Management and Operating Services Sample Clauses

Management and Operating Services. The General Partner, on behalf of the Partnership, shall be responsible for providing Cellular Service. Such provision may, consistent with provisions of Article 2.5(a) hereof, take the form of Partnership participation in a full or partial market settlement as a limited or general partner if in the opinion of the General Partner the Partners are best served thereby. Alternatively, the General Partner may arrange for obtaining interconnection with the landline network, for operating and maintaining the Cellular Service system, including but not limited to, frequency coordination, engineering, construction and the ensuring of system compatibility and for marketing Cellular Service. In carrying out the Partnership's responsibility to provide Cellular Service, the Partners hereto agree that the General Partner shall perform all activities and/or functions as the General Partner may deem necessary or appropriate to market, establish, operate, maintain and manage the Cellular Service system or Partnership participation in another partnership or joint venture. The Limited Partners agree to aid the General Partner and to take no action inconsistent with the provisions of this Agreement and shall reasonably support the Partnership's interest at all times. The General Partner shall provide management and accounting services to the Partnership, either directly or through an affiliate, consisting of, but not limited to, maintaining books of record, opening bank accounts, preparing accounting reports (in accordance with generally accepted accounting principles, as varied by appropriate regulatory authorities), and other records or reports necessary to meet regulatory and legal filings, as the General Partner may deem necessary or appropriate.
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Management and Operating Services. The General Partner shall be 700 Band Management Company, L.P., a California limited partnership. On behalf of the Partnership, the General Partner shall carry out or cause to be carried out the Partnership’s responsibility to provide Wireless Radio Service, including obtaining interconnection with the landline network, operating and maintaining Wireless Radio Service system(s) and marketing Wireless Radio Service. The Partners hereto agree that the General Partner shall perform or cause to be performed all activities and/or functions as the General Partner may deem necessary or appropriate to market, sell, establish, operate, maintain and manage the Wireless Radio Service system(s). The General Partner shall, at reasonable cost to the Partnership, provide, or cause to be provided, management and accounting services to the Partnership consisting of, but not limited to, maintaining books of account, opening bank accounts, preparing accounting reports (in accordance with generally accepted accounting principles, as varied by appropriate regulatory authorities) and other records or reports necessary or appropriate to meet regulatory and legal filings, as the General Partner may deem necessary or appropriate.
Sample 1
Management and Operating Services. The General Partner shall be 700 Band General Partner shall carry out or cause to be carried out the Partnership's responsibility to provide Wireless Radio Service, including obtaining interconnection with the landline network, operating and maintaining the Wireless Radio Service system(s) and marketing Wireless Radio Service. The Partners hereto agree that the General Partner shall perform or cause to be performed all activities and/or functions as the General Partner may deem necessary or appropriate to market, sell, establish, operate, maintain and manage the Wireless Radio Service system(s). The General Partner shall, at reasonable cost to the Partnership, provide, or cause to be provided, management and accounting services to the Partnership consisting of, but not limited to, maintaining books of account, opening bank accounts, preparing accounting reports (in accordance with generally accepted accounting principles, as varied by appropriate regulatory authorities) and other records or reports necessary or appropriate to meet regulatory and legal filings, as the General Partner may deem necessary or appropriate.
Sample 1
Management and Operating Services. The General Partner on behalf of the Partnership shall be responsible for obtaining interconnection with the landline network, for operating and maintaining the Cellular Service system, and for marketing Cellular Service. In carrying out the Partnership’s responsibility to provide Cellular Service, the Partners hereto agree that the General Partner shall perform all activities and/or functions as the General Partner may deem necessary or appropriate to market and sell Cellular Service and to establish, operate, maintain and manage the Cellular Service system. In accordance with Section 3.3, the Limited Partners agree to cooperate with the General Partner in the performance of such activities and functions. The General Partner shall provide or arrange to have provided management and accounting services to the Partnership consisting of, but not limited to, maintaining books of record, opening bank accounts, preparing accounting reports (in accordance with generally accepted accounting principles, as varied by appropriate regulatory authorities), and other records or reports necessary to meet regulatory and legal filings, as the General Partner may deem necessary or appropriate.
