Avoidance of Conflict Sample Clauses

Avoidance of Conflict. Conflicts can arise because a committee member might be in the same department or program as one of the parties in dismissal proceedings, or given the close academic community that exists at the College, may have had contact, personal and/or professional relationships with one or more parties in the dismissal proceedings. These conflicts have the potential to bias, directly or indirectly, dismissal proceedings. DRC members must always keep this potential in mind and recuse themselves where a conflict of interest arises. If a member of the DRC is challenged by an entity (AHE, CBC, or the faculty member subject to dismissal proceedings) based on a perceived conflict of interest and the DRC member refuses to recuse themselves, the presiding officer will determine whether the challenged DRC member would be able to make a fair and impartial recommendation in light of the challenged person’s knowledge of the case, contact or personal or professional relationship with the faculty member facing dismissal proceedings. In no case shall a member of the DRC sit in judgment of their own case or the case of their spouse, significant other, or family member. The supervising administrator of the faculty member(s) subject to dismissal shall not be a member of the DRC.
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Avoidance of Conflict. 8.1 Within the framework of its own laws and to the extent compatible with its own interests each agency will seek at all stages in its activities to take into account the important interests of the other. Where there are any instances where the other’s interests may be impinged urgent and immediate consultation should take place.
Sample 1
Avoidance of Conflict. 1. Within the framework of its own laws and to the extent compatible with its important interests, each Party shall, having regard to the purpose of this Agreement as set out in Article I, give careful consideration to the other Party’s important interests throughout all phases of competition enforcement activities, including decisions regarding the ini- tiation of an investigation or proceeding, the scope of an investigation or proceeding and the nature of the remedies or penalties sought in each case. 2. Where it appears that one Party’s enforcement activities may adversely affect the im- portant interests of the other Party, each Party shall, consistent with the general princi- ples set out above, use its best efforts to arrive at an appropriate accommodation of the Parties competing interests and in doing so each Party shall consider all relevant factors, including: (i) the relative significance to the anticompetitive activities involved of conduct occur- ring within one Party’s territory as compared to conduct occurring within that of the other; (ii) the relative significance and foreseeability of the effects of the anticompetitive ac- tivities on one Party’s important interests as compared to the effects on the other Party’s important interests; (iii) the presence or absence of a purpose on the part of those engaged in the anticom- petitive activities to affect consumers, suppliers or competitors within the enforcing Party’s territory; (iv) the degree of conflict or consistency between the enforcement activities and the other Party’s laws or articulated economic policies including those expressed in the ap- plication of, or decisions under, their respective competition laws; (v) whether private persons, either natural or legal, will be placed under conflicting re- quirements by both Parties; (vi) the existence or absence of reasonable expectations that would be furthered or de- feated by the enforcement activities; (vii) the location of relevant assets; (viii) the degree to which a remedy, in order to be effective, must be carried out within the other Party’s territory; (ix) the need to minimise the negative effects on the other Party’s important interests, in particular when implementing remedies to address anti-competitive effects within the Party’s territory, and (x) the extent to which enforcement activities of the other Party with respect to the same persons, including judgments or undertakings resulting from such activities, would be affected.
Sample 1
Avoidance of Conflict. 1. It is in the common interest of the Participants to minimise any potentially adverse effects of one Participant’s enforcement activities on any of the other Participants’ interests in the application of their competition and fair trading laws. 2. Where one Participant informs another Participant that specific enforcement activity by the second Participant may affect the first Participant’s interests in the application of its competition and fair trading laws, the second Participant will endeavour to provide: (a) timely notice of significant developments relating to those interests; and (b) an opportunity to the first Participant to provide input regarding any proposed penalty or remedy. 3. Any questions arising out of this Arrangement will be addressed in as timely and practicable a manner as circumstances permit.
Sample 1
Avoidance of Conflict. In no case shall a member of the DRC sit in judgment of her/his own case or the case of her/his spouse, significant other, or family member. The supervising administrator of the faculty member(s) subject to dismissal shall not be a member of the DRC.
Sample 1
Avoidance of Conflict. Notwithstanding anything in this Agreement to the contrary, to the extent the provisions contained herein conflict with the terms of the Guaranty and Security Agreement among Holdings, Aventine and certain of its Subsidiaries and the Administrative Agent dated as of May 30, 2003 (as amended, the “ABL Security Agreement”) with respect to ABL Priority Collateral (as defined in the Intercreditor Agreement), the terms of the ABL Security Agreement shall govern except as otherwise provided in the Intercreditor Agreement.
Sample 1
Avoidance of Conflict. Notwithstanding anything in this Article 5 to the contrary, to the extent the provisions contained herein conflict with the terms of that certain Security Agreement among Borrower, Parent, the Trustee and certain other grantors thereunder from time to time (the “Trustee Security Agreement”) dated as of the date hereof, with respect to Term Priority Collateral, the terms of the Trustee Security Agreement shall govern except as otherwise provided in the Intercreditor Agreement.
Sample 1
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Related to Avoidance of Conflict

  • Absence of Conflict The Executive represents and warrants that his employment by the Company as described herein shall not conflict with and will not be constrained by any prior employment or consulting agreement or relationship.

  • Absence of Conflicts The execution and delivery of this Agreement and any other document or instrument contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, and compliance with the requirements hereof and thereof, will not (a) violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor, (b) violate any provision of any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument, agreement, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management may be subject.

  • Definitions; Conflicts References to a “Section” or the “recitals” are, unless otherwise specified, to a Section or the recitals of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Servicing Agreement. To the extent of any inconsistency between this Agreement and the Servicing Agreement, the terms of this Agreement shall control. Whenever used in this Agreement, the following terms shall have the respective meanings set forth below unless the context clearly requires otherwise.

