Exclusivity and Conflicts of Interest Sample Clauses

Exclusivity and Conflicts of Interest. Other than with the prior consent of the Investors by Investors’ Consent, neither the General Partner nor the Manager nor any of their Associates shall close, advise or manage a new equity investment fund, managed account or other mandate having an investment policy substantially similar to that of the Partnership prior to the earliest to occur of the following dates: the end of the Investment Period; or the termination of the Partnership. The Manager hereby agrees that it shall procure that all investment opportunities received by the Manager, its Associates or any Named Executive falling within the Investment Policy (each a “Partnership Opportunity”) will first be offered to the Partnership to the fullest extent deemed prudent (and in the best interests of the Partnership) by the Manager, other than with the prior consent of the Investors by Investors’ Consent, provided that, following the expiry of the Investment Period, the foregoing obligation shall apply only to investment opportunities in respect of Follow-On Investments. If all or any part of a Partnership Opportunity remains available for investment following the application of clause 18.2, the Manager may provide co-investment opportunities in respect of such Partnership Opportunity (whether by way of a direct investment in a Portfolio Company or as an investment through an intermediate holding vehicle) to selected Limited Partners or any third parties in accordance with this clause and clause 18.4 (each a “Co-Investment Opportunity”), provided that no such Co-investment Opportunity shall be allocated to the General Partner, the Manager or any of their Associates and to any director, officer, member, shareholder or employee of the General Partner, the Manager and/or their respective Associates (and any entity controlled directly or indirectly by any such individual and/or his spouse or relative (as defined in paragraph (b) of the definition of "Associate")) without the prior, written consent of the Investors by Investors’ Consent. The Manager shall not grant Co-investment Opportunities unless the Manager determines that the offering of such Co-investment Opportunity is in the best interests of the Partnership. The Manager shall offer any Co-investment Opportunities first to the Preferred Partner and to each other Limited Partner that has expressed an interest to the Manager in participating in co-investment opportunities in their Side Letter pro rata in proportion to the Commitments of such Limit...
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Exclusivity and Conflicts of Interest. You agree to perform the work assigned to you diligently and carefully and to observe in good faith directives and specific instructions. You acknowledge that your function requires an exacting degree of loyalty to the Company and you agree to refrain from any activities which could have an adverse effect on or conflict with the Company’s interests. In the event of a conflict of interest arising, you agree to inform your direct manager immediately. In particular, you agree that you will not: • directly or indirectly advise, provide your services as a president, member of the Board of Directors, employee, agent etc. to or perform duties for another firm, person, company or other organization (against payment or without payment) without the prior written permission of the Company; • possess an equity investment of more than 1% of the voting capital of any organization with which the Company or any affiliate of the Company keeps business relations or is in competition; • accept any payments, gifts, loans or other benefits in connection with your services under this Employment Agreement, except for usual complimentary gifts of low value at the end of the year or at closing of a project; • transact private investments or build up business relations which may compromise the interests of the Company and its affiliates on your behalf and for own account.
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Exclusivity and Conflicts of Interest. XXXXXXXX agrees that all personnel assigned to perform the Services specified in a given Offering Document shall do so exclusively for the Client and will not enter into discussions with any other parties regarding those Services. For the sake of clarity, this exclusivity shall be limited to the specific project and scope of work as set out in a given Offering Document and shall not include any other project, scope of work or performance of Services. COHESIVE warrants that it will bring to the attention of the Client any conflict of interest that may arise between the Client's instructions and the terms under which COHESIVE is acting, or has acted, for another client at the time that it becomes apparent to COHESIVE. The Client will then be free to vary this contract with COHESIVE in the light of this revelation to the extent that it is affected by the potential conflict of interest. Such a declaration by XXXXXXXX will be general in nature, so as not to prejudice the confidentiality with the third party. XXXXXXXX will have the right to resign this contract in such circumstances if, in its judgement, it is unable to proceed with the contract. COHESIVE shall receive payment in full for hours worked and expenses. Bentley Systems (UK) Limited dba Cohesive Signature: Name: Date: Title: Client Signature: Name: Date:
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Exclusivity and Conflicts of Interest. During the Term, and during the period ending one year after the end of the Term, Consultant shall not advise, represent or accept engagements from any sovereign state in the MENA Region (as defined by the World Bank), other than the State of Qatar, or any entity that is substantially owned or controlled by such states, other than the State of Qatar, without written pre-approval of the Embassy. Consultant shall promptly disclose to the Embassy any actual or apparent conflicts of interest that arise in the course of any engagement undertaken by Consultant or its affiliates. 000-0000-0000/l/AMERICAS Received by NSD/FARA Registration Unit 11/06/2018 11:14:04 AM Received by NSD/FARA Registration Unit 11/06/2018 11:14:04AM
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Exclusivity and Conflicts of Interest 
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Related to Exclusivity and Conflicts of Interest

