Standards and Conflicts Sample Clauses

Standards and Conflicts. (a) Except as provided otherwise in this Agreement, the General Partner shall conduct the affairs of the Partnership in good faith toward the best interests of the Partnership. THE GENERAL PARTNER IS LIABLE FOR ERRORS OR OMISSIONS IN PERFORMING ITS DUTIES WITH RESPECT TO THE PARTNERSHIP ONLY IN THE CASE OF BAD FAITH, GROSS NEGLIGENCE, OR BREACH OF THE PROVISIONS OF THIS AGREEMENT, BUT NOT OTHERWISE. The General Partner shall devote such time and effort to the Partnership business and operations as is necessary to promote fully the interests of the Partnership; however, the General Partner need not devote full time to Partnership business.
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Standards and Conflicts. (a) Except as provided otherwise in the Agreement, the Managing General Partner shall conduct the affairs of the Partnership in good faith toward the best interests of the Partnership. The Managing General Partner is liable for errors or omissions in performing its duties with respect to the Partnership only in the case of willful misconduct, but not otherwise. The Managing General Partner shall devote such time and effort to the Partnership business and operations as is necessary to promote fully the interests of the Partnership; however, neither the Managing General Partner nor any other General Partner must devote full time to Partnership business.
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Standards and Conflicts. 12 6.04 Indemnification........................................... 13 ARTICLE VII RIGHTS OF OTHER PARTNERS
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Standards and Conflicts. (a) The General Partner shall conduct the affairs of the Partnership in good faith toward the best interests of the Partnership. The General Partner, however, shall not be liable for errors or omissions in performing its duties hereunder, absent bad faith, gross negligence, or breach of the provisions of this Agreement. The General Partner shall devote such time and effort to the Partnership business and operations as shall be necessary to promote fully the interests of the Partnership; however, neither the General Partner nor any other General Partner shall be required to devote full time to Partnership business.
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Standards and Conflicts. (a) Each Manager shall be liable for errors or omissions in performing his or her duties with respect to the Company only in the case of bad faith, gross negligence, or breach of the provisions of this Agreement but not otherwise. The Managers shall devote such time and effort to the Company business and operations as is necessary to promote fully the interests of the Company; however, neither any Manager nor any Member must devote full time to Company business.
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Standards and Conflicts. (a) The Managing General Partner is liable for errors or omissions in. performing its duties with respect to the Partnership only in the case of willful misconduct and gross negligence, but not otherwise (this provision specifically protecting the Managing General Partner against its own sole, partial or concurrent negligence or strict liability). The Managing General Partner shall devote such time and effort to the Partnership business and operations as is necessary to promote fully the interests of the Partnership, but neither the Managing General Partner nor any other General Partner must devote full time to Partnership business (b) Subject to the other provisions of this Agreement, the Managing General Partner and each other Partner at any time and from time to time may engage in and possess interests in other business ventures of any and every type and description, independently or with others, including ones in competition with the Partnership and ones that are ider:tical to or similar to -19- EffiU 17~'7ThVC VV)~ � those possessed by the Partnership, with no obligation to offer to the Partnership or any other Partner the right to participate in those activities. (c) The Partnership may transact business with any Partner or Affiliate of a Partner, provided the terms of such transactions are no less favorable than those t~ie Partnership could obtain from unrelated third parties. 604 Indemnification. To the fullest extent permitted by lav~ and on request by a Person entitled to indemnification pursuant to this Section 6.04 (an "Indemnified Person"), the Partnership shall indemnify each General Partner, its Affiliates, and their respective officers, directors, partners, employees, and agents and hold them harmless from and against all losses, costs, liabilities, damages, and expenses (including, without limitation, costs of suit and attorney's fees) (collectively, the "Losses") any of them may incur as a (.-eneral Partner or in performing the obligations of that General Partner with respect ;o the Partnership, specifically including the Indemnified Person's sole, partial, or concurrent negligence or strict liability, and on request by the Indemnified Person the Partnership shall advance expenses associated with defense of any related action; provided, however, that this indeninity does not apply to Losses actually caused by the willful miscondu zt or gross negligence of the Indemnified Person. 6.05
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Standards and Conflicts. 19 6.04 Indemnification.........................................20 6.05
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Related to Standards and Conflicts

