DUTY OF Sample Clauses

DUTY OF. ENQUIRY For each Series, no person dealing with the Trustee or with any Receiver of all or any of the Secured Property in respect of such Series appointed by the Trustee shall be concerned to enquire whether any event has happened upon which any of the powers, authorities and discretions conferred by or pursuant to these presents in relation to such Secured Property in respect of such Series or any other Secured Property or any other property, assets or undertaking are or may be exercisable by the Trustee or by any such Receiver or otherwise as to the propriety or regularity of acts purporting or intended to be in exercise of any such powers, authorities or discretions and all the protections to purchasers contained in Sections 104 and 107 of the Law of Property Act 1925 shall apply to any person purchasing from or dealing wxxx xxx Trustee or any such Receiver in like manner as if the statutory powers of sale and of appointing a Receiver in relation to such Secured Property in respect of such Series or any other Secured Property or any other property, assets or undertaking had not been varied or extended by these presents.
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DUTY OF confidentiality During the period from the date of this Agreement until 2 years after the earlier termination or expiry of this Agreement, each Party must treat as confidential all the provisions of this Agreement and any information disclosed by the other Party pursuant to this Agreement and each Party must not disclose such information to third persons without the prior written consent of the other and it must take all reasonable precautions to ensure that its employees maintain the confidentiality of such information, except: (a) each Party may disclose such confidential information under similar conditions of confidentiality to any Related Corporation; (b) the provisions of this clause will not apply to information which is or becomes part of the public knowledge or literature or which is lawfully obtained by a Party from sources other than this Agreement or the other Party; (c) each Party and any Related Corporation may make such disclosures as are required by law or by the rules of any stock exchange or regulatory agency having jurisdiction over such Party or Related Corporation; (d) each Party and any Related Corporation may disclose such confidential information to any of the undermentioned persons provided that the disclosing Party first obtains a binding confidentiality undertaking from them in favour of the other Party which reflects the intent of this clause: (i) any professional adviser;
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DUTY OF. (a) Where permission has to members of the Bargaining of the Union to leave their employment temporarily for the purpose of collective bargaining with the Employer or for the of settling a as out- lined below, members suffer loss of pay for the time so spent. In negotiations with the Board of School of School District No. (Vancouver) and the Board of and Recreation, the Vancouver ' Board, and other emanations of the Employer, one member of the Committee not directly concerned with the Board in question may be granted leave of absence with pay to participate in such negotiations. off without pay shall be to representatives of the Union upon application to and by of the Director of Human Resources when it becomes necessary to business in with matters affecting of Union. Any full-time officer of the who is on leave of absence for the purpose of performing duties as an officer of the shall not lose seniority in the service of the Employer, and shall continue to while performing such duties. Upon retirement from the duties as an officer of the Union, such former Union officer shall be entitled to return to a position within the class of positions to which the employee's former position was allocated and for which the employee is qualified if any position within such class is held by an employee with less If all of the within such class are held by employees with more seniority or have been abolished, such Union officer be to to any other vacant position for which that employee is qualified.
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Related to DUTY OF

  • Duty of Loyalty Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty to act at all times in the best interests of Company. In keeping with such duty, Executive shall make full disclosure to Company of all business opportunities pertaining to Company’s business and shall not appropriate for Executive’s own benefit business opportunities concerning Company’s business.

  • Duty of Confidence Subject to the other provisions of this Article 10:

  • Duty of Confidentiality Licensee will protect the TCK as Oracle Confidential Information protected under this Section 6.0. A party receiving Confidential Information may not: (i) disclose Confidential Information to any third party, except that such party may exchange comments or questions concerning its use or the results of using the TCK, including relevant excerpts of the TCK, provided such TCK excerpts are inherently part of such results, but not the non-relevant portions of the TCK itself, or (ii) use Confidential Information except for the purpose of developing and testing Products. The receiving party will protect the confidentiality of Confidential Information to the same degree of care, but no less than reasonable care, as such party uses to protect its own Confidential Information. Obligations regarding Confidential Information will expire three (3) years from the date of receipt of the Confidential Information, except for source code, which will be protected by Licensee in perpetuity.

