The Duty of Loyalty Sample Clauses

The Duty of Loyalty. The duty of loyalty has been expressed in Articles 14(1)(a) of the UCITS Directive and 12(1)(a) and (b) of the AIFM Directive as a duty of the UCITS management company/ AIFM to act honestly, fairly and in the best interest of the UCITS or AIF and the integrity of the market. In addition, it is determined that managers should try to ‘avoid conflicts of interests’ and ‘employ effectively the resources and procedures that are necessary for the proper performance of its business activities’.402 These latter two duties, i.e., the duty to avoid conflicts and the duty not to make secret profit, can be seen as fundamental aspects of the core duty of loyalty since they serve the purpose of acting loyally and fairly towards investors.403 Furthermore, UCITS management companies and AIFMs must establish, implement and maintain systems and procedures that are adequate to safeguard the security, integrity and confidentiality of information, taking into account the nature of the information in question.404 This so-called duty of confidentiality, which is also often included in professional codes of ethics, relates to client information and information regarding to transactions. It not only intends to serve the interests’ of investors, but also to help to prevent market abuse.405 In sum, the duty of loyalty under the two fund directives includes a number of subduties, including the duty to act in the best interest of investors, the duty of confidentiality, and the duty to avoid conflicts. Below, the first two duties, i.e., [A] the duty to act in the best interest of investors and [B] the duty of confidentiality, will be discussed in more detail. With respect to the duty to avoid conflicts, also known as the ‘no conflict rule’ under UK common law, the two directives require fund managers to 400. L.L.M. Xxxxxx Xxxx, Towards Context-Specific Directors’ Duties and Enforcement Mechanism in the Banking Sector? 2 Erasmus L. Rev. 105 (2013). 401. As Member States adopt public EU Directive into public national law, investors will generally only be able to enforce a breach of contractual or civil law duties through lawsuits (and thus not public conduct of business duties). 402. Articles 14(1)(c) and (d) of the UCITS Directive and Article 12(1)(c) and (d) of the AIFM Directive.
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The Duty of Loyalty 
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Related to The Duty of Loyalty

  • Duty of Confidentiality Licensee will protect the TCK as Oracle Confidential Information protected under this Section 6.0. A party receiving Confidential Information may not: (i) disclose Confidential Information to any third party, except that such party may exchange comments or questions concerning its use or the results of using the TCK, including relevant excerpts of the TCK, provided such TCK excerpts are inherently part of such results, but not the non-relevant portions of the TCK itself, or (ii) use Confidential Information except for the purpose of developing and testing Products. The receiving party will protect the confidentiality of Confidential Information to the same degree of care, but no less than reasonable care, as such party uses to protect its own Confidential Information. Obligations regarding Confidential Information will expire three (3) years from the date of receipt of the Confidential Information, except for source code, which will be protected by Licensee in perpetuity.

  • Duty of Care It is understood and agreed that, in furnishing the Company with the services as herein provided, neither the Transfer Agent, nor any officer, director or agent thereof shall be held liable for any loss arising out of or in connection with their actions under this Agreement so long as they act in good faith and with due diligence, and are not negligent or guilty of any willful misconduct. It is further understood and agreed that the Transfer Agent may rely upon information furnished to it reasonably believed to be accurate and reliable. In the event the Transfer Agent is unable to perform its obligations under the terms of this Agreement because of an act of God, strike or equipment or transmission failure reasonably beyond its control, the Transfer Agent shall not be liable for any damages resulting from such failure.

  • Injury on Duty Leave 35.5.1 An employee shall be granted injury-on-duty leave with pay for such reasonable period as may be determined by the Council where it is determined by a provincial Worker's Compensation Board that the employee is unable to perform his duties because of

  • Loyalty During the Executive’s employment by the Company, the Executive shall devote the Executive’s business energies, interest, abilities and productive time to the proper and efficient performance of Executive’s duties under this Agreement. Subject to the prior written consent of the President and CEO, the Executive is permitted to serve on the board of directors of one other company, so long as the other company does not compete with the Company.

  • Duty Hours ‌ The following limits on requirements to undertake duty apply for full-time kaimahi (see clause 2.4.1 for part time kaimahi).

  • DUTY OF DISCLOSURE The Manager has an affirmative duty to disclose material facts to the Members. Information is considered material if there is a substantial likelihood that a reasonable Investor would consider it important in making an investment decision. The Manager must not make any untrue statements to the Members and must not omit disclosing any material facts to the Members. The Manager has a further duty to disclose conflicts of interest that may exist between the interests of the Manager and its Affiliates and the interests of the Company or any of the individual Members.

  • Duty to Perform and Duty to Mitigate 11.6.1 To the extent not prevented by a Force Majeure Event pursuant to Article 11.3, the Affected Party shall continue to perform its obligations pursuant to this Agreement. The Affected Party shall use its reasonable efforts to mitigate the effect of any Force Majeure Event as soon as practicable.

  • Duty of Fair Representation You must be sure that the information you have given to us to pass on to the insurers is a “fair presentation” of the risk. This means that you must have clearly disclosed every material circumstance which you, your senior management, or persons responsible for arranging your insurance knows or ought to know following a reasonable search. A material circumstance is one which may influence an insurers’ judgement over whether to take the risk, and if so on what terms. If you are in doubt as to whether a circumstance is material then you should disclose it. Furthermore, you must inform us if any of the information provided to us has changed. If it has, then you must tell us about the changes before we arrange cover. Your duty to notify material changes in the risk applies when you purchase an insurance policy, throughout the life of the policy and when you renew that policy. Please note that failure to disclose a material circumstance may entitle an insurer to impose different terms on your cover or reduce the amount of a claim payable. In some cases your cover could be invalidated, which would mean that a claim would not be paid.

  • Confidentiality of Material a. All material given to or made available to the CONTRACTOR by virtue of this Contract, which is identified as proprietary or confidential information, will be safeguarded by the CONTRACTOR and shall not be disclosed to any individual or organization without the prior written approval of the STATE.

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