DISCLOSURE AND WAIVER OF CONFLICT OF INTEREST Sample Clauses

DISCLOSURE AND WAIVER OF CONFLICT OF INTEREST. Committee members may be appointed by, affiliated with or employed by Declarant. If Declarant submits an Application to the Committee for approval, Committee members appointed by Declarant may have a conflict of interest in rendering their decisions. Neither Declarant nor any Committee member shall have any liability to any Owner, Occupant or other Person as a result of decisions which may benefit Declarant rendered in good faith by the Committee or any Committee member, and each Owner hereby waives any claim of liability against Declarant, the Committee or any Committee member, based upon such conflict of interest. Nothing in this Section 6.11 is intended to limit the application or meaning of Section 14.6. EXHIBIT F -26- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]
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DISCLOSURE AND WAIVER OF CONFLICT OF INTEREST. The Members hereby acknowledge and agree that (a) Wildman, Harrold, Xxxxx & Xxxxx LLP (“Xxxxxxx”) has participated in the negotiations of this Agreement on JF US’s behalf and has represented, currently represents and expects to represent in the future JF US and its Affiliates; (b) Xxxxxxxx & Xxxxx LLP has participated in the negotiations of this Agreement on CenterPoint’s behalf and has represented, currently represents and expects to represent in the future CenterPoint and its Affiliates; (c) the Company has agreed to retain Xxxxxxx as counsel in connection with the Credit Facility, the Sale Agreement, the Master Lease Agreement, the Purchase Agreement and the Right of First Offer Agreement and other matters, and Xxxxxxx has advised the Members and the Officers that a conflict of interest exists; (d) the Members, the Officers and the Company have been informed and understand that the Illinois Code of Professional Responsibility, which governs attorney conduct in Illinois, requires Xxxxxxx to disclose this conflict and to obtain the Members’ and the Company’s consent in order for Xxxxxxx to represent JF US in connection with this Agreement and the Company in connection with the Credit Facility, the Sale Agreement, the Master Lease Agreement, the Purchase Agreement and the Right of First Offer Agreement and generally in the future; and (e) the Members acknowledge that they have been advised of the conflict. Accordingly, the Members hereby consent to Xxxxxxx’x representations described above despite the fact that Xxxxxxx will continue to represent JF US and its Affiliates in connection with unrelated transactions. In addition, the Members hereby agree that (i) in the event of a dispute between JF US or its Affiliates or the Company on the one part and CenterPoint or its affiliates on the other part, CenterPoint will not take any action to preclude Xxxxxxx from representing JF US or its Affiliates or the Company and advocating positions adverse to CenterPoint, and (ii) Section 6.3(B)(xxiii) shall not apply to the legal representation of CenterPoint by Xxxxxxx as described in this Section 11.24.
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DISCLOSURE AND WAIVER OF CONFLICT OF INTEREST. It is the --------------------------------------------- intention of the parties that Component Sites may be located near and integrated with hotels having or using the Westin name ("Integrated Hotels"). SRI acknowledges that the contractual and other legal duties and obligations Westin or its Affiliates may owe to the owners, operators and franchisees of the Integrated Hotels, in Westin's (or its Affiliate's) capacity as licensor, manager, lender, investor, franchisor or partner, may potentially conflict with the contractual and other legal duties, including the duty of loyalty, Westin (or its Affiliate(s)) may owe to a Development Entity, SRI or its Affiliates pursuant to this Agreement, agreements governing the Development Entities or otherwise. Accordingly, SRI agrees that in the event of such a conflict of interest, Westin's primary duties shall be owed to the Integrated Hotel and not the Component Site or its related entities. Any act or omission by Westin or its Affiliates done or made in good faith and in the absence of fraud, gross negligence or willful misconduct, in the fulfillment of their duties or obligations owed to the Integrated Hotel, whether by contract or other legal requirement, shall not subject Westin or its Affiliates to any liability to SRI, the Development Entity or any of their Affiliates. SRI also waives any claims it may have against Westin or its Affiliates for any breach of the duty of loyalty, fiduciary duty or other similar legal duty owed by law, pursuant to this Agreement, or any agreement governing a Development Entity, as a result of the fulfillment by Westin or its Affiliate(s) of such duties and obligations owed to the Integrated Hotel.
Sample 1
DISCLOSURE AND WAIVER OF CONFLICT OF INTEREST. The parties to this Agreement acknowledge that Fragner Sxxxxxx Pxxx & Wxxxxxxx LLP (“FSPW”) has represented Buyer in connection with the transactions contemplated by this Agreement, and that FSPW has previously represented the Companies and their predecessors in certain real estate and/or corporate matters. The parties each acknowledge that FSPW’s representation of Buyer without obtaining a waiver of the foregoing conflict of interest would not be permissible under California law, and each party hereby waives such conflict of interest and agrees that FSPW may represent Buyer in connection with this transaction. In addition, each party consents to any current or future representation by FSPW of Buyer or either or both of the Companies in connection with any matter.
Sample 1
DISCLOSURE AND WAIVER OF CONFLICT OF INTEREST. The parties to this Agreement acknowledge that Fragner Seifert Pxxx & Xixxxxad XXX (“XXPW”) has represented Buyer in connection with the transactions contemplated by this Agreement, and that FSPW has previously represented the Companies and their predecessors in certain real estate and/or corporate matters. The parties each acknowledge that FSPW’s representation of Buyer without obtaining a waiver of the foregoing conflict of interest would not be permissible under California law, and each party hereby waives such conflict of interest and agrees that FSPW may represent Buyer in connection with this transaction. In addition, each party consents to any current or future representation by FSPW of Buyer or either or both of the Companies in connection with any matter. The parties to this Agreement acknowledge that Lowensteix Xxxxxxx XXX (“XX”) has represented the Companies in connection with the transactions contemplated by this Agreement, and that LS has previously represented and does represent Buyer and its affiliates in connection with other transactions and/or matters. The parties each acknowledge that LS’s representation constitutes a conflict of interest and without obtaining a waiver of the foregoing conflict of interest would not be permissible under California law, and each party hereby waives such conflict of interest and agrees that LS may represent the Companies in connection with this transaction and Buyer and its affiliates in connection with other transactions and/or matters. In addition, each party consents to any current or future representation by LS of Buyer or either or both of the Companies in connection with any matter.
Sample 1
DISCLOSURE AND WAIVER OF CONFLICT OF INTEREST. The Developer hereby discloses the following: (a) The members of the Architectural Committee may be affiliated with and employed by the Developer. (b) Should the Developer submit plans and specifications to the Architectural Committee, the members of the Architectural Committee appointed by the Board may be in a conflict of interest in rendering their decisions. Neither the Developer nor any member of the Architectural Committee shall have any liability to any Owner or other person by reason of decision which may benefit the Developer rendered in good faith by the Architectural Committee or any member thereof while in a conflict of interest, and each Owner hereby waives any claim of liability against the Developer, the Architectural Committee, or any member thereof based on such conflict of interest. Nothing herein stated is intended to limit the application or meaning of Section 6.10 above or Section 1.03 below.
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Related to DISCLOSURE AND WAIVER OF CONFLICT OF INTEREST