Sample 1
Management and Operating Services. The General Partner, on behalf of the Partnership, shall be responsible for obtaining interconnection with the landline network, for operating and maintaining the System and for marketing Cellular Service. In carrying out the Partnership’s responsibility to provide Cellular Service, the General Partner shall perform or cause to be performed (subject to the authority and control of the General Partner on behalf of the Partnership) all activities and/or functions as the General Partner may deem necessary or appropriate to develop, market, sell, establish, operate, maintain and manage the System. Subject to Section 9.1 hereof, the Limited Partners agree to aid the General Partner in the performance of such activities and functions. The General Partner shall directly or through an Affiliate provide, subject to the authority and control of the General Partner on behalf of the Partnership, management and accounting services to the Partnership consisting of, but not limited to, maintaining books of record, opening bank accounts, preparing accounting reports (in accordance with generally accepted accounting principles, as varied by appropriate regulatory authorities) and other records or reports necessary to meet regulatory and legal filings, as the General Partner may deem necessary or appropriate. The Partnership shall reimburse the General Partner for all reasonable costs incurred by the General Partner directly in connection with the performance of its duties hereunder, including but not limited to, the salaries of those employees who are directly engaged in the performance of services hereunder, the fees and expenses of independent technical consultants engaged with respect to providing Cellular Service and all other reasonable costs directly related to providing Cellular Service; provided, however, that if such costs are attributable to more than one constituent system operated or managed by an Affiliate of the General Partner, then, the General Partner shall allocate such costs in such manner as it, in its reasonable judgment, deems fair and equitable and generally consistent with standard practice in the cellular telephone industry. All of such reimbursable costs shall be reimbursed within thirty days after presentation of appropriate vouchers. In addition to reimbursing the General Partner for all its reasonable costs incurred directly in connection with the performance of its duties, the Partnership shall also reimburse the General Partner for a proporti...
Sample 1
Management and Operating Services. (a) From the date hereof until the earlier of (x) the consummation of the C-TEC Restructuring (the "C-TEC Restructuring Closing"), if any, and (y) June 30, 1997, C-TEC shall cause its subsidiary, C-TEC Services, Inc. ("C-TEC Services") to provide to RCN Corporate Services, Inc. ("RCN Services"), a subsidiary of RCN, (i) such management and support services and technical assistance ("Services"), and (ii) such office space, equipment, furniture and other items ("Facilities"), as RCN may reasonably request in connection with the ownership and operation by RCN and its subsidiaries of the Freedom Interest and such of the Developmental Businesses as RCN may purchase pursuant hereto (together with the Freedom Interest, the "RCN Businesses").
Sample 1
Management and Operating Services. The System Manager, on behalf of the Partnership and under the supervision of the Partners, shall be responsible for obtaining interconnection with the landline network, for constructing, operating and maintaining the Cellular Service system, for marketing Cellular Service, as further described in Article VIII and for funding all working capital and capital expenditures of the Partnership in accordance with Section 4.3 below. In carrying out the Partnership's responsibility to provide Cellular Service, the Partners hereto agree that the System Manager shall perform all day-to-day activities and/or functions as the Partners may designate as necessary or appropriate to market, sell, establish, operate, maintain and manage the Cellular Service system. All Partners agree to aid the System Manager in the performance of such activities and functions. It is understood that the Partnership shall directionalize and coordinate appropriate cells, and/or utilize reasonable and practicable accounting divisions and traffic allocations, to accomplish the result of equitably segregating the Partnership's cell site traffic (and its respective profits and losses) from adjacent system traffic and individual Partner's cell site traffic within the RSA (and the respective profits and losses attributable to the individual Partner's cell site traffic.
Sample 1
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Related to Management and Operating Services

