Duty of Care and Loyalty. Except as otherwise required by law, none of the Investment Manager, or any its affiliated persons, directors, officers, employees, shareholders, managers, members, assigns, representatives or agents (each, an “Indemnified Person” and, collectively, the “Indemnified Persons”) shall be liable, responsible or accountable in damages or otherwise to the Company, any shareholder or any other person for any loss, liability, damage, settlement cost, or other expense (including reasonable attorneys’ fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by such Indemnified Person (other than solely in such Indemnified Person’s capacity as a shareholder, if applicable) in connection with the establishment, management or operations of the Company or the management of its assets (including those in connection with serving on boards of directors of, or creditors’ committees for, any Investment); provided that the foregoing exculpation shall not apply to any act or failure to act that arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of an Indemnified Person’s duty to the Company or such shareholder, as the case may be (such conduct, “Disabling Conduct”). Subject to the foregoing, all such Indemnified Persons shall look solely to the assets of the Company for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any Indemnified Person is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Indemnified Person shall not, on account thereof, be held to any personal liability.
Duty of Care and Loyalty. Without limiting the applicability of Section 5.1(d) or any other provision of this Agreement, the following provisions will be applicable to the Board and to the Directors in their capacity as Directors:
Duty of Care and Loyalty. 3 4. Indemnification......................................................4
Duty of Care and Loyalty. 10 10. Indemnification......................................................................................11 11. Term of Agreement; Events Affecting the Investment Manager; Survival of Certain Terms................12 12.
Duty of Care and Loyalty. The Investment Manager shall not be liable, responsible or accountable in damages or otherwise to the Company or any shareholder for any loss, liability, damage, settlement, costs, or other expense (including reasonable attorneys' fees) incurred by reason of any act or omission or any alleged act or omission performed or omitted by the Investment Manager and its employees, partners and affiliates, in connection with the establishment, management or operations of the Company or its investments (including in connection with serving on creditors' committees and boards of directors for companies in the Company's portfolio) unless such act or failure to act arises out of the bad faith, willful misfeasance, gross negligence or reckless disregard of the Investment Manager's duty to the Company or its shareholders, as the case may be (such conduct, "Disabling Conduct"). Subject to the foregoing, all such Persons shall look solely to the Assets (including, without limitation, the Unfunded Commitments) for satisfaction of claims of any nature arising in connection with the affairs of the Company. If any indemnitee is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such indemnitee shall not, on account thereof, be held to any personal liability.
Duty of Care and Loyalty. All work assigned to the Employee shall be performed carefully and conscientiously and in compliance with any instructions given by the Employer. The Employee shall safeguard the legitimate interests of the Employer in good faith and refrain from all damaging actions and in particular refrain from, statements and actions which may damage the Employer’s reputation. Further the Employee shall refrain from any activity which would establish competition with the Employer and refrain from soliciting any customers and/or employees away from the Employer.
Duty of Care and Loyalty. The Employee shall diligently and carefully perform the work assigned to him and shall observe in good faith directives and specific instructions given to him. The Employee acknowledges that his management function requires a higher degree of loyalty to the Company. The Employee is expected to invest his entire work to the benefit of the Company and to refrain from any activities which could have an adverse effect on or conflict with the Company's or its affiliates' interests or the Employee's performance. Employment Agreement by and among Telix Pharmaceuticals and Xxxxxxx Xxxxxx In case of any conflict between personal and the Company's or its affiliates' interests, the Employee undertakes to observe the Company's interest, in particular with respect to the exercise of a public office. In particular, the Employee agrees that he will: – directly or indirectly advise, serve as a president, member of the Board of Directors, employee, agent etc. or perform duties for another firm, person, company or another organization (against payment or without payment) only after having been granted the prior written permission of the Company; – not possess an equity investment of more than 5% of the voting capital of any third company with which the Company or any affiliate of the Company has business relations or is in competition with; – not accept any payments, gifts, loans or other benefits in connection with his services under this Employment Agreement, except for usual complementary gifts of low value at the end of the year or at closing of a project; – not proceed to private investments or build up business relations on his behalf and for own account which may compromise the interests of the Company and its affiliates.
Duty of Care and Loyalty. The employee shall carefully perform the work assigned to him, and loyally safeguard the employer‘s legitimate interests. He shall operate the employer‘s machinery, tools, technical equipment, installa- tions, and vehicles in a workmanlike manner, and handle them carefully, as well as any materials given to him for the performance of his work. During the employment relationship, the employee may not perform work against remuneration for third parties to the extent such work violates his duty of loyalty, or, in particular, to the extent it competes with his employer. In the course of an employment relationship, the employee may not make use of or inform others of any facts to be kept confidential, such as, in particular, manufacturing or business secrets that come to his knowledge while in the employer‘s service. Also, after termination of the employment relationship, he shall continue to be bound to secrecy to the extent required to safeguard the employer‘s legitimate interests.
Duty of Care and Loyalty. Xxxxxx & Xxxxxxxx College will exercise a duty of care and loyalty in compiling any Preferred Lender List and in deciding where to place a Lending Institution’s name without prejudice and for the sole benefit of the students attending Xxxxxx & Xxxxxxxx College, or the families of such students who may use such List without regard to the pecuniary interests of Xxxxxx & Xxxxxxxx College.
Duty of Care and Loyalty. The employee shall – insofar as this is necessary for the performance of their work – dedicate all of their energies at work, their knowledge and skills to Sunrise, provided that no duties of confidentiality towards third parties are violated thereby. The employee is obligated to perform their work carefully and to safeguard the interests of Sunrise in every respect. Where circumstances make it necessary, Sunrise is entitled to temporary assignment of other tasks in so far as this is compatible with the employee’s training and knowledge and can be reasonably expected given his position and salary. The employee must handle work equipment (e.g. badge, cellphone, notebook, etc.) technical equip- ment and installations, vehicles and other material that Sunrise makes available to execute the work, in an expert and careful manner.