  • Absence of Conflicting Agreements Subject to obtaining the Consents, the execution, delivery, and performance by Buyer of this Agreement and the Escrow Agreement and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party; (ii) will not conflict with the Articles of Incorporation or Bylaws of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, injunction, decree, rule, regulation, or ruling of any court or governmental instrumentality; or (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, or permit to which Buyer is a party or by which Buyer may be bound, such that Buyer could not acquire or operate the Assets.

  • Waiver of Conflicts (a) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP may serve as counsel to the Company Equity Holders and their Affiliates in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP prior to the Closing Date of the Company. The Parties hereby (i) waive any claim they have or may have that Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises either before or after the Closing between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and any of the Company Equity Holders or any of their respective Affiliates, on the other hand, Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP may represent the Company Equity Holders or any of their respective Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company) and even though Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP may have represented the Company in a matter substantially related to such dispute. The Parties also further agree that, as to all communications prior to the Closing among Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP and the Company, the Company Equity Holders or the Company Equity Holders’ Affiliates and Representatives, that relate in any way to the Transactions, the attorney-client privilege and the expectation of client confidence belong to the Company Equity Holders and may be controlled by the Company Equity Holders and shall not pass to or be claimed by Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company). Notwithstanding the foregoing, in the event that a dispute arises between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, the Surviving Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and/or Xxxxxxxx Xxxxxxx LLP to such third party; provided, however, that the Surviving Company may not waive such privilege without the prior written consent of the Company Securityholder Representative. (b) The Parties agree, on their own behalf and on behalf their respective directors, officers, managers, employees and Affiliates, that, following the Closing, Ellenoff Xxxxxxxx & Schole LLP may serve as counsel to the Parent Sponsor and its Affiliates in connection with any matters related to this Agreement and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement or the Transactions notwithstanding any representation by Ellenoff Xxxxxxxx & Schole LLP prior to the Closing Date of Parent. The Parties hereby (i) waive any claim they have or may have that Ellenoff Xxxxxxxx & Schole LLP has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises either before or after the Closing between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and Parent Sponsor or any of its Affiliates, on the other hand, Ellenoff Xxxxxxxx & Schole LLP may represent the Parent Sponsor or any of its Affiliates in such dispute even though the interests of such Person(s) may be directly adverse to Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company) and even though Ellenoff Xxxxxxxx & Schole LLP may have represented the Company in a matter substantially related to such dispute. The Parties also further agree that, as to all communications prior to the Closing among Ellenoff Xxxxxxxx & Schole LLP and Parent, the Parent Sponsor or the Parent Sponsor’s Affiliates and Representatives, that relate in any way to the Transactions, the attorney-client privilege and the expectation of client confidence belong to the Parent Sponsor and may be controlled by the Parent Sponsor and shall not pass to or be claimed by Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company). Notwithstanding the foregoing, in the event that a dispute arises between Parent (or the Surviving Pubco), Merger Sub or the Company (or the Surviving Company), on the one hand, and a third party other than a Party to this Agreement (or any Affiliate or Representative thereof) after the Closing, the Surviving Pubco may assert the attorney-client privilege to prevent disclosure of confidential communications by Ellenoff Xxxxxxxx & Schole LLP to such third party; provided, however, that the Surviving Pubco may not waive such privilege without the prior written consent of the Parent Sponsor.

  • Provisions in Conflict with Law The provisions of this Agreement are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with applicable law, the conflicting provision shall be deemed never to have constituted a part of this Agreement; provided, however, that such determination shall not affect any of the remaining provisions of this Agreement or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Agreement in any jurisdiction.

  • Binding Effect; Choice of Law This Lease shall be binding upon the parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located.

  • Several Obligations; Nonreliance; Violation of Law The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law.

  • Waiver of Conflict Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its directors, members, partners, officers, employees and Affiliates that the Company is the client of Xxxxxxx Procter LLP (“Firm”), and not any of the Company Stockholders. After the Closing, it is possible that Firm will represent the Company Stockholders, the Company Stockholder Representative and their respective Affiliates (individually or collectively, the “Seller Group”) in connection with the transactions contemplated herein, or in the Escrow Agreement, the escrowed funds described in Section 1.8 hereof, any claims made thereunder pursuant to this Agreement or the Escrow Agreement. The Buyer, Merger Sub and the Company hereby agree that Firm (or any successor) may represent the Seller Group in the future in connection with issues that may arise under this Agreement, the Escrow Agreement, the administration of the escrowed funds described in Section 1.8 hereof and any claims that may be made thereunder pursuant to this Agreement or the Escrow Agreement. Firm (or any successor) may serve as counsel to all or a portion of the Seller Group or any director, member, partner, officer, employee, representative, or Affiliate of the Seller Group, in connection with any litigation, claim or obligation arising out of or relating to this Agreement, the Escrow Agreement, or the transactions contemplated by this Agreement or the Escrow Agreement. Each of the Buyer, Merger Sub and the Company consents thereto, and waives any conflict of interest arising therefrom, and each such party shall cause any Affiliate thereof to consent to waive any conflict of interest arising from such representations. Each of the Buyer, the Merger Sub and the Company acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in this connection. Communications between the Company and Firm will become the property of the Company Stockholder Representative and the Company Stockholders following the Closing and will not be disclosed to the Buyer or Merger Sub without the prior written consent of the Company Stockholder Representative.

  • Absence of Existing Defaults and Conflicts Neither the Company nor any of its subsidiaries is in violation of its respective charter or by-laws or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect.

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