Duty to Company Sample Clauses

Duty to Company. (a) the Members recognize that the Day-to-Day Manager and each of the Members and their Principals and each of their respective officers, directors, shareholders, members, partners, employees and Affiliates have or may have in the future other business interests, activities and investments, some of which may be in conflict with the business of the Company, and that the Manager and each of the Members and their Principals and each of their respective officers, directors, shareholders, members, partners, employees and Affiliates are entitled to carry on such other business interests, activities and investments. Each Manager and each of the Members and their Principals and each of their respective officers, directors, shareholders, members, partners, employees and Affiliates may engage in or possess an interest in any business or venture of any kind, independently or with others, on their own behalf or on behalf of other entities or persons with which the Manager or any of the Members is affiliated or otherwise. The Manager and the Members and their Principals and each of their and their respective officers, directors, shareholders, members, partners, employees and Affiliates may engage in such activities, whether or not competitive with the Company, without any obligation to offer any interest in such activities to the Company or to the other Members. Neither the Company nor any Member nor any Manager shall have any right, by virtue of this Agreement, in or to any other activities of any of the Manager or Members their Principals and each of their and their respective officers, directors, shareholders, members, partners, or employees and Affiliates or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Company, shall not be deemed wrongful or improper. Notwithstanding the foregoing, so long as the Company owns any portion of the T-9 Project which is not fully developed, each Member and each Day-to-Day Manager hereby agrees and covenants to the Company and each of the other Members that so long as he or it is a Member or Day-to-Day Manager of the Company he or it will not undertake to develop or assist any other Person in developing any property within the River District area of Sacramento as shown in Schedule C, directly or indirectly, unless agreed to in advance in writing by the Board; and he or it will not, without in each case having obtained the prior written consent of the Board, ren...
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Duty to Company. The Voting Trustees shall exercise their voting power and other powers in respect of the control of management of the Company in a manner that is in the best interests of the Company.
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Duty to Company. The Managers shall not be required to manage the Company as their sole and exclusive function and they may have other business interests and may engage in other activities in addition to those relating to the Company.
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Duty to Company. (a) The members of the Board shall not be required to manage the Company as their sole and exclusive function, but may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement, to share or participate in any other investments or activities of the members of the Board and the Members or to the income or proceeds derived therefrom. The members of the Board and the Members shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture. (b) Notwithstanding the provisions of the immediately preceding subsection (a), the Members, except to the extent set forth in subsection (c) below shall not be permitted to own any ownership interest in and/or lend funds to any entity that directly or indirectly engages in the business of brokering, representing or marketing the products of various life insurance carriers (any such entity, a “Wholesale Life Insurance Business”); provided however that this subsection (b) shall not prevent (i) the members of the Diamond Member from engaging in personal life insurance production, as such term is commonly understood within the life insurance industry or (ii) the Enterprise Member of its Affiliates from owning, lending funds to or otherwise investing in an entity that sells life insurance at retail. (c) Notwithstanding the provisions of the immediately preceding subsection (a), so long as the Diamond Member and the Enterprise Member are members of the Company, if the Enterprise Member or any of its Affiliates contemplates purchasing any equity ownership interest in, purchasing the assets of, or lending funds to an entity that is primarily engaged in a Wholesale Life Insurance Business (a “Qualifying Acquisition”), then the Enterprise Member shall give the Company forty five (45) calendar days prior written notice of such Qualifying Acquisition, which notice shall set forth in reasonable detail the terms on which such Qualifying Acquisition will be made (the “Acquisition Notice”). The Company may, not later than thirty (30) days after receipt of the Acquisition Notice, elect to make such Qualifying Acquisition. Notwithstanding the provisions of Section 4.5, such election by the Company shall be made by vote of the Diamond Governors, provided that any such election shall not be valid unless the Diamond Governors simultaneously approve an A...
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Duty to Company. The Director represents and warrants that the Director will devote his best efforts to the needs of the Company, and shall not allow his other business activities to materially interfere with his duties to the Company
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Duty to Company. Subject to the terms of this Agreement, the Members may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Members or to the income or proceeds derived therefrom.
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Duty to Company. A Board Member must comply with generally accepted standards of conduct when acting as a Board Member. At a minimum the Board Members of this Company must act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he reasonably believes to be in or at least not opposed to the best interests of the Company.
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Related to Duty to Company

