IMPROPER ACTIVITIES Clause Samples

IMPROPER ACTIVITIES. Employees shall not interfere with the proper performance of the official duties of others, but are strongly encouraged to fulfill their own moral obligations to the public, MWDOC, and its member agencies by disclosing, to the extent not expressly prohibited by law, improper activities within their knowledge. No employee shall directly or indirectly use or attempt to use the authority or influence of his/her position for the purpose of intimidating, threatening, coercing, commanding, or influencing any person with the intent of interfering with that person's duty to disclose improper activity.
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IMPROPER ACTIVITIES. If either party shall in its reasonable judgment determine that any of the personnel, employees or subcontractors performing obligations pursuant to this Agreement are being used for purposes or are involved in any activity including but not limited to conduct which is unethical, illegal, immoral [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 7 or which may harm the other party's standing or reputation, then that party shall give notice to the other specifying the purpose or activity of the complaint and requiring that the other cease such activity. The offending party shall use its best efforts to cease such activity immediately after having received notice and in every instance such cessation shall take place within seven days after having received notice. Cessation of the activity and/or termination of the offending personnel, employee or subcontractor will generally be a reasonable response to such a complaint.
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IMPROPER ACTIVITIES. If either party shall be of the reasonable opinion that the Clinical Research Personnel are being used for purposes or are involved in any activity which is illegal or which harm▇ ▇▇▇ other party's standing or professional reputation, then that party shall be entitled to give written notice to the other specifying the purpose or activity giving rise to the complaint and requiring that the other cease such activity within fourteen (14) days, in default of which the Agreement may be terminated immediately by the party giving notice.
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IMPROPER ACTIVITIES. The Casino Operator shall not divert or "skim revenues" in violation of R.S. 27:262 or engage in illegal activities or reduce competition from other gaming entities in violation of R.S. 27:240(l)(b) or conduct Games or Gaming Operations so as to prevent guests from patronizing local businesses other than the Casino in violation of R.S. 27:240(l)(c).
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IMPROPER ACTIVITIES. 88 10.6. Prohibited Sale of Certain Products.................................................................89 10.7. Exclusion and Detention of Certain Persons..........................................................89 10.8. Environmental Laws..................................................................................90 10.9.
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IMPROPER ACTIVITIES. FSC has no duty to discover or report to Client any willful or negligent actions or inactions of the employees or Representatives of Client or its vendors; nevertheless, if FSC discovers any material improper action or inaction by employees of Client or its vendors or their respective Representatives, and FSC elects (in its sole discretion) to report its findings to Client, FSC will not report its discovery to any officer or employee of Client except the individual or officer named on the Client Information Schedule as "Primary Improper Activities Contact" (unless the individual or officer named on the Client Information Schedule as "Primary Improper Activities Contact" appears to FSC, in its good faith judgment, to be directly involved in the improper actions, in which case FSC will report directly to the individual or officer named on the Client Information Schedule as "Secondary Improper Activities Contact"). If FSC does disclose to Client any such activities FSC believes in good faith are or may be improper, Client shall indemnify FSC for all claims and losses incurred by FSC related to such disclosure.
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IMPROPER ACTIVITIES. Each Party represents, warrants, covenants and agrees that it shall notify the other Party in writing within five (5) business days if it becomes aware of any material actual or threatened investigation or litigation of its own sales or marketing activities by any federal, state, or local governmental body or agency or becomes subject to or enters into any consent decree, judgment, injunction, restraining order, settlement agreement, or agreement or order relating to the conduct of its marketing or sale of Marketed Services.
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Related to IMPROPER ACTIVITIES

  • Other Activities Your services pursuant to this Agreement shall not be deemed to be exclusive, and you may render similar services and act as an underwriter, distributor or dealer for other investment companies in the offering of their shares.

  • Activities Except with the prior written consent of the Board, Executive will not during his employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of his duties hereunder.

  • Illegal Activities Seller shall not engage in any conduct or activity that could subject its assets to forfeiture or seizure.

  • Outside Activities (a) The General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the IPO Registration Statement, (B) the acquiring, owning or disposing of debt securities or equity interests in any Group Member, (C) the guarantee of, and mortgage, pledge, or encumbrance of any or all of its assets in connection with, any indebtedness of any Group Member or (D) the performance of its obligations under the Omnibus Agreement. (b) Subject to the terms of Section 7.5(c), each Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty otherwise existing at law, in equity or otherwise, to any Group Member or any Partner. None of any Group Member, any Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Unrestricted Person. (c) Subject to the terms of Section 7.5(a) and Section 7.5(b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any duty or any other obligation of any type whatsoever of the General Partner or any other Unrestricted Person for the Unrestricted Persons (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Unrestricted Persons shall have no obligation hereunder or as a result of any duty otherwise existing at law, in equity or otherwise, to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or in equity, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Unrestricted Person (including the General Partner). No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have any duty to communicate or offer such opportunity to the Partnership, and such Unrestricted Person (including the General Partner) shall not be liable to the Partnership, to any Limited Partner or any other Person bound by this Agreement for breach of any duty by reason of the fact that such Unrestricted Person (including the General Partner) pursues or acquires for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Partnership, provided that such Unrestricted Person does not engage in such business or activity using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person. (d) The General Partner and each of its Affiliates may acquire Units or other Partnership Interests in addition to those acquired on the Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units and/or other Partnership Interests acquired by them. The term “Affiliates” when used in this Section 7.5(d) with respect to the General Partner shall not include any Group Member.

  • Competing Activities Notwithstanding any duty otherwise existing at law or in equity, (i) neither a Member nor a Manager of the Company, or any of their respective affiliates, partners, members, shareholders, directors, managers, officers or employees, shall be expressly or impliedly restricted or prohibited solely by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever and (ii) except as otherwise agreed in writing or by written Company policy, each Member and Manager of the Company, and their respective affiliates, partners, members, shareholders, directors, managers, officers and employees, shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description, including activities and business ventures in direct competition with the Company.