Standard of Duty Sample Clauses

Standard of Duty. Consultant acknowledges and agrees that Consultant has a duty to act in the best interests of Carlyle and to do no act that would knowingly injure the business, interests or reputation of Carlyle, the Portfolio Companies or, to the best of Consultant’s knowledge, any of its or their subsidiaries, affiliates or owners. In keeping with these duties, Consultant will use reasonable efforts to disclose to Company business opportunities that may become known to Consultant pertaining to the Company’s or any Portfolio Companies’ business.
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Standard of Duty. Except to the extent caused by Escrow Agent's misconduct or negligence, the Buyer and Seller jointly and severally promise and agree to indemnify and save Escrow Agent harmless from any claims, liabilities, judgments, reasonable attorneys' fees and other expenses of every kind and nature which may be incurred by Escrow Agent by reason of its acceptance of, and performance under, this instrument.
Sample 1
Standard of Duty. The Guarantee Trustee must exercise, and must procure that each Authorised Officer of the Guarantee Trustee exercises, good faith and the same degree of care, skill and diligence as a reasonable and prudent Person would exercise in carrying out its functions, duties and obligations under this deed.
Sample 1
Standard of Duty. The Client may at any time make specific requests to Fundnel about Fundnel’s performance of the services but has no right to, and shall not, control the manner, or determine any aspect, of Fundnel’s performance of the services. Fundnel may, but is not necessarily obliged to, accommodate these requests. Fundnel alone shall determine the method, details, and means of performing the services to be carried out for the Client. In the course of performing the services, Fundnel shall at all times remain an independent contractor and not an employee, agent, joint venturer, or partner of the Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Client and Fundnel, and the Client therefore shall not take any action or provide Fundnel with any benefits or commitments inconsistent with Fundnel’s status as an independent contractor.
Sample 1
Standard of Duty. The Issuer may at any time make specific requests to ECF Operator about ECF Operator’s performance of the Issuer services but has no right to, and shall not, control the manner, or determine any aspect, of ECF Operator’s performance of the Campaign Services. ECF Operator may, but is not necessarily obliged to, accommodate these requests. ECF Operator shall, in consultation with the Issuer, determine the method, details, and means of performing the Campaign Services to be carried out for the Issuer. In the course of performing the Campaign Services, ECF Operator shall at all times remain an independent contractor and not an employee, agent, joint venture, or partner of the Issuer. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Issuer and ECF Operator, and the Issuer therefore shall not take any action or provide ECF Operator with any benefits or commitments inconsistent with ECF Operator’s status as an independent contractor.
Sample 1
Standard of Duty. Senior Advisor acknowledges and agrees that Senior Advisor has a duty to act in the best interests of Carlyle and to do no act that would knowingly injure the business, interests or reputation of Carlyle, the Portfolio Companies or, to the best of Senior Advisor’s knowledge, any of its or their subsidiaries, affiliates or owners. In keeping with these duties, Senior Advisor will use reasonable efforts to disclose to Company business opportunities that may become known to Senior Advisor pertaining to the Company’s or any Portfolio Companies’ business.
Sample 1

Related to Standard of Duty

  • Servicer’s Standard of Care In performing Serviced Duties hereunder with respect to any Serviced Appointment, the Purchasers shall comply with the terms of the applicable Serviced Corporate Trust Contracts, including the standard of care set forth therein (including the standard that applies in the case of an event of default), and shall perform the Serviced Duties in accordance with the terms of the applicable Serviced Corporate Trust Contracts and this Agreement and in compliance with applicable Law, including, as applicable, Item 1122 of Regulation AB and 12 C.F.R. Part 9, as though the Purchasers were directly responsible for the Serviced Duties under the applicable Serviced Corporate Trust Contracts. Each of the Purchasers covenants and agrees that it shall perform the Serviced Duties in a manner consistent with (and with a standard of care no less than) the Purchasers’ practices in servicing its own corporate trust business (including the Business acquired by the Purchasers), and, with respect to each Serviced Appointment, in accordance with the applicable Serviced Corporate Trust Contract.

  • Standard of Care In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

  • Standard of Services All services to be rendered by SCM hereunder shall be performed in a professional, competent and timely manner subject to the supervision of the Board of Directors of the Corporation on behalf of the Funds. The details of the operating standards and procedures to be followed by SCM in the performance of the services described above shall be determined from time to time by agreement between SCM and the Corporation.

  • Standard of Conduct To the extent that the provisions of Section 8(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under New York law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows: (i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.

  • Standard of Review The Parties acknowledge and agree that the standard of review for any avoidance, breach, rejection, termination or other cessation of performance of or changes to any portion of this integrated, non-severable Agreement (as described in Section 22) over which FERC has jurisdiction, whether proposed by Seller, by Buyer, by a non-party of, by FERC acting sua sponte shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v.

  • STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.

  • Hours of Duty (a) The prescribed hours of duty may be worked with flexible commencement and finishing times in accordance with the provisions of this clause. (b) For the purpose of leave, public holidays and days in lieu of the repealed Public Service Holidays, a day shall be credited as 7.5 hours.

  • Standard of Service As Agent for the Fund, you agree to provide service equal to or better than that provided by you or others furnishing shareholder services to other open-end investment companies ("Standard") at a fee comparable to the fee paid you for your services hereunder. The Standard shall include at least the following: (a) Prompt reconciliation of any differences as to the number of outstanding shares between various Facility records or between Facility records and records of an MFS Fund's Custodian; (b) Prompt processing of shareholder correspondence and of other matters requiring action by you; (c) Prompt clearance of any daily volume backlog; (d) Providing innovative services and technological improvements; (e) Meeting the requirements of any governmental authority having jurisdiction over you or the Fund; and (f) Prompt reconciliation of all bank accounts under your control belonging to the Fund or MFS. If any MFS Fund serviced by you is reasonably of the view that the service provided by you does not meet the Standard, it shall give you written notice specifying the particulars, and you then shall have 120 days in which to restore the service so that it meets the Standard, except that such period shall be 180 days with respect to meeting that portion of the Standard described above in item (d) of this paragraph 4. If at the end of such period the Fund remains reasonably of the view that the service provided by you, in the particulars specified, does not meet the Standard, then the MFS Fund or Funds having a majority of the accounts for which you are then Agent may, by appropriate action (including the concurrence of a majority of the Trustees or Directors, as the case may be, of such MFS Fund or Funds who are not interested persons of MFS), elect to terminate this Agreement for cause as to all such Funds upon 90 days notice to you. Upon termination hereof, the Fund shall pay you such compensation as may be due to you as of the date of such termination, and shall likewise reimburse you for any costs, expenses, and disbursements reasonably incurred by you to such date in the performance of your duties hereunder.

  • Civic Duty Whenever an employee is served with a subpoena by a court of competent jurisdiction which compels his/her presence as a witness during his/her normal working period, unless he/she is a party to the litigation or an expert witness, such employee shall be granted time off with pay in the amount of the difference between the employee's regular earnings and any amount he/she receives for such appearance. This Article is not applicable to appearances for which the employee receives compensation in excess of his/her regular earnings. A court of competent jurisdiction is defined as a court within the County in which the employee resides or if outside the county of residence, the place of appearance must be within 150 miles of the employee's residence.

  • Liability; Standard of Care Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser’s duties and obligations under this Agreement.

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