Potential Conflict of Interest and Related Party Transactions Sample Clauses

Potential Conflict of Interest and Related Party Transactions. (a) Except as disclosed on Schedule 4.22(i) of the Disclosure Schedule, no Seller, Restricted Person, Seller Guarantor, the Company Manager or any consultant, independent contractor, officer, director or manager of the Company owns or holds, directly or indirectly, any interest in (excepting holdings solely for passive investment purposes of securities of publicly held and traded entities constituting less than 1% of the equity of any such entity), or is an officer, director, manager, member, partner, shareholder, employee or consultant of any Person that is, a competitor, lessor, lessee, customer or supplier of the Company or which conducts a business similar to the Business. Except as disclosed on Schedule 4.22(ii) of the Disclosure Schedule, no Seller, Seller Guarantor, Restricted Party, any Affiliate of any of the foregoing, consultant, independent contractor or officer of the Company, the Company Manager or manager, director or officer of any Company Subsidiary: (a) owns or holds, directly or indirectly, in whole or in part, any IP used or necessary to conduct the Business as presently conducted or any rights thereto; (b) has any claim, charge, action, suit, proceeding or cause of action against the Company, except for claims for reasonable unreimbursed travel or entertainment expenses that in the aggregate do not exceed $5,000.00, accrued vacation pay or accrued benefits under any employee benefit plan existing on the date hereof; (c) has made, on behalf of the Company, any payment or commitment to pay any commission, fee or other amount to, or to purchase or obtain or otherwise contract to purchase or obtain any products or services from, any other Person of which any Seller, Seller Guarantor or Restricted Person, Affiliate of any of the foregoing, consultant, independent contractor or officer of the Company, the Company Manager or any manager or director of any Company Subsidiary is a member, partner, director, manager, officer, or shareholder (except holdings solely for passive investment purposes of securities of publicly held and traded entities constituting less than 1% of the equity of any such entity); (d) owes any money to the Company; or (e) other than those Material Contracts listed on Schedule 4.14(a)(i) to the Disclosure Schedule, is a party to any agreement, contract, commitment or transaction with the Company.
Sample 1
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Related to Potential Conflict of Interest and Related Party Transactions

  • No Conflict of Interest Contractor has no interest that would constitute a conflict of interest under (i) PCC 10365.5, 10410 or 10411; (ii) Government Code sections 1090 et seq. or 87100 et seq.; or (iii) California Rules of Court, rule 10.103 or 10.104, which restrict employees and former employees from contracting with judicial branch entities.

  • Conflict of Interests The beneficiary undertakes to take all the necessary measures to prevent any risk of conflicts of interests which could affect the impartial and objective performance of the agreement. Such conflict of interests could arise in particular as a result of economic interest, political or national affinity, family or emotional reasons, or any other shared interest. Any situation constituting or likely to lead to a conflict of interests during the performance of the agreement must be brought to the attention of the Commission, in writing, without delay. The beneficiary shall undertake to take whatever steps are necessary to rectify this situation at once. The Commission reserves the right to check that the measures taken are appropriate and may demand that the beneficiary take additional measures, if necessary, within a certain time.

  • Organizational Conflict of Interest ‌ The guidelines and procedures of FAR 9.5 will be used in identifying and resolving any issues of organizational conflict of interest at the Order level. In the event that an Order requires activity that would create an actual or potential conflict of interest, the Contractor shall identify the potential or actual conflict to the OCO for review per FAR 9.5.

  • Related Party Transactions There are no business relationships or related party transactions involving the Company or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.

  • Conflict of Interest Contractor Personnel 2.5.1 The A-E shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the COUNTY. This obligation shall apply to the A-E; the A-E’s employees, agents, and relatives; sub-tier contractors; and third parties associated with accomplishing work and PROJECTS/SERVICES hereunder. 2.5.2 A-E’s efforts shall include, but not be limited to establishing precautions to prevent its employees or agents from: making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to appear to influence individuals to act contrary to the best interests of the COUNTY.

  • CONFLICT OF INTEREST POLICY 4.1. The Company, partners of the Company or other affiliated parties may have material interest, a legal relationship or arrangement concerning a specific transaction in the Trader’s Room or on the trading platform or interests, relationships, or arrangements that may be in conflict with the interests of the Client. By way of example, the Company may: - act as Principal concerning any instrument on the Company’s own account by selling to or buying the instrument from the Client; - combine the Client’s transaction with that of another Client; - buy or sell an instrument the Company recommended to the Client; - advise and provide other services to partners or other clients of the Company who may have interests in investments or underlying assets which conflict with the Client’s interests. The Client consents to and grants the Company authority to deal with or for the Client in any manner which the Company considers appropriate, notwithstanding any conflict of interest or the existence of any material interest in any transaction in the Trader’s Room or on the trading platform, without prior notification of the Client. The Company’s employees are required to comply with a policy of impartiality and to disregard any material interests or conflicts of interest when advising the Client.

  • Conflict of Interest – Contractor’s Personnel The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obligation shall apply to the Contractor; the Contractor’s employees, agents, and subcontractors associated with accomplishing work and services hereunder. The Contractor’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of the County.

  • Certain Relationships and Related Transactions No relationship, direct or indirect, exists between or among any Partnership Entity, on the one hand, and the directors, officers, stockholders, affiliates, customers or suppliers of any Partnership Entity, on the other hand, that is required to be described in the Preliminary Prospectus or the Prospectus and is not so described.

  • Conflict of Interest No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement.

  • CONFLICT OF INTEREST FORM Bidder shall complete the Conflict of Interest Form attached hereto and submit it with their bid.

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