Other Duties Excluded Sample Clauses

Other Duties Excluded. Except as expressly set forth in Section 5.6(a) with respect to certain Managers and as expressly set forth in Section 5.6(b) with respect to Officers, to the maximum extent permitted by applicable Law, NGR Management and each Member agrees that none of the Board, the Managers, the Officers, the Members or any of their respective Affiliates, officers, employees, partners, members, managers, shareholders, employees, agents or representatives shall owe any fiduciary duty to NGR Management, New Gulf or itstheir Subsidiaries or any other Member. Each Member hereby waives, to the fullest extent permitted by the Delaware Act, any claim or cause of action against the Board, each Manager, each Member, each Officer (in their capacity as such) and their respective Affiliates, officers, employees, partners, members, managers, shareholders, employees, agents or representatives for any claims relating to any breach of any fiduciary duty to NGR Management or the Members, or any of the Subsidiaries, by any such Person; provided that, with respect to actions or omissions by a Management Investor in such Person’s capacity as a Manager, an Officer, director, employee or service provider of NGR Management or any of its Subsidiaries, such waiver shall not apply to the extent the act or omission was attributable to such Management Investor’s breach of the standard of duty set forth in Section 5.6(b) above or a violation of the duties set forth in an Equity Agreement or Employment Agreement, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected), New Gulf or their Subsidiaries or any other Member, by any such Person. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Person (other than a Management Investor)the Board, each Manager, each Member or each Officer may act in the best interests of such Person or its Affiliates, officers, employees, partners, members, managers, shareholders, employees, agents or representatives (subject to the limitations set forth above in this Section 5.6(c)absent fraud or intentional misconduct or breach of the implied contractual covenant of good faith and fair dealing). In furtherance of the foregoing, except as expressly set forth in Section 5.6(a), it is the intent and agreement of the Members that all fiduciary dutie...
Sample 1
AutoNDA by SimpleDocs
Other Duties Excluded. To the maximum extent permitted by applicable Law, the Company and each Member agrees that none of the Members (in their capacity as such) or any of its or their respective Affiliates (other than the Company and the Company Subsidiaries ), officers, partners, members, shareholders, employees, agents or representatives (other than any Manager appointed by such Member pursuant to Section 6.2(a), which Manager shall owe the duties set forth in Section 6.6(a)) shall owe any fiduciary duty to the Company or any other Member. Each Member hereby waives to the fullest extent permitted by the Delaware Act any claim or cause of action against each Member (in their capacity as such) and their respective Affiliates (other than the Company and the Company Subsidiaries), officers, partners, members, shareholders, employees, agents or representatives (other than any Manager appointed by such Member pursuant to Section 6.2(a), which Manager shall owe the duties set forth in Section 6.6(a)) for any claims relating to any breach of any fiduciary duty to the Company or its Members or any Company Subsidiary by any such Person; provided that such waiver shall not apply to the extent actions or omissions by a Management Investor in such Person’s capacity as a Manager, officer, director, employee or service provider of or to the Company or any Company Subsidiary were attributable to such Management Investor’s breach of the standard of care set forth in Section 6.6(b) above or a violation of the duties set forth in an Equity Agreement or Employment Agreement. Each Member acknowledges and agrees that in the event of any conflict of interest, each such Member (other than any Management Investor) may act in the best interests of such Person or their Affiliates (other than the Company and the Company Subsidiaries), officers, partners, members, shareholders, employees, agents or representatives.
Sample 1

Related to Other Duties Excluded

  • No Other Duties, Etc Anything herein to the contrary notwithstanding, none of the Bookrunners, Arrangers, Syndication Agents or Documentation Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

  • Other Duties In addition, FTIS shall perform such other duties and functions, and shall be paid such amounts therefor, as may from time to time be agreed upon in writing between the Investment Company and FTIS. Such other duties and functions shall be reflected in a written amendment to Schedule C, and the compensation for such other duties and functions shall be reflected in a written amendment to Schedule A.

  • Specific Duties Manager’s duties include the following:

  • BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Employer may merge or consolidate or to which all or substantially all of its assets may be transferred. The duties and covenants of the Executive under this Agreement, being personal, may not be delegated.