  • Compliance with Laws, Rules and Regulations Tenant, at its sole cost and expense, shall comply with all laws, ordinances, orders, rules and regulations of state, federal, municipal, or other agencies or bodies having jurisdiction over use, condition, and occupancy of the Leased Premises. Tenant must use and maintain the Leased Premises in a clean, careful, safe, and proper manner and in compliance with all Applicable Laws, including Applicable Laws pertaining to health, safety, disabled persons, and the environment; provided, however, that Tenant shall not be required to make any structural changes or repairs to the Leased Premises unless the need for such structural changes or repairs is caused by Tenant, its agents, employees, invitees, or others for whom Tenant is responsible pursuant to the terms and provisions of this Lease. Notwithstanding anything to the contrary contained elsewhere in this section, it is expressly agreed and understood that Tenant’s obligation to comply with all Applicable Laws does not apply to any violations of Applicable Laws that (a) were in effect and (b) were being violated or with which the Leased Premises was not in compliance immediately prior to the time Tenant accepted the Leased Premises, including without limitation any existing environmental contamination. Tenant will comply with the rules and regulations of the Leased Premises adopted by Landlord in its reasonable discretion. All such rules and regulations and changes and amendments thereto will be sent by Landlord to Tenant in writing and shall thereafter be carried out and observed by Tenant.

  • Compliance with Applicable Laws, Rules and Regulations The Dealer Manager represents to the Company that (a) it is a member of FINRA in good standing, and (b) it and its employees and representatives who will perform services hereunder have all required licenses and registrations to act under this Agreement. With respect to its participation and the participation by each Participating Dealer in the offer and sale of the Offered Shares (including, without limitation, any resales and transfers of Offered Shares), the Dealer Manager agrees, and, by virtue of entering into the Participating Dealer Agreement, each Participating Dealer shall have agreed, to comply with any applicable requirements of the Securities Act and the Exchange Act, applicable state securities or blue sky laws, and, specifically including, but not in any way limited to, NASD Conduct Rules 2340 and 2420, and FINRA Conduct Rules 2310, 5130 and 5141.

  • Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties (a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, or any member of the Board of Directors, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Outstanding Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner and the Board of Directors may but shall not be required in connection with the resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner or the Board of Directors, as the case may be, may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is sought, then, notwithstanding any other provision of this Agreement or law that would otherwise apply, (x) the Conflicts Committee will be authorized in connection with its determination of whether to provide Special Approval to consider any and all factors as it determines to be relevant or appropriate under the circumstances and (y) it will be presumed that, in making its decision, the Conflicts Committee acted in good faith, and if Special Approval is not sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision the Board of Directors, acted in good faith, and, in either case, in any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partner or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall not constitute a breach of this Agreement or of any duty hereunder or existing at law, in equity or otherwise.

  • COMPLIANCE WITH POLICIES AND PROCEDURES During the period that Executive is employed with the Company hereunder, Executive shall adhere to the policies and standards of professionalism set forth in the policies and procedures of the Company and IAC as they may exist from time to time.

  • Compliance with Rules and Regulations PFPC undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund or any other entity.

  • Compliance with Rules and Policies The Executive shall perform all services in accordance with the lawful policies, procedures and rules established by the Company and the Board. In addition, the Executive shall comply with all laws, rules and regulations that are generally applicable to the Company or its subsidiaries and their respective employees, directors and officers.

  • Compliance with Rules To comply with, and to require the Contractors to comply with, all rules, regulations, ordinances and laws bearing on the conduct of the work on the Improvements, including the requirements of any insurer issuing coverage on the Project and the requirements of any applicable supervising boards of fire underwriters.

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