Duties Other Interests Clause Samples

The "Duties; Other Interests" clause defines the obligations of a party to perform their responsibilities under the agreement while addressing the management of any outside interests that could conflict with those duties. Typically, this clause requires the party to devote a specified level of attention or effort to the contract and to disclose or avoid activities, investments, or relationships that might interfere with their contractual obligations. Its core function is to ensure that the party remains focused on fulfilling their commitments under the agreement and to prevent conflicts of interest that could compromise the integrity or performance of the contractual relationship.
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

  • No Other Interests To the best of Borrower’s knowledge after due inquiry and investigation, no Person has (a) any possessory interest in the Mortgaged Property or right to occupy the Mortgaged Property except under and pursuant to the provisions of existing Leases by and between tenants and Borrower (a form of residential lease having been previously provided to Lender together with the material terms of any and all Non-Residential Leases at the Mortgaged Property), or (b) an option to purchase the Mortgaged Property or an interest in the Mortgaged Property, except as has been disclosed to and approved in writing by Lender.

  • Duties of Members Each Member must have a duty as set forth in Exhibit 1 to this agreement. The Members agree that the failure to satisfy a Member’s duties may result in the expulsion or removal of that Member. (a) If a Member fails at their duties for a period of one hundred twenty (120) consecutive days, the Member will lose their membership interest. The start date of the failure must be documented. (b) If a Member fails to do their duties for one hundred twenty (120) days out of any two hundred thirty nine (239) day period, the Company will consider such a failure and whether the Member will be expelled and lose their membership interest in accordance with this Article and Section ▇▇-▇▇-▇▇▇ of the Act. The dates of failure in question must be documented. (c) If a Member disputes the completion of another Member’s duties and attempts to take over that Member’s interest, they must do so in writing by certified delivery to the Member’s residential address as listed in Exhibit 1. If certified delivery is not available, hand delivery by a third party is acceptable. (d) If a Member receives a complaint as described above, the Member must fulfill their established duties within fourteen (14) days. (e) If there is a dispute as to what any Member’s duties are or if those duties are being fulfilled, and the Members have gone through the dispute process outlined in the above subsections (a) through (d) of this Section 4.06, the Members agree to enter into binding mediation or arbitration to decide if the Member’s duties are being performed in compliance with the agreed duties as outlined in Exhibit 1 of this Agreement. If the Members fail to reach an agreement through arbitration or mediation, the Members in dispute agree to file a complaint in the appropriate Court to procure a decision as to the fulfillment of Members’ duties. Upon a decision by the Court that a Member has failed to meet its duties, the Member will assign and forfeit their membership interest to the other remaining Member(s). The assignment of the non-compliant Member’s membership interest will result in a debt owed to the non-compliant Member by the Company. The debt owed to the expelled Member shall be the aggregate sum of any capital contributions submitted to the Company by the expelled Member. (f) The value of the non-compliant Member’s interest being transferred to the remaining Member(s) must be determined before the transfer can be completed. During the course of the transfer, the non-compliant Member will maintain complete powers of membership in the Company. (g) In the event of a dispute of Member’s duties, Members may negotiate an exchange of membership interests for a lesser amount of Member duties, provided that modification is memorialized and attached to Exhibit 1.

  • Other Interests It is understood that Trustees and officers of the Trust and shareholders of the Fund are or may be or become interested in the Adviser as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Adviser may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) that the Adviser may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “▇▇▇▇▇ ▇▇▇▇▇” or “Boston Management and Research” or any combination thereof as part of their name, and that the Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.

  • 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. (a) In order for GFS to perform the Services, the Trust (i) shall cause all service providers to the Funds of the Trust to furnish any and all information to GFS, and assist GFS as may be required and (ii) shall ensure that GFS has access to all records and documents maintained by the Trust or any service provider to the Trust or a Fund of the Trust. (b) GFS shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. (c) Whenever, in the course of performing its duties under this Agreement, GFS determines, on the basis of information supplied to GFS by the Trust, that a violation of applicable law has occurred, or that, to its knowledge, a possible violation of applicable law may have occurred, or with the passage of time could occur, GFS shall promptly notify the Trust and its legal counsel of such violation.