Possible Conflicts of Interest Sample Clauses

Possible Conflicts of Interest. The Manager will immediately notify the Boxer in writing if he is intending to arrange an engagement or engagements on behalf of the Boxer and;
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Possible Conflicts of Interest. If Attorney determines that he represents another client whose interests conflict, or are likely to conflict, with Client's interests, Attorney reserves the right to terminate this Agreement, while protecting the confidentiality of any privileged information that Client has provided to Attorney. 9.
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Possible Conflicts of Interest. The Special Committee also took into account the possible conflicts of interest of certain directors and members of management of both Hertz and Ford discussed below under “Special Factors — Interests of Certain Persons in the Offer and the Merger.” In reaching its determinations referred to above, the Hertz Board considered the following factors, each of which, in the view of the Hertz Board, supported such determinations: (i) the conclusions and recommendations of the Special Committee; (ii) the factors referred to above as having been taken into account by the Special Committee, including the receipt by the Special Committee of the opinion of Lazard that, based upon and subject to the assumptions stated therein, the $35.50 per Share to be received by the stockholders of Hertz (other than the Purchaser and its affiliates) in the Offer and the Merger pursuant to the Merger Agreement is fair from a financial point of view to such holders, and the analysis presented by Lazard to the Hertz Board; and (iii) the fact that the Offer Price and the terms and conditions of the Merger Agreement were the result of arm’s-length negotiations between the Special Committee and Ford. The members of the Hertz Board, including the members of the Special Committee but excluding members who are officers and employees of Ford or X.X. Xxxxxx or their affiliates, evaluated the Offer and the Merger in light of their knowledge of the business, financial condition and prospects of Hertz, and based upon the advice of financial and legal advisors. The Hertz Board, including the members of the Special Committee, believes that the Offer and Merger are procedurally fair because, among other things: (i) the Special Committee consisted of independent directors appointed to represent the interests of Xxxxx’x stockholders (other than the Purchaser and its affiliates); (ii) the Special Committee retained and was advised by its own independent legal counsel; (iii) the Special Committee retained and was advised by Lazard, as its independent financial advisor, to assist it in evaluating a potential transaction with Ford and the Purchaser; (iv) the nature of the deliberations pursuant to which the Special Committee evaluated the Offer and the Merger and alternatives thereto; and (v) the fact that the $35.50 per Share Offer Price resulted from arm’s-length bargaining between representatives of the Special Committee, on the one hand, and representatives of Ford, on the other. The Hertz Board and ...
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Possible Conflicts of Interest. The interests of the Firm Clients may run counter to the interests of: Conflicts of interest may arise when providing investment services as a result of: Access to information that is not generally available, benefits (commissions, fees, benefits, and services in kind, etc.) Paid fromor to, and guaranteed to or by, third parties in relation to the provision of investment services, performance-related pay schemesfor employees and agents, personal relationships involving members of the manage- ment board, our employees, or individuals associated with them, or those individuals holding seats on the supervisory or advisory boards of companies whose securities are involved in transactions. In accordance with the FCA rules, the Firm may receive benefits and services free of charge from other service providers in connection with our investment business, such as factsheets, other information materials, training, and technical services. We use these benefits to maintain and constantly improve the quality of our services in order to meet your high expectations.
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Possible Conflicts of Interest. The Client understands that the investment advisor, Xxxxxxx Xxxxxxx, of FOR RETIRED ONLY™ can sell Real Estate, function as a Mortgage Broker, and/or sell insurance products in their separate capacity as a Real Estate Broker and/or Insurance Agent for clients. When the Advisor implements such transactions, she may earn commissions. Clients are free to select any broker, insurance agent that they wish to implement the advice and are under no obligation to use Advisor or any recommended custodian or broker to implement transactions. The Client recognizes that the Advisor and its employees may recommend, suggest, take action in the performance of their duties to such other Clients which may differ from the recommendations, suggestions, advice given, or in the timing and nature of action taken with respect to the client. Nothing in this agreement shall be deemed to impose on the Advisor any obligation to recommend or suggest for purchase or sale any securities, or other investments, insurance products or coverage to Client, which the advisor may purchase or sell, or recommend for purchase or sale, for its or for the account of any other Client.
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Possible Conflicts of Interest. Without limiting the nature of these interests, such examples include where we or an affiliate or agent: (a) deal in the investment, a related investment or an asset underlying the investment, as principal for our own account or that of someone else. This could include selling to you or buying from you and also dealing with or using the services of an intermediate broker or other agent who may be an affiliate. Such dealing could include entering into hedging activities in connection with any structured or complex transaction with you, or anyone else, at any time, including, where applicable, prior to the time of fixing any strike or settlement price under transactions; (b) match your transaction with that of another client by acting on its behalf as well as yours; (c) buy from you and sell immediately to another client, or vice versa; (d) hold a position (including a short position) in the investment concerned, a related investment or an asset underlying the investment; (e) quote prices to the market in the investment, a related investment or asset underlying the investment; (f) are involved as an underwriter or in some other capacity in a takeover, a new issue or another transaction involving the investment, a related investment or the issuer; or (g) are advising and providing other services to affiliates or other clients which may have interests in investments or underlying assets which conflict with your own. Where we conduct any of the activities outlined above, we will manage these conflicts in accordance with Applicable Law. We will disclose to you only where our internal organisational and administrative arrangements are not sufficient to ensure, with reasonable confidence, that risks of damage to your interests will be prevented. Disclosure will, however, be a measure of last resort in accordance with our Conflicts Policy.
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Related to Possible Conflicts of Interest

  • 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.

  • 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. B. Contractor agrees that, if after execution of the Contract, Contractor discovers or is made aware of a Conflict of Interest, Contractor will immediately and fully disclose such interest in writing to System Agency. In addition, Contractor will promptly and fully disclose any relationship that might be perceived or represented as a conflict after its discovery by Contractor or by System Agency as a potential conflict. System Agency reserves the right to make a final determination regarding the existence of Conflicts of Interest, and Contractor agrees to abide by System Agency’s decision.

  • Organizational Conflicts of Interest (a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under this contract and a contractor's organizational, financial, contractual or other interests are such that: (i) Award of the contract may result in an unfair competitive advantage; or (ii) The Contractor's objectivity in performing the contract work may be impaired. (b) The Contractor agrees that if after award it discovers an organizational conflict of interest with respect to this contract or any task/delivery order under the contract, he or she shall make an immediate and full disclosure in writing to the Contracting Officer which shall include a description of the action which the Contractor has taken or intends to take to eliminate or neutralize the conflict. The HA may, however, terminate the contract or task/delivery order for the convenience of the HA if it would be in the best interest shall be final and conclusive. of the HA. (d) Provided the Contractor has (i) given the notice within the (c) In the event the Contractor was aware of an organizational time stated in paragraph (c) above, and (ii) excepted its claim relating to such decision from the final release, and (iii) brought suit against the HA not later than one year after receipt of final payment, or if final payment has not been made, not later than one year after the Contractor has had a reasonable time to respond to a written request by the HA that it submit a final voucher and release, whichever is earlier, then the HA's decision shall not be final or conclusive, but the dispute shall be determined on the merits by a court of competent jurisdiction. (e) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the HA.

  • 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.

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