  • Duty to Correct During the one year period of the warranty and guaranty, any defects of material or workmanship that become apparent shall be the responsibility of the Contractor until and unless the Contractor can show abuse or design defect. The Contractor shall immediately correct all defects that become known during the one year period at no cost to the Owner unless notice is given to the Design Professional, Owner and Using Agency, prior to correcting the defect that the cause of the defect is the result of abuse or design deficiency.

  • No Duty to Confirm The Relevant Trustee shall have no duty or obligation to verify or confirm the accuracy of any of the information or numbers set forth in the Servicer’s Certificate delivered by the Servicer to the Relevant Trustee, and the Relevant Trustee shall be fully protected in relying upon such Servicer’s Certificate.

  • Right to Counsel The Indemnified Persons shall have the right to employ counsel in their, its, his or her sole discretion. Such Indemnified Persons shall be responsible for the expenses of such separate counsel except as provided in Subsection 6(c)(iii). The Advisor agrees to cooperate fully with the Indemnified Persons and their separate counsel in responding to such threatened or actual claims.

  • Duty to Cooperate If the Parties disagree on any aspect of the proposed Motion for Preliminary Approval and/or the supporting declarations and documents, Class Counsel and Defense Counsel will expeditiously work together on behalf of the Parties by meeting in person or by telephone, and in good faith, to resolve the disagreement. If the Court does not grant Preliminary Approval or conditions Preliminary Approval on any material change to this Agreement, Class Counsel and Defense Counsel will expeditiously work together on behalf of the Parties by meeting in person or by telephone, and in good faith, to modify the Agreement and otherwise satisfy the Court’s concerns.

  • Right to Consult Counsel The Warrant Agent may at any time consult with legal counsel satisfactory to it (who may be legal counsel for the Company), and the Warrant Agent shall incur no liability or responsibility to the Company or to any Holder for any action taken, suffered or omitted by it in good faith in accordance with the opinion or advice of such counsel.

  • Limitation on Duty to Collect Custodian shall not be required to enforce collection, by legal means or otherwise, of any money or property due and payable with respect to Securities held for the Fund if such Securities are in default or payment is not made after due demand or presentation.

  • Indemnitee’s Right to Counsel Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, (ii) a conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel of Indemnitee’s choice at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in connection with any such matter.

  • No Right to Continue Service or Employment Nothing herein shall be construed to confer upon the Participant the right to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee or as a Contractor or as an Outside Director, or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor, or Outside Director at any time.

  • Opportunity To Consult With Independent Advisors The Executive acknowledges that he or she has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this Section 9.13. The Executive further acknowledges that he or she has read, understands and consents to all of the terms and conditions of this Agreement, and that he or she enters into this Agreement with a full understanding of its terms and conditions.

  • Opportunity to Remedy If the Funder considers that it is appropriate to allow the HSP an opportunity to remedy a breach of this Agreement, the Funder may give the HSP an opportunity to remedy the breach by giving the HSP Notice of the particulars of the breach and of the period of time within which the HSP is required to remedy the breach. The Notice will also advise the HSP that the Funder may terminate this Agreement: at the end of the Notice period provided for in the Notice if the HSP fails to remedy the breach within the time specified in the Notice; or prior to the end of the Notice period provided for in the Notice if it becomes apparent to the Funder that the HSP cannot completely remedy the breach within that time or such further period of time as the Funder considers reasonable, or the HSP is not proceeding to remedy the breach in a way that is satisfactory to the Funder.

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