FIDUCIARY RESPONSIBILITIES. Each Member shall exercise all powers and perform all duties in good faith and shall act in all matters consistent with the duty of loyalty and the duty of care. Pursuant to Section 00-00-000 of the Act, the Member acts in good faith if acting with a view to the interests of the limited liability company and of the members and with the degree of diligence, care and skill that ordinarily prudent persons would exercise in similar circumstances.
FIDUCIARY RESPONSIBILITIES. Each Manager and Member shall exercise all powers and perform all duties in good faith and shall act in all matters consistent with the duty of loyalty and the duty of care described in Section 00-00-000 of the Act, subject to the limitations and clarifications applicable to such fiduciary duties set forth in this Agreement. Except for the duty of loyalty and the duty of care described in the Act, as modified by this Agreement, no Member shall have any fiduciary duty to the Company or its Members.
FIDUCIARY RESPONSIBILITIES. No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of such Stockholder's Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's or the Company's Board of Directors' rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.
FIDUCIARY RESPONSIBILITIES. Purchaser and the Shareholder acknowledge that the Shareholder is not making any undertaking or understanding in this Agreement in any capacity other than in the Shareholder’s capacity as a shareholder of the Company. Nothing contained in this Agreement shall limit the rights and obligations of the Shareholder in his capacity as a director, employee or officer of the Company from taking any action in his capacity as a director, employee or officer of the Company, and no action taken by the Shareholder in any such capacity shall be deemed to constitute a breach of any provision of this Agreement.
FIDUCIARY RESPONSIBILITIES. Title to each of the Artworks remains in the Artist until the Artist has been paid the full amount owing him or her for the Artworks; title then passes directly to the purchaser. All proceeds from the sale of the Artworks shall be held in trust for the Artist. The Gallery shall pay all amounts due the Artist before any proceeds of sales can be made available to creditors of The Gallery.
FIDUCIARY RESPONSIBILITIES. The Trustee shall be a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to the Trust and to those assets of a Participating Plan invested in the Trust. All fiduciaries with respect to the Trust shall discharge their duties with respect to the Trust solely in the interests of participants and beneficiaries of the Participating Plans and for the exclusive purpose of providing benefits under the Participating Plans and defraying reasonable expenses of administration of the Participating Plans and this Trust, with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims.
FIDUCIARY RESPONSIBILITIES. Notwithstanding any other provision of this Agreement to the contrary, nothing contained in this Agreement shall limit the rights and obligations of the Shareholder in his capacity as a director or officer of the Company from taking any action in his capacity as a director or officer of the Company, and no action taken by the Shareholder in any such capacity shall be deemed to constitute a breach of any provision of this Agreement.
FIDUCIARY RESPONSIBILITIES. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall apply to each Shareholder solely in its capacity as a holder of Ordinary Shares and not in any other capacity.
FIDUCIARY RESPONSIBILITIES. Title to each of the works of art remains with the artist until the artist has been paid in full the amount owing them for the works of art; title then passes directly to the purchaser. All proceeds from the sale of the works of art shall be held in trust for the artist.
FIDUCIARY RESPONSIBILITIES. Each Manager and Member shall exercise all powers and perform all duties in good faith and shall act in all matters consistent with the duty of loyalty and the duty of care. Pursuant to Section 53-19-16 of the Act, a Manager is presumed to act in the best interest of the company, absent evidence of gross negligence or willful misconduct.
