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. (b) Subject to the other provisions of this Agreement, the General Partner and each Limited 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, 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 the transactions are no less favorable than those the Partnership could obtain from unrelated third parties.
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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. (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, with no obligation to offer to the Partnership or any other Partner the right to participate therein. (c) The Partnership may transact business with any Partner or Affiliate of a Partner on terms determined necessary or desirable by the Managing General Partner.
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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. (b) Notwithstanding any other provision hereof, the General Partner and each other General Partner at any time and from time to time may engage in and possess interests in any businesses or other ventures of any and every type and description, independently or with others, including ones in competition with the Partnership, with no obligation to offer to the Partnership or any other Partner the right to participate therein. (c) The Partnership may transact business with any Partner or Affiliate thereof on such terms and conditions as are determined in the sole discretion of the General Partner.
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Standards and Conflicts. (a) Except as otherwise expressly provided herein, 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, 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 Managing 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 Managing General Partner nor any other General Partner shall be required to devote full time to Partnership business. (b) Notwithstanding any other provision hereof, the Managing General Partner and each other General Partner at any time and from time to time may engage in and possess interests in any businesses or other ventures of any and every type and description, independently or with others, including ones in competition with the Partnership, with no obligation to offer to the Partnership or any other Partner the right to participate therein. (c) Subject to the terms of Section 4.04(b) hereof, the Partnership may transact business with any Partner or Affiliate thereof on such terms and conditions as are determined in the sole discretion of the Managing General Partner.
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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. (a) Subject to the other express provisions of this Agreement, the Managers, each Member and each officer of the Company 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 with no obligation to offer to the Company or any Member or officer of the Company the right to participate therein. (b) The Company may transact business with any Managers, any Member, or officer or Affiliate thereof, provided the terms of those transactions are no less favorable than those the Company could obtain from unrelated third parties and the terms of those transactions are approved by the Board of Managers; and provided, further, that to the extent that it is commercially reasonable to explore transactions (of any kind) between EXCO and the Company (other than as specifically contemplated by this Agreement), the Board of Managers will consider such a transaction, although neither EXCO, OCM or the Company shall be required to effectuate such a transaction without approval of each of EXCO, OCM and the Company.
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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.
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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 Accessibility Standards All parties to this Agreement shall ensure that the plans for and the construction of all projects subject to this Agreement are in compliance with standards issued or approved by the Texas Department of Licensing and Regulation (TDLR) as meeting or consistent with minimum accessibility requirements of the Americans with Disabilities Act (P.L. 101-336) (ADA).

  • Compliance with Laws, Rules and Regulations a. Assurances. The Contractor agrees that all activity pursuant to this Contract will be in accordance with all applicable current federal, state and local laws, rules, and regulations, including but not limited to the Public Records Act (chapter 42.56 RCW), the Freedom of Information Act (5 U.S.C. 522) and the Records Retention Act (chapter 40.14 RCW).

  • LICENSES AND STANDARDS 11 CONTRACTOR warrants that it and its personnel, described in Paragraph 27 of 12 this Agreement, who are subject to individual registration and/or licensing requirements, have all 13 necessary licenses and permits required by the laws of the United States, State of California 14 (hereinafter referred to as “State”), County of Orange, and all other appropriate governmental 15 agencies to perform the services described in this Agreement, and agrees to maintain, and require 16 its personnel to maintain, these licenses and permits in effect for the duration of this Agreement.

  • 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.

  • Specifications and Standards a) All articles supplied shall strictly conform to the specifications, trademark laid down in the bidding document and wherever articles have been required according to ISI/ ISO/ other applicable specifications/ certifications/ standards, those articles should conform strictly to those specifications/ certifications/ standards. The supply shall be of best quality and description. The decision of the competent authority/ purchase committee whether the articles supplied conforms to the specifications shall be final and binding on the supplier/ selected bidder.

