Waiver of Self-Dealing Sample Clauses

Waiver of Self-Dealing. The Managing General Partner shall have the authority to enter into any transaction on behalf of the Partnership despite the fact that another party to the transaction may be (i) a trust of which a Partner is a trustee or beneficiary; (ii) an estate of which a Partner is an executor, administrator or beneficiary; (iii) a business controlled by one or more Partners or a business of which any Partner is also a director, officer or employee; (iv) any Affiliate; (v) any Partner, acting individually; or (vi) any relative of a Partner; provided the terms of the transaction are no less favorable than those the Partnership could obtain from unrelated third parties.
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Waiver of Self-Dealing. The Managers may enter into any transaction on the Company’s behalf despite the fact that another party to the transaction may be: Any Manager or Member; A business controlled by the Managers or Members or a business of which the Managers or any Member, or any agent of a Manager or Member, is also a direc­tor, officer, or employee or other agent; or Any affiliate, employee, stockholder, associate, manager, partner, or business associ­ate of a Manager or Member. Subject to the restrictions herein, a Manager may have other business interests and may engage in other activities in addition to those relating to management of the Company and any Manager may engage independently or with others in other business ventures of every nature and description. Neither the Company nor any Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of any other Manager or to income or proceeds derived therefrom. The pursuit of other ventures and activities by Managers is hereby consented to by the Members and the Company and shall not be deemed wrongful or improper. The Members acknowledge that the Class A Members and Managers may establish one or more additional companies, ventures or funds to pursue opportunities and business that is similar to the Business and the Class A Members and Managers have not obligation to offer such opportunities and business to the Members. Subject to Section 5.13(b), the Managers may engage in or possess an interest in other business ventures of any nature or description, independently or with others and the pursuit of such ventures shall not be wrongful or improper, and neither the Company nor any Member shall have any right by virtue of this Agreement in or to any of such ventures, or in or to the income, gains, losses or deductions derived or to be derived therefrom. The Managers shall not be obligated to offer or present any particular investment or business opportunity to the Company, but rather the Managers and shall have the right to take for their own account or to recommend to others any such particular investment or business opportunity. Notwithstanding anything to the contrary herein, the Managers or any Member may present any such opportunity to the Company as a transaction for the Company to pursue or participate as an investor, broker, adviser, consultant or otherwise.
Sample 1
Waiver of Self-Dealing. (a) The General Partner shall have the authority to enter into any transaction on behalf of the Partnership despite the fact that another party to any such transaction may be a business controlled by one or more Partners or an Affiliate of a Partner or a business of which any Partner or an Affiliate of a Partner is also a director, officer or employee, or any Partner or any Affiliate of any of the preceding.
Sample 1
Waiver of Self-Dealing. (a) The General Partner shall have the authority to enter into any transaction on behalf of the Partnership despite the fact that another party to the transaction may be (i) a trust of which a Partner is a trustee or beneficiary; (ii) an estate of which a Partner is a personal representative or beneficiary; (iii) a business controlled by one or more Partners or a business of which an partner is also a director, officer or employee; (iv) any affiliate, employee, stockholder, associate, manager, partner, or business associate; (v) any partner, acting individually; or (vi) any relative of a Partner, provided the terms of the transaction are no less favorable than those the Partnership could obtain from unrelated third parties.
Sample 1
Waiver of Self-Dealing. 1. Provided the transaction terms are no less favorable than those the Company may obtain from unrelated third parties, the Manager may enter into any transaction on the Company's behalf despite the fact that another party to the transaction may be:
Sample 1

Related to Waiver of Self-Dealing

  • Self-Dealing Unless entered into in bad faith, no contract or transaction between the Company and one or more of its Members, officers, or employees, or between the Company and any other entity or organization in which one or more of its Members, officers, or employees have a financial interest or are owners, managers, partners, directors, officers, or employees, shall be voidable solely for this reason or solely because such Member, officer, or employee was present or participated in the authorization of such contract or transaction. No Member, officer, or employee interested in such contract or transaction, because of such interest, shall be considered to be in breach of this Agreement or liable to the Company or any other Person for any loss or expense incurred by reason of such contract or transaction or shall be accountable for any gain or profit realized from such contract or transaction. While not required, approval or ratification by a majority of the Members having no interest in the transaction constitutes conclusive evidence that such transaction is permitted under this section.

  • Course of Dealing No course of dealing, nor any failure to exercise, nor any delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

  • Exclusive Dealing (a) From and after the date hereof until the earlier of the Effective Time or the Termination Date, if any, the Company shall not take, and shall not permit any of its Subsidiaries, and its and their respective officers, directors or employees to take, and shall use its reasonable best efforts to cause its Representatives not to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to or enter into any agreement with any Person or facilitate, any inquiries or submission of proposals or offers from any Person (other than Parent, Merger Sub and/or their respective Affiliates) concerning any Alternative Transaction. The Company shall, and shall cause each of its Subsidiaries to, immediately cease and cause to be terminated any existing activities, discussions or negotiations by the Company, any Subsidiary of the Company or any Representative of the Company or its Subsidiaries with any Persons (other than Parent and Merger Sub) conducted heretofore with respect to any Alternative Transaction and request from each Person that has executed a confidentiality agreement with the Company in connection with an Alternative Transaction the prompt return or destruction of all confidential information previously furnished to such Person or its representatives and terminate access by each such Person and its representatives to any online or other data rooms containing any information in respect of the Company or any of its Subsidiaries. In addition, the Company shall not, and shall cause its Subsidiaries and its and their respective Representatives not to take any action to exempt any Person (other than Parent or its Subsidiaries) or any action taken by any such Person from any state takeover statute or similarly restrictive provisions of the Company Organizational Documents, or except with respect to Parent and its Affiliates, grant any waiver or release under, or terminate, amend or otherwise modify any standstill, confidentiality or similar agreement with respect to any equity or debt securities of the Company or any of its Subsidiaries, or otherwise take any action that would render the provisions thereof ineffective. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Alternative Transaction by indicating that the Company is subject to a definitive agreement regarding a transaction and, except as provided in such definitive agreement, is unable to provide any information related to the Company or any of its Subsidiaries or entertain any proposals or offers or engage in any negotiations or discussions concerning an Alternative Transaction for as long as such definitive agreement remains in effect. Except as expressly permitted by this Section 5.4, in no event shall the Company endorse, recommend, make a public statement or support in any manner any Alternative Transaction, other than the transactions contemplated by this Agreement.

  • Other Dealings The Custodian shall otherwise act as directed by Instruction, including without limitation effecting the free payments of moneys or the free delivery of securities, provided that such Instruction shall indicate the purpose of such payment or delivery and that the Custodian shall record the party to whom the payment or delivery is made.

  • Waiver of Punitive Damages Notwithstanding anything to the contrary contained in this Agreement, the Borrower hereby agrees that it shall not seek from the Lenders or the Administrative Agent punitive, consequential, or indirect damages relating to any such matters under any theory of liability.

  • No Course of Dealing No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

  • Exclusive Dealings For so long as this Agreement remains in ------------------ effect, neither Seller nor any person acting on Seller's behalf shall, directly or indirectly, solicit or initiate any offer from, or conduct any negotiations with, any person or entity concerning the acquisition of all or any interest in any of the Purchased Assets or the Stations, other than Buyer or Buyer's permitted assignees.

  • No Waiver by Course of Conduct No Secured Party shall by any act (except by a written instrument pursuant to Section 8.5), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

  • Waiver of Set Off Each of the parties hereto hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time to time against the Administrative Agent, the Lenders, the Lender Agents or their respective assets.

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