Possible Conflicts of Interest Sample Clauses

Possible Conflicts of Interest. The Manager will immediately notify the Boxer in writing if he is intending to arrange an engagement or engagements on behalf of the Boxer and;
View SourceView Similar (3)
Possible Conflicts of Interest. If Attorney determines that he represents another client whose interests conflict, or are likely to conflict, with Client's interests, Attorney reserves the right to terminate this Agreement, while protecting the confidentiality of any privileged information that Client has provided to Attorney. 9.
View SourceView Similar (3)
Possible Conflicts of Interest. The Special Committee also took into account the possible conflicts of interest of certain directors and members of management of both Hertz and Ford discussed below under “Special Factors — Interests of Certain Persons in the Offer and the Merger.” In reaching its determinations referred to above, the Hertz Board considered the following factors, each of which, in the view of the Hertz Board, supported such determinations: (i) the conclusions and recommendations of the Special Committee; (ii) the factors referred to above as having been taken into account by the Special Committee, including the receipt by the Special Committee of the opinion of Lazard that, based upon and subject to the assumptions stated therein, the $35.50 per Share to be received by the stockholders of Hertz (other than the Purchaser and its affiliates) in the Offer and the Merger pursuant to the Merger Agreement is fair from a financial point of view to such holders, and the analysis presented by Lazard to the Hertz Board; and (iii) the fact that the Offer Price and the terms and conditions of the Merger Agreement were the result of arm’s-length negotiations between the Special Committee and Ford. The members of the Hertz Board, including the members of the Special Committee but excluding members who are officers and employees of Ford or ▇.▇. ▇▇▇▇▇▇ or their affiliates, evaluated the Offer and the Merger in light of their knowledge of the business, financial condition and prospects of Hertz, and based upon the advice of financial and legal advisors. The Hertz Board, including the members of the Special Committee, believes that the Offer and Merger are procedurally fair because, among other things: (i) the Special Committee consisted of independent directors appointed to represent the interests of ▇▇▇▇▇’▇ stockholders (other than the Purchaser and its affiliates); (ii) the Special Committee retained and was advised by its own independent legal counsel; (iii) the Special Committee retained and was advised by Lazard, as its independent financial advisor, to assist it in evaluating a potential transaction with Ford and the Purchaser; (iv) the nature of the deliberations pursuant to which the Special Committee evaluated the Offer and the Merger and alternatives thereto; and (v) the fact that the $35.50 per Share Offer Price resulted from arm’s-length bargaining between representatives of the Special Committee, on the one hand, and representatives of Ford, on the other. The Hertz Board and ...
View SourceView Similar (2)
Possible Conflicts of Interest. The interests of the Firm Clients may run counter to the interests of: Conflicts of interest may arise when providing investment services as a result of: Access to information that is not generally available, benefits (commissions, fees, benefits, and services in kind, etc.) Paid fromor to, and guaranteed to or by, third parties in relation to the provision of investment services, performance-related pay schemesfor employees and agents, personal relationships involving members of the manage- ment board, our employees, or individuals associated with them, or those individuals holding seats on the supervisory or advisory boards of companies whose securities are involved in transactions. In accordance with the FCA rules, the Firm may receive benefits and services free of charge from other service providers in connection with our investment business, such as factsheets, other information materials, training, and technical services. We use these benefits to maintain and constantly improve the quality of our services in order to meet your high expectations.
View SourceView Similar (2)
Possible Conflicts of Interest. Without limiting the nature of these interests, such examples include where we or an affiliate or agent: (a) deal in the investment, a related investment or an asset underlying the investment, as principal for our own account or that of someone else. This could include selling to you or buying from you and also dealing with or using the services of an intermediate broker or other agent who may be an affiliate. Such dealing could include entering into hedging activities in connection with any structured or complex transaction with you, or anyone else, at any time, including, where applicable, prior to the time of fixing any strike or settlement price under transactions; (b) match your transaction with that of another client by acting on its behalf as well as yours; (c) buy from you and sell immediately to another client, or vice versa; (d) hold a position (including a short position) in the investment concerned, a related investment or an asset underlying the investment; (e) quote prices to the market in the investment, a related investment or asset underlying the investment; (f) are involved as an underwriter or in some other capacity in a takeover, a new issue or another transaction involving the investment, a related investment or the issuer; or (g) are advising and providing other services to affiliates or other clients which may have interests in investments or underlying assets which conflict with your own. Where we conduct any of the activities outlined above, we will manage these conflicts in accordance with Applicable Law. We will disclose to you only where our internal organisational and administrative arrangements are not sufficient to ensure, with reasonable confidence, that risks of damage to your interests will be prevented. Disclosure will, however, be a measure of last resort in accordance with our Conflicts Policy.
View Source
Possible Conflicts of Interest. The Client understands that the investment advisor, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, of FOR RETIRED ONLY™ can sell Real Estate, function as a Mortgage Broker, and/or sell insurance products in their separate capacity as a Real Estate Broker and/or Insurance Agent for clients. When the Advisor implements such transactions, she may earn commissions. Clients are free to select any broker, insurance agent that they wish to implement the advice and are under no obligation to use Advisor or any recommended custodian or broker to implement transactions. The Client recognizes that the Advisor and its employees may recommend, suggest, take action in the performance of their duties to such other Clients which may differ from the recommendations, suggestions, advice given, or in the timing and nature of action taken with respect to the client. Nothing in this agreement shall be deemed to impose on the Advisor any obligation to recommend or suggest for purchase or sale any securities, or other investments, insurance products or coverage to Client, which the advisor may purchase or sell, or recommend for purchase or sale, for its or for the account of any other Client.
View Source