  • Typical Duties Measures distance points from reference points and marks guidelines on working surface to lay out work. • Determines vertical and horizontal alignment of courses using xxxxx xxx, gauge line (tightly stretched cord) and level. • Spreads soft layer of mortar that serves as base and binder for brick or block using trowel. • Breaks or cut bricks or blocks to size, using power or hand tools. • Shapes stone preparatory to setting, using a chisel hammer and other shaping tools. • Applies mortar to end of brick or block and positions same in mortar bed. • Spreads mortar over stone and foundation with trowel and sets stone in place by hand or with aid of a crane. • Removes excess mortar from face using trowel. • Taps brick or block with trowel to level, align and embed in mortar, allowing for specified thickness of joint. • Aligns stone with plumb line and finishes joints between stone with a pointing trowel. • Fastens brick, block, or terra cotta veneer to face of buildings or structures with appropriate ties embedded in mortar between units or in anchor holes in units. • Grouts, insulates, and places all reinforcing rods, anchors, and flashing in masonry walls. • Lays refractory brick, block, and insulation in place by spreading, dipping, or spraying materials to build furnaces, line boilers or like fire resistant structures. • Finishes mortar between brick and block with pointing tool or trowel. • Points, cleans, caulks and waterproofs masonry. • Cleans excess mortar or grout from surface of stone using sponge, brush, water, or acid. Brick Trowel, Pointing trowel, Brick Hammer, 2’’& 4’’ Levels, Standard Square, Speed Square, Sliding T Bevel, Braided Masonry Line, Line pins & Line Blocks, Standard Tape Measure, Brick Spacing & Modular tapes, Gauge Rod, Tuck Pointers. APPENDIX A CLASSIFICATIONS, WAGES & BENEFITS UNION BASE RATE CREDIT UNION PROVISION (See Note b) PENSION FUND HEALTH & WELFARE APPREN- TICESHIP FUND ANNUITY (See Note b) CARPENTERS (Effective (06/01/2023 – 05/31/2024) Group I $ 36.55 (a) $ 2.40 $ 5.66 $ 8.00 $ 0.78 $ 0.50 Group II $ 36.98 (a) $ 2.40 $ 5.66 $ 8.00 $ 0.78 $ 0.50 Group III $ 37.22 (a) $ 2.40 $ 5.66 $ 8.00 $ 0.78 $ 0.50 General Xxxxxxx: To be negotiated between the GF and the Company but will be at a rate no less than 12% per hour over the Journeyman scale of the classification under his/her supervision.

  • Certain Duties (a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; except as expressly set forth herein, the Indenture Trustee shall have no obligation to monitor the performance of the Servicer under the Transaction Documents. (b) In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; provided, however, the Indenture Trustee shall not be required to verify or recalculate the contents thereof. (c) In case an Event of Default or a Servicer Event of Default (resulting in the appointment of the Indenture Trustee as successor Servicer) has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided, however, that no provision in this Indenture shall be construed to limit the obligations of the Indenture Trustee to provide notices under Section 7.2 hereof. (d) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity acceptable to the Indenture Trustee (which may be in the form of written assurances) against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (e) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) this Section 7.1(e) shall not be construed to limit the effect of Section 7.1(a) and (b) hereof; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it shall be proved that the Indenture Trustee shall have been negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the holders of the requisite principal amount of the outstanding Notes, or in accordance with any written direction delivered to it under Sections 6.2(a), (b) or (c) hereof relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture. (f) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 7.1. (g) The Indenture Trustee makes no representations or warranties with respect to the Timeshare Loans or the Notes or the validity or sufficiency of any assignment of the Timeshare Loans to the Issuer or to the Trust Estate. (h) Notwithstanding anything to the contrary herein, the Indenture Trustee is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

  • General Duties It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the Sale and Servicing Agreement and to administer the Trust in the interest of the Holder, subject to the Basic Documents and in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Servicer has agreed in the Sale and Servicing Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Servicer to carry out its obligations under the Sale and Servicing Agreement.

  • Definitions and Other Provisions of General Application SECTION 101.

  • Public Duties Paid leave of absence will be granted for employees undertaking jury service or serving on public bodies or undertaking public duties. Where an allowance is claimable for loss of earnings the employee should claim and pay the allowance to the employing authority.

  • No Other Duties The only duties and obligations of the parties under this Agreement are as specifically set forth in this Agreement, and no other duties or obligations shall be implied in fact, Law or equity, or under any principle of fiduciary obligation.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!