  • No Conflicts of Interest A. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to System Agency under this Contract or any related Solicitation and that Contractor’s provision of the requested goods and/or services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety.

  • Conflicts of Interest The Parties confirm that they have not offered, given, or accepted, nor intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this Agreement. Vendor affirms that, to the best of Vendor’s knowledge, this Agreement has been arrived at independently, and is awarded without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Vendor agrees that it has disclosed any necessary affiliations with Region 8 Education Service Center and the TIPS Department, if any, through the Conflict of Interest attachment provided in the solicitation resulting in this Agreement.

  • Conflicts of Interests The Company shall use its best efforts to ensure that the Company's employees, during the term of their employment with the Company, do not engage in activities that would result in a conflict of interest with the Company. The Company's obligations hereunder include, but are not limited to, requiring that the Company's employees devote their primary productive time, ability, and attention, to the business of the Company (provided, however, the Company's employees may engage in other business activity if such activity does not materially interfere with their obligations to the Company), requiring that the Company's employees enter into agreements regarding proprietary information and confidentiality and preventing the Company's employees from engaging or participating in any business that is in competition with the business of the Company.

  • No Conflicts, etc The execution, delivery, and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a breach or violation of, or conflict with any of the terms and provisions of, or constitute a default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject except pursuant to the Trust Agreement; (ii) result in any violation of the provisions of the Amended and Restated Certificate of Incorporation and Bylaws of the Company, each as may be amended (collectively, the “Charter Documents”); or (iii) violate any existing applicable statute, law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties, assets or business constituted as of the date hereof.

  • Conflicts and Privilege (a) OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), hereby agree that, in the event a dispute with respect to this Agreement or the transactions contemplated hereby arises after the Closing between or among (x) the Sponsor, the stockholders or holders of other equity interests of OmniLit or the Sponsor and/or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Surviving Corporation) (collectively, the “OmniLit Group”), on the one hand, and (y) the Surviving Corporation and/or any member of the Company Group, on the other hand, any legal counsel, including Ropes & Gray LLP (“R&G”), that represented OmniLit and/or the Sponsor prior to the Closing may represent the Sponsor and/or any other member of the OmniLit Group, in such dispute even though the interests of such Persons may be directly adverse to the Surviving Corporation, and even though such counsel may have represented OmniLit in a matter substantially related to such dispute, or may be handling ongoing matters for the Surviving Corporation and/or the Sponsor. OmniLit and the Company, on behalf of their respective successors and assigns (including, after the Closing, the Surviving Corporation), further agree that, as to all legally privileged communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreements or the transactions contemplated hereby or thereby) between or among OmniLit, the Sponsor and/or any other member of the OmniLit Group, on the one hand, and R&G, on the other hand (the “R&G Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Merger and belong to the OmniLit Group after the Closing, and shall not pass to or be claimed or controlled by the Surviving Corporation. Notwithstanding the foregoing, any privileged communications or information shared by the Company prior to the Closing with OmniLit or the Sponsor under a common interest agreement shall remain the privileged communications or information of the Surviving Corporation. OmniLit and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person may use or rely on any of the R&G Privileged Communication, whether located in the records or email server of the OmniLit, Surviving Corporation or their respective Subsidiaries, in any Action against or involving any of the parties after the Closing, and OmniLit and the Company agree not to assert that any privilege has been waived as to the R&G Privileged Communication, by virtue of the Mergers. Notwithstanding the foregoing, if a dispute arises after the Closing between or among the Surviving Corporation or any of its Subsidiaries or its or their respective directors, members, partners, officers, employees or Affiliates (other than the OmniLit Group), on the one hand, and a third party other than (and unaffiliated with) the OmniLit Group, on the other hand, then the Surviving Corporation and/or any member of the Company Group may assert the attorney-client privilege to prevent disclosure to such third party of R&G Privileged Communication.

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