  • Waiver of Confidentiality The Borrower authorizes the Bank to discuss the Borrower's financial affairs and business operations with any accountants, auditors, business consultants, or other professional advisors employed by the Borrower, and authorizes such parties to disclose to the Bank such financial and business information or reports (including management letters) concerning the Borrower as the Bank may request.

  • Agreement for Waiver of Conflict and Shared Defense In the event that Insured Claims of both of the parties hereto exist relating to the same occurrence, the parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article VII shall be construed to limit or otherwise alter in any way the obligations of the parties to this Agreement, including those created by this Agreement, by operation of law or otherwise.

  • No Conflict of Rights The Corporation shall not, after the date hereof, grant any registration rights which conflict with or impair the registration rights granted hereby.

  • Conflict of Provisions Where there is any conflict between the provisions of this Agreement and any regulation, direction or other instrument dealing with terms and conditions of employment issued by the Employer, the provisions of this Agreement shall prevail.

  • 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.

  • Termination for Conflict of Interest HCA may terminate this Contract by written notice to the Contractor if HCA determines, after due notice and examination, that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW, or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this Contract is so terminated, HCA will be entitled to pursue the same remedies against the Contractor as it could pursue in the event Contractor breaches the contract.

  • No Conflict of Interest Contractor has no interest that would constitute a conflict of interest under (i) PCC 10365.5, 10410 or 10411; (ii) Government Code sections 1090 et seq. or 87100 et seq.; or (iii) California Rules of Court, rule 10.103 or 10.104, which restrict employees and former employees from contracting with judicial branch entities.

  • Organizational Conflict of Interest ‌ The guidelines and procedures of FAR 9.5 will be used in identifying and resolving any issues of organizational conflict of interest at the Order level. In the event that an Order requires activity that would create an actual or potential conflict of interest, the Contractor shall identify the potential or actual conflict to the OCO for review per FAR 9.5.

  • CONFLICT OF INTEREST POLICY 4.1. The Company, partners of the Company or other affiliated parties may have material interest, a legal relationship or arrangement concerning a specific transaction in the Trader’s Room or on the trading platform or interests, relationships, or arrangements that may be in conflict with the interests of the Client. By way of example, the Company may: - act as Principal concerning any instrument on the Company’s own account by selling to or buying the instrument from the Client; - combine the Client’s transaction with that of another Client; - buy or sell an instrument the Company recommended to the Client; - advise and provide other services to partners or other clients of the Company who may have interests in investments or underlying assets which conflict with the Client’s interests. The Client consents to and grants the Company authority to deal with or for the Client in any manner which the Company considers appropriate, notwithstanding any conflict of interest or the existence of any material interest in any transaction in the Trader’s Room or on the trading platform, without prior notification of the Client. The Company’s employees are required to comply with a policy of impartiality and to disregard any material interests or conflicts of interest when advising the Client.

  • Conflict of Interest Questionnaire Requirement Vendor agrees that it has looked up, read, and understood the current version of Texas Local Government Code Chapter 176 which generally requires disclosures of conflicts of interests by Vendor hereunder if Vendor:

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