Sole Discretion; Good Faith Sample Clauses

Sole Discretion; Good Faith. Corporate Opportunities of Adviser 9
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Sole Discretion; Good Faith. Corporate Opportunities of Advisor 12 Section 3.11 Determinations by the Board 13 ARTICLE IV FEES AND EXPENSES; ADVISORY, MANAGEMENT AND DISTRIBUTION ARRANGEMENTS 13 Section 4.1 Expenses 13 Section 4.2 Advisory and Management Arrangements 13 Section 4.3 Supervision of Advisor and Administrator 14 -i- TABLE OF CONTENTS (continued) Page Section 4.4 Fiduciary Obligations of Advisor 14 Section 4.5 Experience of Officers and Advisor 14 Section 4.6 Termination of Advisory Agreement .15 Section 4.7 Distribution Arrangements 15 Section 4.8 Parties to Contract 15 ARTICLE V INVESTMENT OBJECTIVES AND LIMITATIONS 16 Section 5.1 Investment Objective 16 Section 5.2 Investment in Other Programs 16 Section 5.3 Other Goods or Services 17 ARTICLE VI CONFLICTS OF INTEREST 18 Section 6.1 Sales and Leases to Company 18 Section 6.2 Sales and Leases to the Advisor, Trustees or Affiliates 18 Section 6.3 Loans 19 Section 6.4 Commissions on Financing, Refinancing or Reinvestment 19 Section 6.5 Rebates, Kickbacks and Reciprocal Arrangements 19 Section 6.6 Exchanges 19 Section 6.7 Other Transactions 19 Section 6.8 Lending Practices 19
Sample 1
Sole Discretion; Good Faith. Corporate Opportunities of Advisor 9 Section 3.11 Trust Only 10 ARTICLE IV FEES AND EXPENSES; ADVISORY, MANAGEMENT AND DISTRIBUTION ARRANGEMENTS 10 Section 4.1 Expenses 10 Section 4.2 Advisory and Management Arrangements 10 Section 4.3 Distribution Arrangements 10 Section 4.4 Parties to Contract 11 TABLE OF CONTENTS (continued) Page
Sample 1
Sole Discretion; Good Faith. Corporate Opportunities of Advisor 12 Section 3.11 Determinations by the Board 13 ARTICLE IV FEES AND EXPENSES; ADVISORY, MANAGEMENT AND DISTRIBUTION ARRANGEMENTS 13 Section 4.1 Expenses 13 Section 4.2 Advisory and Management Arrangements 13 Section 4.3 Supervision of Advisor and Administrator 14 TABLE OF CONTENTS (continued) Page
Sample 1

Related to Sole Discretion; Good Faith

  • Sole Discretion As the term "sole discretion" is used in this Agreement, --------------- unless otherwise defined, it will be interpreted as the exercise of reasonable discretion applying normal business practices to a contractual relationship between a company and its chairman and chief executive officer.

  • Good Faith Determination The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement.

  • Challenge to Good Faith Determination Whenever the Board of Directors of the Company shall be required to make a determination in good faith of the fair value of any item under this Section 4, such determination may be challenged in good faith by the Holder, and any dispute shall be resolved by an investment banking firm of recognized national standing selected by the Holder and reasonably acceptable to the Company.

  • Good Faith The Indenture Trustee will not be liable for any action taken or not taken in good faith which it believes to be authorized or within its rights or powers under this Indenture so long as the action taken or not taken does not amount to negligence.

  • Trustee's Good Faith Action Expert Advice; No Bond or Surety ................................................. 27

  • Good Faith Reliance The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

  • Discretion To the fullest extent permitted by law, whenever in this Agreement a Person is permitted or required to make a decision (a) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Person will be entitled to consider only those interests and factors as he, she or it desires, including his, her or its own interests, and, to the fullest extent permitted by law, will have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or the Limited Partners, or (b) in its “good faith” or under another express standard, then the Person will act under the express standard and will not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated by this Agreement or by relevant provisions of law or in equity or otherwise.

  • Trustee's Good Faith Action, Expert Advice No Bond or Surety. The exercise by the Trustees of their powers hereunder shall be binding upon everyone interested in or dealing with the Trust. A Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

  • Good Faith Negotiation Subject to Section 7.4, either Party seeking resolution of any dispute, controversy or claim arising out of or relating to this Agreement or Ancillary Agreement (including regarding whether any Assets are Transferred Assets, any Assets are Retained Assets, any Liabilities are Assumed Liabilities, any Liabilities are Retained Liabilities or the validity, interpretation, breach or termination of this Agreement or any Ancillary Agreement) (a “Dispute”), shall provide written notice thereof to the other Party (the “Initial Notice”), and within thirty (30) days of the delivery of the Initial Notice, the Parties shall attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by executives who hold, at a minimum, the title of senior vice president and who have authority to settle the Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties are unable for any reason to resolve a Dispute within thirty (30) days after the delivery of such notice or if a Party reasonably concludes that the other Party is not willing to negotiate as contemplated by this Section 7.1, the Dispute shall be submitted to mediation in accordance with Section 7.2.

  • No Liability for Good Faith Determinations The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

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