Related to Possible Conflicts of Interest

  • Potential Conflicts of Interest Except as set forth in Section 3.21 of the Company Disclosure Schedule, neither any present or, to the knowledge of the Company or any Subsidiary, former director, officer, employee with a salary in excess of $60,000, or stockholder of the Company or any Subsidiary who beneficially owns more than 5% of the capital stock of the Company or any Subsidiary, nor any Affiliate of such director, officer, employee or stockholder: (a) owns, directly or indirectly, any interest in (except for holdings in securities that are listed on a national securities exchange, quoted on a national automated quotation system or regularly traded in the over-the-counter market, where such holdings are not in excess of two percent (2%) of the outstanding class of such securities and are held solely for investment purposes), or is a stockholder, partner, other holder of equity interests, director, officer, employee, consultant or agent of, any Person that is a competitor, lessor, lessee or customer of, or supplier of goods or services to, the Company or any Subsidiary, except where the value to such individual of any such arrangement with the Company or any Subsidiary has been less than $60,000 in the last twelve (12) months; (b) owns, directly or indirectly, in whole or in part, any Assets with a fair market value of $60,000 or more which the Company or any Subsidiary currently uses in its business; (c) has any cause of action or other suit, action or claim whatsoever against, or owes any amount to, the Company or any Subsidiary, except for claims arising in the Ordinary Course of Business from any such Person's service to the Company or any Subsidiary as a director, officer or employee; (d) has sold or leased to, or purchased or leased from, the Company or any Subsidiary any Assets for consideration in excess of $60,000 in the aggregate since January 1, 1995; (e) is a party to any Agreement pursuant to which the Company or any Subsidiary provides office space to any such Person, or provides services of any nature to any such Person, other than in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary; or (f) has, since January 1, 1995, engaged in any other material transaction with the Company or any Subsidiary involving in excess of $60,000, other than (i) in the Ordinary Course of Business in connection with the employment of such Person by the Company or any Subsidiary, and (ii) dividends, distributions and stock issuances to all common and preferred stockholders (as applicable) on a pro rata basis.

