[Board Standard of Duty Sample Clauses

[Board Standard of Duty. To the fullest extent permitted by applicable Law, no Member or Manager, in their capacity as such shall have any duty (fiduciary or otherwise) to NGR Management, New Gulf or any of their Subsidiaries or to any other Member otherwise existing at law or in equity. Notwithstanding anything to the contrary in this Agreement, to the extent that, at law or in equity, a Member or Manager has duties (including fiduciary duties) and liabilities relating thereto to NGR Management, New Gulf or any of their Subsidiaries or any Member or any other Person, such Member or Manager acting under this Agreement or in connection with NGR Management, New Gulf or any of their Subsidiaries shall not be liable to NGR Management, New Gulf or any of their Subsidiaries or to any Member or any other Person that is bound by this Agreement for breach of any such duty with respect to any act or omission that is taken or omitted in good faith reliance on the provisions of this Agreement. Each of the parties to this Agreement hereby agrees that the provisions of this Agreement, including this Section 5.6, to the extent that they limit or eliminate the duties (including fiduciary duties) and liability of a Member or Manager to NGR Management, New Gulf or any of their Subsidiaries or any other Person who is bound by this Agreement otherwise existing at law or in equity, shall replace all such other duties and liabilities of such Member or Manager. Notwithstanding the foregoing, this Section 5.6 (i) shall not eliminate the obligation of each Member to act in compliance with the express terms of this Agreement and (ii) shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. In furtherance of the foregoing provisions of this Section 5.6 (but subject to the immediately preceding sentence), when any Member or Manager takes any action under this Agreement or in connection with NGR Management, New Gulf or any of their Subsidiaries to give or withhold its consent or approval, such Member or Manager shall have no duty (fiduciary or otherwise) to consider the interests of NGR Management, New Gulf or any of their Subsidiaries or any other Members, and may act exclusively in its own interest. For the avoidance of doubt, the duties of any of the Officers of NGR Management, in their capacities as such, shall not be limited or affected in any respect by this Section 5.6 to the extent of any duties they may have under the Act or otherwise under applicable law. Eac...
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Related to [Board Standard of Duty

  • Standard of Conduct To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

  • STANDARD OF PRACTICE CONTRACTOR warrants that it has the degree of learning and skill ordinarily possessed by reputable professionals practicing in similar localities in the same profession and under similar circumstances. CONTRACTOR’s duty is to exercise such care, skill and diligence as professionals engaged in the same profession ordinarily exercise under like circumstances.

  • Standard of Services All services to be rendered by SCM hereunder shall be performed in a professional, competent and timely manner subject to the supervision of the Board of Directors of the Corporation on behalf of the Funds. The details of the operating standards and procedures to be followed by SCM in the performance of the services described above shall be determined from time to time by agreement between SCM and the Corporation.

  • Standard of Care In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

  • Civic Duty Whenever an employee is served with a subpoena by a court of competent jurisdiction which compels his/her presence as a witness during his/her normal working period, unless he/she is a party to the litigation or an expert witness, such employee shall be granted time off with pay in the amount of the difference between the employee's regular earnings and any amount he/she receives for such appearance. This Article is not applicable to appearances for which the employee receives compensation in excess of his/her regular earnings. A court of competent jurisdiction is defined as a court within the County in which the employee resides or if outside the county of residence, the place of appearance must be within 150 miles of the employee's residence.

  • Off Duty day - Except where the provisions of 10.3.1 apply, if a public holiday, other than Waitangi Day and ANZAC Day, falls on a rostered employee's off duty day (such off duty day not being a Saturday or a Sunday) the employee shall be granted an additional day's leave at a later date convenient to the Employer.

  • Standard of Review The Parties acknowledge and agree that the standard of review for any avoidance, breach, rejection, termination or other cessation of performance of or changes to any portion of this integrated, non-severable Agreement (as described in Section 22) over which FERC has jurisdiction, whether proposed by Seller, by Buyer, by a non-party of, by FERC acting sua sponte shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v.

  • Standard of Service The Service Provider shall perform the Services in a competent and professional manner according to standards agreed upon by the Service Provider and the Company. The Service Provider agrees that it will exercise due diligence to abide by and comply with all laws, statutes, rules, regulations, and orders of any governmental authority in the performance of its Services under this Agreement. The Service Provider will conduct its business and perform its obligations in a manner which will not cause the possible revocation or suspension of the Company's Certificate(s) of Authority or cause the Company to sustain any fines, penalties, or other disciplinary action of any nature whatsoever.

  • Standard of Interpretation The parties agree that, unless the constitutional implications inherent in plea agreements require otherwise, this plea agreement should be interpreted according to general contract principles and the words employed are to be given their normal and ordinary meanings. The parties further agree that, in interpreting this agreement, any drafting errors or ambiguities are not to be automatically construed against either party, whether or not that party was involved in drafting or modifying this agreement. XXXX XXXXXXXX United States Attorney Dated: 6/25/2010 /S/ XXXXXXX X. XXXXXXXX XXXXXXX X. XXXXXXXX Assistant United States Attorney Dated: 6/25/2010 /S/ XXXXXX X. XXXXXXXXXXX XXXXXX X. XXXXXXXXXXX Assistant United States Attorney Dated: 6/25/2010 /S/ XXXX X. XXXXX XXXX X. XXXXX BY APG Trial Attorney, Counterterrorism Section National Security Division, U.S. Dept. of Justice DEFENDANT INITIALS: MH I have consulted with my attorneys and fully understand all of my rights with respect to the offenses charged in the Indictment. Further, I have consulted with my attorneys and fully understand my rights with respect to the provisions of the Sentencing Guidelines. I have read this plea agreement and carefully reviewed every part of it with my attorneys. I understand this plea agreement and I voluntarily agree to it. Dated: 6/25/2010 /S/ MUBARAK XXXXX XXXXXXX XXXXX Defendant We are Defendant XXXXXXX XXXXX’x attorneys. We have fully explained to him his rights with respect to the offenses charged in the Second Superseding Indictment. Further, we have reviewed with him the provisions of the Sentencing Guidelines which might apply in this case. We have carefully reviewed every part of this plea agreement with him. To our knowledge, XXXXXXX HAMED’s decision to enter into this plea agreement is an informed and voluntary one. Dated: 6/25/2010 /S/ XXXXXX X. XXXXX XXXXXX X. XXXXX Attorney for Defendant Dated: 6/25/2010 /S/ XXXXXXX X. XXXXX XXXXXXX X. XXXXX Attorney for Defendant DEFENDANT INITIALS: MH

  • Special Duty The Employer, with the participation of the Union, will develop and maintain a process for the application of special duty opportunities for employees. Work requested by an individual or group, other than the employer, will be considered special duty. Examples include but are not limited to, lodge security and yacht club security. Special duty does not include events or other activities sponsored by the Employer. At events cosponsored by the Employer or conducted as a special event, assignments shall be made to interested bargaining unit members unless the specific job includes a majority of supervisory duties. The issue of special duty will be referred to labor management committees with the full expectation that they will pursue the matter and attempt to develop acceptable guidelines.

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