Duties Other Interests Sample Clauses

Duties Other Interests. Except as expressly set forth in this Agreement, no Covered Person (as defined below) shall have any duties, stated or implied by law or equity, including fiduciary duties, or liabilities to the Company or the Sole Member, and the provisions of this Agreement shall replace any such other duties and liabilities of the Covered Persons. Without limiting the foregoing, each Covered Person may engage in any business or profession or possess any interest in other businesses or professions of every nature and description, independently or with others, including, without limitation, any business or other activity which might be in competition with the business or activities conducted by the Company. The Company shall not have any rights in such ventures, including, without limitation, any rights to the income or profits thereof. Unless otherwise expressly provided in this Agreement, whenever a potential conflict of interest exists or arises between the Sole Member or any of its affiliates (other than the Company and its controlled affiliates), or any Manager, on the one hand, and the Company or any of its controlled affiliates, on the other, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved for all purposes, and shall not constitute a breach of this Agreement or of any obligation hereunder, if the resolution or course of action in respect of such conflict of interest is (i) approved by the Independent Managers, (ii) on terms no less favorable to the Company or its controlled affiliates, as applicable, than those generally being provided to or available from unrelated third parties or (iii) fair and reasonable to the Company or its controlled affiliate(s), as applicable, taking into account the totality of the relationships between the parties involved (including other transactions that may be favorable or advantageous to the Company or its controlled affiliates). The Company and the Board may but shall not be required in connection with the resolution of such conflict of interest to seek approval of the Independent Managers of such resolution, and the Board may also adopt a resolution or course of action that has not received the approval of the Independent Managers. If approval of the Independent Managers is not sought and the Board determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clause (ii) or (iii) above,...
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Duties Other Interests 
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Related to Duties Other Interests

  • Duties of the Custodian with Respect to Property of the Fund Held By the Custodian in the United States

  • DUTIES OF GFS GFS’s duties with respect to Fund Accounting, Fund Administration and Transfer Agency services are detailed in Appendices I, II and III to this Agreement.

  • Duties; Membership on Other Boards During the term of this Agreement, except for periods of absence occasioned by illness, reasonable vacation periods, and reasonable leaves of absence approved by the Board, Executive shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder, including activities and services related to the organization, operation and management of the Bank; provided, however, that, Executive may serve, or continue to serve, on the boards of directors of, and hold any other offices or positions in, business companies or business or civic organizations, which, in the Board’s judgment, will not present any conflict of interest with the Bank, or materially affect the performance of Executive’s duties pursuant to this Agreement. Executive shall provide the Board of Directors annually for its approval a list of organizations for which the Executive acts as a director or officer.

  • DUTIES OF MSS 1.01 Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints MSS to act, and MSS agrees to act, as transfer agent for the Trust’s authorized and issued shares of beneficial interest of each class of each portfolio of the Trust (the “Shares”), and as dividend disbursing and redemption agent for the Trust.

  • Duties of General Partner The General Partner agrees that it shall at all times:

  • Duties of the Transfer Agent The Transfer Agent shall be responsible, separately and through its subsidiaries or affiliates, for the following functions:

  • Duties of Agent The Agent shall:

  • Duties of the Trust The Trust shall provide the Manager with the following information about the Fund:

  • Other Duties of OFI GLOBAL OFI GLOBAL shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective corporate administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to its operations for the shareholders of the Fund; composition of proxy materials for meetings of the Fund’s shareholders and the composition of such registration statements as may be required by federal securities laws for continuous public sale of shares of the Fund. OFI GLOBAL shall, at its own cost and expense, also provide the Fund with adequate office space, facilities and equipment.

  • Duties of the Parties JHU is not a commercial organization. It is an institute of research and education. Therefore, JHU has no ability to evaluate the commercial potential of any PATENT RIGHTS or LICENSED PRODUCT or other license or rights granted in this Agreement. It is therefore incumbent upon Company to evaluate the rights and products in question, to examine the materials and information provided by JHU, and to determine for itself the validity of any PATENT RIGHTS, its freedom to operate, and the value of any LICENSED PRODUCTS or SERVICES or other rights granted.

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