  • Duty of Care It is understood and agreed that, in furnishing the Company with the services as herein provided, neither the Transfer Agent, nor any officer, director or agent thereof shall be held liable for any loss arising out of or in connection with their actions under this Agreement so long as they act in good faith and with due diligence, and are not negligent or guilty of any willful misconduct. It is further understood and agreed that the Transfer Agent may rely upon information furnished to it reasonably believed to be accurate and reliable. In the event the Transfer Agent is unable to perform its obligations under the terms of this Agreement because of an act of God, strike or equipment or transmission failure reasonably beyond its control, the Transfer Agent shall not be liable for any damages resulting from such failure.

  • Duty of Cooperation Each party hereto shall cooperate fully with the other party hereto in all reasonable respects in order to accomplish the objectives of this Agreement.

  • No Duty of Investigation Notice in Trust Instruments, etc. No purchaser, lender, transfer agent or other person dealing with the Trustees or with any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument, certificate, Share, other security of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. The Trustees may maintain insurance for the protection of the Trust Property, its Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable or is required by the 1940 Act.

  • Duty The Buyer must pay all duty on this contract.

  • Duty of Agent Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as Agent deals with similar property for its own account. The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral and shall not impose any duty upon Agent to exercise any such powers. Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. In addition, Agent shall not be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been selected by Agent in good faith.

  • Responsibility for Filing Tax Returns (i) The Parties acknowledge that the income and operations of Company and its Subsidiaries shall be included in the consolidated, unitary or combined Tax Returns of the Xxxxxxx US Affiliated Group (each a “Combined Tax Return” and collectively the “Combined Tax Returns”) for Tax periods of Company and its Subsidiaries ending on or prior to the Closing Date, and Seller or their Affiliates shall pay any and all Taxes due with respect to such Combined Tax Returns. Acquiror shall have no rights to prepare, review or comment on any such Combined Tax Returns in which Company and its Subsidiaries are included. Seller shall prepare or cause to be prepared and shall timely file or cause to be filed all (A) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) which are required to be filed (taking into account any extensions of time to file) on or prior to the Closing Date and (B) income and franchise (in lieu of income) Tax Returns of Company and its Subsidiaries (other than Combined Tax Returns) for Tax periods ending on or before the Closing Date which are required to be filed (taking into account any extensions of time to file) after the Closing Date, and shall pay or cause to be paid any and all Taxes due (taking into account any extensions of time to pay) with respect to such Tax Returns described in this sentence; provided, however, that Acquiror shall promptly reimburse Seller for the payment of any such Taxes to the extent such Taxes were included in any reserve or liability for Taxes reflected in the calculation of Net Working Capital. All Tax Returns described in the preceding sentence (such Tax Returns, excluding, for the avoidance of doubt, Combined Tax Returns, “Pre-Closing Tax Returns”) shall be prepared in a manner consistent with prior practice of Company and its Subsidiaries unless a past practice has been finally determined to be incorrect by the applicable Governmental Authority or a contrary treatment is required by applicable Law. Seller shall deliver all such Pre-Closing Tax Returns (other than, for the avoidance of doubt, Combined Tax Returns) to Acquiror at least twenty (20) days before the due date thereof. Seller shall permit Acquiror to review and comment on each such Tax Return prior to filing, which comments Seller shall consider in good faith. If applicable, Acquiror and Company or any of its Subsidiaries shall be responsible for signing and timely filing any Tax Returns described in this Section 7.4(c)(i).

  • No Duty to Inquire (i) LC Issuer is authorized and instructed to accept and pay drafts and demands for payment under any Letter of Credit without requiring, and without responsibility for, any determination as to the existence of any event giving rise to such draft, either at the time of acceptance or payment or thereafter. LC Issuer is under no duty to determine the proper identity of anyone presenting such a draft or making such a demand (whether by tested telex or otherwise) as the officer, representative or agent of any beneficiary under any Letter of Credit, and payment by LC Issuer to any such beneficiary when requested by any such purported officer, representative or agent is hereby authorized and approved. Each Borrower releases each LC Participant from, and agrees to hold each LC Participant harmless and indemnified against, any liability or claim in connection with or arising out of the subject matter of this Section, WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY SUCH LENDER PARTY; provided, however, only that no LC Participant shall be entitled to indemnification for that portion, if any, of any liability or claim which is proximately caused by its own individual gross negligence or willful misconduct, as determined in a final judgment.

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