related drawing is to be paid, as set forth in Section 1.3(c) above, or if the L/C Issuer is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer under this Section 1.3 shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may have or have had against the Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Lender, and each payment by a Participating Lender under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever.

  • Permissible Interests Subject to and in accordance with the charters of the Fund and the Manager, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Manager (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Manager are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Manager (or any successor) is or may be interested in the Fund as a shareholder or otherwise, and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”).

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