  • Conflicts of Interest The Parties confirm that they have not offered, given, or accepted, nor intend to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, service to the other in connection with this Agreement. Vendor affirms that, to the best of Vendor’s knowledge, this Agreement has been arrived at independently, and is awarded without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this Agreement. Vendor agrees that it has disclosed any necessary affiliations with Region 8 Education Service Center and the TIPS Department, if any, through the Conflict of Interest attachment provided in the solicitation resulting in this Agreement.

  • Conflicts of Interests 4.8.1 We are required to have arrangements in place to manage conflicts of interest between us and our clients and between different clients. We operate in accordance with a conflicts of interest policy we have put in place for this purpose (which may be revised or updated from time to time) pursuant to Applicable Regulations in which we have identified those situations in which there may be a conflict of interest, and in each case, the steps we have taken to manage that conflict. 4.8.2 We shall not be obliged to disclose to you or take into consideration any fact, matter or finding which might involve a breach of duty or confidence to any other person, or which comes to the notice of any of our directors, officers, employees or agents but does not come to the actual notice of the individual or individuals dealing with you. 4.8.3 The relationship between you and us is as described in this Client Agreement. Neither that relationship, nor the services we provide nor any other matter, will give rise to any fiduciary or equitable duties on our part or on the part of any of our affiliates. As a result, we or any of our affiliates involved in doing business with or for you may act as execution-only brokers and we or any of our affiliates may do business with other clients and other investors whether for our own or such affiliate’s own account. 4.8.4 You accept that we and our Affiliates may either: 4.8.4.1 have interests which conflict with your interest’s, or 4.8.4.2 owe duties which conflict with duties which would otherwise be owed to you, and in either case; or 4.8.4.3 you consent to our acting in any manner which we consider appropriate in such cases subject to Applicable Regulations.

  • No Conflicts of Interest A. Contractor represents and warrants that it has no actual or potential conflicts of interest in providing the requested goods or services to System Agency under this Contract or any related Solicitation and that Contractor’s provision of the requested goods and/or services under this Contract and any related Solicitation will not constitute an actual or potential conflict of interest or reasonably create an appearance of impropriety. B. Contractor agrees that, if after execution of the Contract, Contractor discovers or is made aware of a Conflict of Interest, Contractor will immediately and fully disclose such interest in writing to System Agency. In addition, Contractor will promptly and fully disclose any relationship that might be perceived or represented as a conflict after its discovery by Contractor or by System Agency as a potential conflict. System Agency reserves the right to make a final determination regarding the existence of Conflicts of Interest, and Contractor agrees to abide by System Agency’s decision.

  • Organizational Conflicts of Interest (a) The Contractor warrants that to the best of its knowledge and belief and except as otherwise disclosed, it does not have any organizational conflict of interest which is defined as a situation in which the nature of work under this contract and a contractor's organizational, financial, contractual or other interests are such that: (i) Award of the contract may result in an unfair competitive advantage; or (ii) The Contractor's objectivity in performing the contract work may be impaired. (b) The Contractor agrees that if after award it discovers an organizational conflict of interest with respect to this contract or any task/delivery order under the contract, he or she shall make an immediate and full disclosure in writing to the Contracting Officer which shall include a description of the action which the Contractor has taken or intends to take to eliminate or neutralize the conflict. The HA may, however, terminate the contract or task/delivery order for the convenience of the HA if it would be in the best interest shall be final and conclusive. of the HA. (d) Provided the Contractor has (i) given the notice within the (c) In the event the Contractor was aware of an organizational time stated in paragraph (c) above, and (ii) excepted its claim relating to such decision from the final release, and (iii) brought suit against the HA not later than one year after receipt of final payment, or if final payment has not been made, not later than one year after the Contractor has had a reasonable time to respond to a written request by the HA that it submit a final voucher and release, whichever is earlier, then the HA's decision shall not be final or conclusive, but the dispute shall be determined on the merits by a court of competent jurisdiction. (e) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the HA.