Separate Interests Sample Clauses

Separate Interests. The General Partner, in performing its obligations under this Agreement, may act or omit to act at the direction of Parent, considering only such factors, including the separate interests of Parent and its Affiliates (which interests may differ from, and be given priority over, the interests of the Partnership or any other Partner), as the General Partner or Parent chooses to consider, and any action of the General Partner or failure to act, taken or omitted in good faith reliance on this Section 7.04(b) will not constitute a breach of any duty (including any fiduciary duty) on the part of the General Partner or Parent to the Partnership or any other Partner. The provisions of this Agreement, to the extent that they modify or eliminate the duties and liabilities of the General Partner or any Partner otherwise existing at law or in equity, are agreed by the Partners to modify or eliminate to that extent such other duties and liabilities of the General Partner or such Partner to the fullest extent permitted by applicable law.
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Separate Interests. The Secretary may, by regulation, revenue ruling, notice, or other docu- ment of general application, prescribe rules under which an applicable re- tained interest is treated as two or more separate interests for purposes of section 2701. In addition, the Commis- sioner may, by ruling issued to a tax- payer upon request, treat any applica- ble retained interest as two or more separate interests as may be necessary and appropriate to carry out the pur- poses of section 2701. [T.D. 8395, 57 FR 4264, Feb. 4, 1992] § 25.2701–8 Effective dates. Sections 25.2701–1 through 25.2701–4 and §§ 25.2701–6 and 25.2701–7 are effec- tive as of January 28, 1992. For trans- fers made prior to January 28, 1992, tax- payers may rely on any reasonable in- terpretation of the statutory provi- sions. For these purposes, the provi- sions of the proposed regulations and the final regulations are considered a reasonable interpretation of the statu- tory provisions. [T.D. 8395, 57 FR 4264, Feb. 4, 1992]
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Separate Interests. Any member of the Advisory Board, in performing his or her obligations under this Agreement, may act or omit to act at the direction of such Class B Member that appointed such Advisory Board member, considering only such factors, including the separate interest of such Class B Member (which interest may differ from, and be given priority over, the interests of the Company or any other Member); provided, however, that such Persons shall act in accordance with the implied contractual covenant of good faith and fair dealing.
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Separate Interests. Where the Covenantor is the registered proprietor or proprietor of an estate in leasehold which is of a separate and definable interest in the First Land in respect of which a separate instrument of title has issued (separate interest), the obligations of the Covenantor set out in this deed will relate only to the Covenantor's separate interest and not a separate interest of any other registered proprietor of the First Land or any part of or interest in the First Land.
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Separate Interests. If at the time a person ceases to be a General Partner such person is also a Limited Partner, such cessation shall not affect such person’s rights and obligations with respect to his or her limited partnership interest.
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Separate Interests. A Manager, in performing his or her obligations under this Agreement, may act or omit to act at the direction of any Class A Member, considering only such factors, including the separate interests of any Class A Member and its Affiliates (which interests may differ from, and be given priority over, the interests of the Company or any other Member), as such Manager or Class A Member chooses to consider, and any action of a Manager or failure to act, taken or omitted in good faith reliance on this Section 7.04(b) will not constitute a breach of any duty (including any fiduciary duty) on the part of any such Manager or any Class A Member to the Company or any other Member or Manager. The provisions of this Agreement, to the extent that they modify or eliminate the duties (including fiduciary duties) and liabilities of any Manager or Member and their respective Affiliates, employees, agents and Representatives otherwise existing at Law or in equity, are agreed by the Company and each Member to modify or eliminate to that extent such other duties and liabilities of such Person to the fullest extent permitted by applicable Law. Each Manager shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of, or failure to act by, such Manager in good faith reliance on such advice shall in no event subject such Manager or any of such Manager’s Affiliates, employees, agents or representatives to liability to the Company or any Member.
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Separate Interests. Epicenter and Indigo and any other working interest owner shall own its working interest in each well pursuant to the Operating Agreement separate from the other working interest owners and shall have the right to encumber such owner's working interest in the well(s) only. None of the working interest owners shall have the right to encumber the interests of the other working interest owners in any well. Should any lien or encumbrance or charging order be filed upon the working interest of the party hereto, the working interest owners, or any one of them, shall have the option, but not the obligation, to pay or discharge said lien and encumbrance or the judgment which forms the basis for said charging order, and, thereafter, be subrogated to the position of the lien creditor/judgment creditor of the debtor working interest owner.
Sample 1
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Related to Separate Interests

  • Distributions on the REMIC Interests On each Distribution Date, amounts on deposit in the Certificate Account shall be treated for federal income tax purposes as applied to distributions on the interests in the Lower Tier REMIC in an amount sufficient to make the distributions on the respective Certificates on such Distribution Date in accordance with the provisions of Section 4.04.

  • Outside Interests Executive shall not, without the prior written consent of the Company, directly or indirectly, during the term of this Agreement, other than in the performance of duties naturally inherent to the business of the Company and in furtherance thereof, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; provided, however, that Executive may attend to outside investments, and serve as a director, trustee or officer of, or otherwise participate in, educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with his full-time employment hereunder.

  • Interim Interest If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Other Interests It is understood that Trustees and officers of the Trust and shareholders of the Fund are or may be or become interested in the Adviser as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Adviser may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) that the Adviser may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words “Xxxxx Xxxxx” or “Boston Management and Research” or any combination thereof as part of their name, and that the Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.

  • Profits Interests (a) Class B Units are intended to qualify as a “profits interest” in the Partnership issued to a new or existing Partner in a partner capacity for services performed or to be performed to or for the benefit of the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, and Rev. Proc. 2001-43, 2001-2 C.B. 191, the Code, the Regulations, and other future guidance provided by the IRS with respect thereto, and the allocations under subparagraph 1(c)(ii) of Exhibit B shall be interpreted in a manner that is consistent therewith.

  • Percentage Interests If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

  • Participating Interests Effective in the case of each Standby L/C and Commercial L/C (if applicable) as of the date of the opening thereof, the Issuing Lender agrees to allot and does allot, to itself and each other Revolving Credit Lender, and each such Lender severally and irrevocably agrees to take and does take in such Letter of Credit and the related L/C Application (if applicable), an L/C Participating Interest in a percentage equal to such Lender’s Revolving Credit Commitment Percentage.

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