Duties of Parties. 5.4.1. The Manager shall devote such time to the business and affairs of the Company as is necessary to carry out the Manager’s duties set forth in this Agreement.
5.4.2. Except as otherwise expressly provided in Section 5.4.3, nothing in this Agreement shall be deemed to restrict in any way the rights of any Member, or of any Affiliate of any Member, to conduct any other business or activity whatsoever, and the Member shall not be accountable to the Company or to any Member with respect to that business or activity even if the business or activity competes with the Company’s business. The organization of the Company shall be without prejudice to their respective rights (or the rights of their respective Affiliates) to maintain, expand or diversify such other interests and activities and to receive and enjoy profits or compensation therefrom. Each Member waives any rights the Member might otherwise have to share or participate in such other interests or activities of any other Member or the Member’s Affiliates.
5.4.3. Each Member understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with Members and their Affiliates. In any of those cases, those dealings and undertakings shall be at arm’s length and on commercially reasonable terms.
Duties of Parties. The Receiving Party therefore agrees to hold such Confidential Information in the strictest confidence, not to make use thereof other than for the performance of the obligations under this Agreement, to release it only to Staff and professional advisors requiring such information on a need-to-know basis and not to release or disclose it to any other person.
Duties of Parties. (a) The General Managers shall devote such time to the business and affairs of the Company as is necessary to carry out the General Managers’ duties set forth in this Agreement.
(b) Except as otherwise expressly provided in Section 6.4(c) and Section 10, nothing in this Agreement shall be deemed to restrict the rights of any Member, or of any Affiliate of any Member, to conduct any other business or activity. The organization of the Company shall be without prejudice to their respective rights (or the rights of their respective Affiliates) to maintain, expand, or diversify such other interests and activities and to receive and enjoy profits or compensation therefrom. Each Member waives any rights the Member might otherwise have to share or participate in such other interests or activities of any other Member or the Member’s Affiliates.
(c) Each Member understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with Members and their Affiliates. In any of those cases, those dealings and undertakings shall be at arm’s length and on commercially reasonable terms.
Duties of Parties. Seller(s) and Buyer(s) acknowledge that the Seller(s) of real property has a legal duty to disclose MATERIAL DEFECTS of which the Seller(s) have actual knowledge and which a reasonable inspection by the Buyer(s) would not reveal.
Duties of Parties. The parties will be responsible for the following duties under the Joint Venture:
Duties of Parties.
a. The services performed by the Authority employees included in this Agreement are essential to the public’s health, safety, and welfare. The Union, therefore, agrees that it will not authorize, instigate, aid, condone, or engage in any strike, work stoppage, sympathy strike, or other action at any time which will interrupt or interfere with the operation of the Authority. No employee represented by the Union shall cause or take part in any strike, work stoppage, slowdown, or other action, which will interrupt or interfere with the operation of the Authority. In the event of a violation of this Article, the Union agrees to take affirmative steps with the employees concerned, such as letters, bulletins, telegrams, and employee meetings to bring about an immediate resumption of normal work.
b. The Authority agrees that it will neither lockout employees nor will it do anything to provoke interruptions or prevent such continuity of performance by said employees insofar as such performance is required in the normal and usual operation of Authority services.
Duties of Parties. (a) The Member shall devote such time to the business and affairs of the Company as is necessary to carry out the Member's duties set forth in this Agreement.
(b) Nothing in this Agreement shall be deemed to restrict in any way the rights of the Member, or any Affiliate of the Member, to conduct any other business or activity whatsoever, and neither the Member nor any Affiliate of the Member shall be accountable to the Company with respect to such other business or activity even if such other business or activity competes with the Company's business.
(c) The Member understands and acknowledges that the conduct of the Company's business may involve business dealings and undertakings with the Member and its Affiliates. In any of those cases, those dealings and undertakings shall be at arm's length and on commercially reasonable terms, as determined in the business judgment of the Member.
Duties of Parties. 5.4.1 Members of the Management Committee shall devote such time to the business and affairs of the Company as is necessary to carry out the Management Committee's duties set forth in this Agreement.
5.4.2 Except as otherwise expressly provided in section 5.4.3, nothing in this Agreement shall be deemed to restrict in any way the rights of any Member, or of any Affiliate of any Member, to conduct any other business or activity whatsoever, and no Member shall be accountable to the Company or to any other Member with respect to that business or activity even if the business or activity competes with the Company's business. The organization of the Company shall be without prejudice to the Members' respective rights (or the rights of their respective Affiliates) to maintain, expand or diversify such other interests and activities and to receive and enjoy profits or compensation therefrom. Each Member waives any rights the Member might otherwise have to share or participate in such other interests or activities of any other Member or the Member's Affiliates.
5.4.3 The only fiduciary duties any Member owes to the Company and the other Members are the duty of loyalty and the duty of care set forth in sections 5.4.3.1 and 5.4.3.2.
5.4.3.1 A Member's duty of loyalty to the Company and the other Members is limited to the following:
5.4.3.1.1 To account to the Company and hold as trustee for it any property, profit or benefit derived by the Member in the conduct or winding up of the Company's business or derived from a use by the Member of Company property, including the appropriation of a Company opportunity, without the consent of the other Members;
5.4.3.1.2 To refrain from dealing with the Company in the conduct or winding up of the Company business as or on behalf of a party having an interest adverse to the Company without the consent of the other Members; and
5.4.3.1.3 To refrain from competing with the Company in the conduct of the Company business before the dissolution of the Company and as otherwise set forth in this Agreement without the consent of the other Members.
5.4.3.2 A Member's duty of care to the Company and the other Members in the conduct and winding up of the Company business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.
Duties of Parties. The onus shall at all times rest on the Receiving Party to establish that information used or disclosed by it falls within the exclusions. In the event that the Receiving Party is required to disclose Confidential Information pursuant to a requirement or request by operation of law, regulation or court order, it will:
16.6.1. advise the Disclosing Party thereof in writing prior to disclosure, if possible;
16.6.2. take such steps to limit the disclosure to the minimum extent required to satisfy such requirement and to the extent that it lawfully and reasonably can;
16.6.3. afford the Disclosing Party a reasonable opportunity, if possible, to intervene in the proceedings;
16.6.4. comply with the Disclosing Party's reasonable requests as to the manner and terms of any such disclosure; and
16.6.5. notify the Disclosing Party of the recipient of, and the form and extent of, any such disclosure or announcement immediately after it is made.
Duties of Parties. UP and APL each undertake, with respect to the other,
(a) to cooperate with each other to settle International cargo and Equipment damage claims, and to do nothing to increase the liability or exposure of the other party to increased cargo or equipment damage claims.
(b) to accept liability for actual cargo shortage when a seal is breached while the cargo is in its possession, unless that party can produce an executed interchange receipt or other documentation showing that the seal was broken when the cargo was first received by the party;
(c) to accept liability for cargo and Equipment damage when carrying Equipment is damaged while in its custody or that of its agents, unless such party can produce duly executed interchange receipt documentation or other documentation evidencing that the Equipment was damaged when first received by such party or that cargo damage was caused by other than such party's handling. APL will provide all pertinent documentation including any communications from the individual cargo interest relating to the shipment and all APL correspondence with the individual cargo interest relating to the shipment as well as any reports or communications made or ordered by APL while the shipment was in the possession of APL, including, but not limited to, bills of lading, dock receipts, trailer interchange records, and surveys made of the cargo or equipment.
(d) Nothing in this Agreement shall be defined or construed to make the package or liability limitations of C.O.G.
