Conflicts of Interest; Confidentiality. Contractor covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required under this Agreement. Without limitation, Contractor represents to and agrees with the MVEMSA that Contractor has no present, and will have no future, conflict of interest between providing the MVEMSA services hereunder and any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to the MVEMSA, as determined in the reasonable judgment of the MVEMSA JPA Board of Directors.
Conflicts of Interest; Confidentiality. (a) No Manager or committee member, as the case may be, shall be disqualified from voting on, or shall be required to remove himself or herself from, the consideration of or voting on, any matter by reason of such Manager’s or committee member’s interest in such matter (it being understood that in approving or disapproving any matter, a Manager or committee member may act to protect the interest of such Manager or committee member, as a Manager or committee member, in each case, in any other capacity).
(b) Each Manager shall be bound by the confidentiality obligations contained in Section 12.4. The Company may require individual Managers to enter into agreements with the Company in accordance with this Agreement as a condition to serving on the Board.
Conflicts of Interest; Confidentiality. (a) The Company acknowledges that Advisor (and its affiliates) intend to provide services which are similar to the Advisory Services to other persons or entities, some of which may be in competition with the Company. The Company agrees that it will not assert that the provision of any such other services constitutes a conflict of interest or breach of this Agreement or otherwise gives rise to a claim against Advisor or any such affiliate.
(b) Advisor agrees to treat confidentially any non-public information provided to it by the Company hereunder and not to disclose such information to any other person (other than any of Advisor's employees, representatives or affiliates who need to know such information for purposes of performing Advisory Services or members of the Company's Board of Directors or representatives of Capital Z Financial Services Fund II, L.P. or its general partner), except as may be required by law or legal process.
Conflicts of Interest; Confidentiality. It is recognised that on occasion certain elements of service delivery may necessitate a degree of confidentiality and/or could place an individual in a position of a conflict of interests between the PCC and the Chief Constable. It is anticipated these circumstances would be rare, if at all, and would more likely involve senior personnel, typically the service lead. In such circumstances the individual must identify any concerns and bring these to the attention of the CEX, ACO or if necessary directly with the PCC and Chief Constable who will provide direction on the matter. In rare instances, it may be necessary for the CC or the PCC to obtain independent advice. Both parties agree that, during the term of this SLA, or at any time thereafter, neither they nor any of their employees, agents (including volunteer staff) or sub-contractors, shall divulge, furnish or make accessible to anyone any confidential information unless: • at the date of this SLA, the confidential information is already in the public domain or subsequently comes into the public domain through no fault of the other party; • the confidential information rightfully becomes available to the other party from sources not bound by obligations of confidentiality • the confidential information was available to the other party on a non-confidential basis prior to its disclosure to such party; • the other party is required by compulsion of law to disclose • The parties agree that all discussions and negotiations shall be carried out on a strictly confidential basis and any statements (either written or oral) to be made in relation to the existence of the negotiations between the parties shall be subject always to written agreement by both parties and the overarching provisions of the scheme of governance. The disclosure of confidential information is a matter for discussion between the Commissioner and Chief Constable.
Conflicts of Interest; Confidentiality. Each holder of Units, its Affiliates and each of their respective stockholders, representatives, directors, officers, controlling persons, partners, members and employees may have business interests and engage in business activities in addition to those relating to the Company and its Subsidiaries, except as any such Person may have otherwise agreed with the Company in writing. Neither the Company nor any of the other Unitholders shall have any rights by virtue of this Agreement in any business ventures of any such Person. Notwithstanding the foregoing, any Unitholder that holds more than five percent (5%) of the Units of the Company shall provide the Company and the Managers with prior notice of any investment by such Unitholder (or any Affiliate thereof) in a direct competitor of the Company, as determined reasonably and in good faith by the Managers. In the event of such a competing investment, the Unitholder involved shall be required to enter into appropriate agreements with the Company limited its access with respect to certain types of Company information. Each Unitholder agrees that such Unitholder (and its Affiliates) will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company, whether pursuant to the terms of this Agreement or otherwise (including any information received by the Unitholder or its Affiliates from or through the Managers), unless such confidential information (A) is known or becomes known to the public in general (other than as a result of a breach of this provision by such Unitholder), (B) is or has been independently developed or conceived by the Unitholder without use of the Company’s confidential information, or (C) is or has been made known or disclosed to the Unitholder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that a Unitholder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Unitholder in the ordinary course of business, provided that such Unitholder informs such Person that such information is confidential and directs such Person to...
Conflicts of Interest; Confidentiality. The relationship between the Members is one of confidence and trust. Neither Member will disclose confidential information about the Company or the other Member to others without first advising the other Member of its intent to do so and receiving such Member's prior written consent thereto, and such consent will not be unreasonably withheld. In connection with any such disclosure, the disclosing Member will obtain a suitable confidentiality undertaking from the party to whom the disclosures are to be made prior to making any such disclosure.
Conflicts of Interest; Confidentiality a. The Rail Operator represents that it is familiar with Section 1090 et seq. and Section 87100 et seq. of the Government Code of the State of California, and that it does not know of any facts that constitute a violation of said sections.
b. The Rail Operator represents that it has completely disclosed to the Port all facts bearing upon any possible interests, direct or indirect, that the Rail Operator believes any member of the Port, or other officer, agent or employee of the Port or any department presently has, or will have, in this Agreement or in the performance thereof. Willful failure to make such disclosure, if any, shall constitute ground for termination of this Agreement by the Port for cause. The Rail Operator agrees to comply with all conflict of interest codes adopted by the City or the Port of Oakland and their reporting requirements.
c. The Rail Operator covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the negotiation of the Rail Operating Agreement or any other obligations of the Rail Operator under this Agreement. Without limitation, the Rail Operator represents to and agrees with the Port that the Rail Operator has no present, and will have no future, conflict of interest between providing the Port the services contemplated by the Rail Operating Agreement and any interest the Rail Operator may presently have, or will have in the future, with respect to any other person or entity (including but not limited to any federal or state wildlife, environmental or regulatory agency) which has any interest adverse or potentially adverse to the Port, as determined in the reasonable judgment of the Port. The provisions of this Section 9(c) shall remain fully effective indefinitely after the expiration or termination of the Term.
d. The Rail Operator acknowledges and agrees that, in connection with the negotiation of the Rail Operating Agreement or other obligations of the Rail Operator hereunder, the Rail Operator may have access to private or confidential information which may be owned or controlled by the Port and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to the Port. The Rail Operator agrees that all information disclosed by the Port to or discovered by the Rail Operator shall be held in strict confidence and used only in performance of the Agreement. The ...
Conflicts of Interest; Confidentiality