  • 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, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action by the General Partner or its Affiliates 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 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 shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval of such resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval. If Special Approval is not sought and the Board of Directors of the General Partner 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 of the General Partner acted in good faith, and 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. (b) Whenever the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this Agreement, the General Partner, or such Affiliates causing it to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different standards imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. In order for a determination or other action to be in “good faith” for purposes of this Agreement, the Person or Persons making such determination or taking or declining to take such other action must believe that the determination or other action is in the best interests of the Partnership, unless the context otherwise requires. (c) Whenever the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to do so, in its individual capacity as opposed to in its capacity as the general partner of the Partnership, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then the General Partner, or such Affiliates causing it to do so, are entitled to make such determination or to take or decline to take such other action free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner, and the General Partner, or such Affiliates causing it to do so, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. By way of illustration and not of limitation, whenever the phrase, “at the option of the General Partner,” or some variation of that phrase, is used in this Agreement, it indicates that the General Partner is acting in its individual capacity. For the avoidance of doubt, whenever the General Partner votes or transfers its Partnership Interests, or refrains from voting or transferring its Partnership Interests, it shall be acting in its individual capacity. (d) Notwithstanding anything to the contrary in this Agreement, the General Partner and its Affiliates shall have no duty or obligation, express or implied, to (i) sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business or (ii) permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be provided in contracts entered into from time to time specifically dealing with such use. Any determination by the General Partner or any of its Affiliates to enter into such contracts shall be at its option. (e) Except as expressly set forth in this Agreement, neither the General Partner nor any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Partnership or any Limited Partner and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the General Partner or any other Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of the General Partner or such other Indemnitee. (f) The Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.

  • Policies, Guidelines, Directives and Standards Either the Funder or the Ministry will give the HSP Notice of any amendments to the manuals, guidelines or policies identified in Schedule C. An amendment will be effective in accordance with the terms of the amendment. By signing a copy of this Agreement the HSP acknowledges that it has a copy of the documents identified in Schedule C.

  • 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 Terms and Conditions All the terms, covenants and conditions of this Agreement to be complied with and performed by Parent or Sub on or before the Closing Date shall have been (and tender by Parent or Sub of any documents required to be delivered at the Closing by it shall constitute a representation by Parent and Sub as at the Closing that, except as otherwise specifically approved in writing by Company, they have been) complied with and performed in all material respects.

  • DECLARATION OF COMPLIANCE WITH APPLICABLE STANDARDS 1. Does the Work report experiments involving human subjects? [ ] YES [ ] NO  If Yes, were the reported experiments in accordance with the ethical standards of the committee responsible for human experimentation (institutional and national), and with the Helsinki Declaration of 1975, as revised in 2013 (xxxx://xxxxxx.xxx.xxx/ecodes/node/3931 )? [ ] YES [ ] NO (If Yes, the Assignor must submit a copy of the approval and consent-to-disclose form to Xxxxxxx Science Publishers by fax or email.) Please state whether Ethical Approval was given, by whom and the relevant Judgement’s reference number. (If No, the Assignor must mention an institutional or regional guideline.) 2. Does the Work report experiments involving animals? [ ] YES [ ] NO  If Yes, were the reported experiments in accordance with the standards set forth in one of below national guidelines and regulations: o The US National Research Council's "Guide for the Care and Use of Laboratory Animals," o The US Public Health Service's "Policy on Humane Care and Use of Laboratory Animals," and "Guide for the Care and Use of Laboratory Animals." o UK : the Animals (Scientific Procedures) Act 1986 Amendment Regulations (SI 2012/3039). [ ] YES [ ] NO 6 [v.122016] Conflicts of interest arise when authors, reviewers, or editors have interests (such as financial or personal interests) that are not made clear and that may influence their judgment on the content of their work. Authors and editors who submit work for publication with Xxxxxxx Science are required to disclose and acknowledge all forms of financial support relating to the work to be published, all commercial or financial involvement that might present an appearance of a conflict of interest in respect of the work, and all agreements relating to sponsorship of any research upon which the work is based. Are there any actual, or potential, conflicts of interest? [ ] YES [ ] NO If Yes, details of the actual or potential conflicts of interest must be set-out in the spaces provided below. Does Assignor require assistance in having the English grammar and style of the Work checked and improved by Xxxxxxx Science? [ ] YES [ ] NO If Yes, Xxxxxxx Science will provide a quote in respect of the same.

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