  • Management and Operation of Business 37 6.1 Management...................................................................................37 6.2 Certificate of Limited Partnership...........................................................38 6.3 Restrictions on General Partner's Authority..................................................38 6.4 Reimbursement of the General Partner.........................................................39 6.5

  • Communications and Operations Management a. Network Penetration Testing - Transfer Agent shall, on approximately an annual basis, contract with an independent third party to conduct a network penetration test on its network having access to or holding or containing Fund Data. Transfer Agent shall have a process to review and evaluate high risk findings resulting from this testing.

  • Maintenance and Operation Member-Generator agrees to maintain their system and facilities in accordance with applicable manufacturer's recommended maintenance schedule and standard prudent engineering practices. Member-Generator covenants and agrees to operate their system, facilities and equipment so as to minimize the likelihood for a malfunction or other disturbance, damaging or otherwise affecting or impairing Cooperative’s electrical system. Member-Generator shall comply with all applicable laws, regulations, zoning, building codes, safety rules and other environmental regulations or restrictions applicable to the design, installation, operation and maintenance of the Member-Generator's System. Member-Generator must, at least once every year, conduct a test to confirm that Member-Generator’s System automatically ceases to energize the output (interconnection equipment output voltage goes to zero) within two (2) seconds of being disconnected from Cooperative’s electrical system. Disconnecting the Member-Generator’s System from Cooperative’s electrical system at the visible disconnect switch and measuring the time required for the unit to cease to energize the output shall satisfy this test. Member-Generator shall maintain a record of the results of these tests and, upon request by Cooperative, shall provide a copy of the test results to Cooperative. If Member-Generator is unable to provide a copy of the test results upon request, Cooperative shall notify Member- Generator by mail that Member-Generator has thirty (30) days from the date Member-Generator receives the request to provide Cooperative with the results of a test. If Member-Generator does not provide Cooperative with the test results within the thirty (30) day time period or if the test results provided to Cooperative show that Member-Generator’s net metering unit is not functioning correctly, Cooperative may immediately disconnect Member-Generator’s System from Cooperative’s electrical system. If Member-Generator’s equipment ever fails this test, Member-Generator shall immediately disconnect Member-Generator’s System from Cooperative's electrical system. Member-Generator’s System shall not be reconnected to Cooperative's electrical system by the Member-Generator until Member-Generator’s System is repaired and operating in a normal and safe manner. Cooperative shall have the right to have a representative present and informed when any such tests are conducted. Cooperative does not warrant the testing procedures or results by the presence of its representative. Member-Generator is responsible for protecting their equipment from transient high voltage spikes caused by lightning and/or transient low voltage conditions caused by faults or short circuits, and from any other causes or events. Therefore, Cooperative shall not be responsible for damage to Member-Generator’s equipment allegedly caused by transient high voltage spikes caused by lightning and/or transient low voltage conditions caused by faults or short circuits or other causes or events. Member-Generator agrees to notify Cooperative no less than thirty (30) days prior to modification of the components or design of the Member-Generator’s System that in any way may degrade or significantly alter the System’s output characteristics. Member-Generator acknowledges that any such modifications will require submission of a new Application and Agreement to Cooperative.

  • OVERSIGHT SERVICES Oversight services for the Fund provided by Price Associates shall include all oversight of BNY Mellon, Delegates and service providers that provide accounting, administrative, and tax support services and not specifically provided for under each Fund’s Investment Management Agreement. Exhibit B2 For Funds listed on Exhibit A2 (ETFs) Price Associates provides all accounting, administrative, tax and oversight services to the Funds listed on Exhibit A2, including the below. ACCOUNTING SERVICES Accounting Services provided by Price Associates shall include, among other things: · oversight of quality control, including processing results related to fund accounting services provided by Delegates or other third party service providers relating to pricing. Such oversight includes, but is not limited to, review of (a) NAV calculations and fund valuations, (b) securities pricing and resolution of pricing exceptions, and (c) calculation and preparation of any financial information or schedules; · end-of-day INAV oversight for ETFs that provide INAV · determining accounting and valuation policies, instructing Delegates and/or other service providers, and/or providing it with such advice that may be reasonably necessary, to properly account for all financial transactions and to maintain the Fund’s accounting procedures and records so as to ensure compliance with generally accepted accounting principles and tax practices and rules; and · calculating and authorizing expense accruals and payments; annual fund expense budgets; accrual analysis; rollforward calculations; payment of expenses; fees for payment to service providers; · facilitating on behalf of the Fund resolution and remediation of fund accounting issues escalated by Delegates and/or other service providers; · preparing daily NAV calculations, including all necessary component services such as valuation and particularly private company investment valuation, corporate actions processing, trade processing, and performing month-end and fiscal-period-end close processes; · recordkeeping as required; and · such other accounting services as agreed to by the parties not otherwise performed by Price Associates under the Investment Management Agreement. ADMINISTRATIVE SERVICES Administrative Services provided by Price Associates shall include, among other things: · ensuring maintenance for the Fund of all records that may be reasonably required in connection with the audit performed by the Fund’s independent registered public accountants, or by the Securities and Exchange Commission (“SEC”), the Internal Revenue Service (“IRS”) or such other Federal or state regulatory agencies; · cooperating with the Fund’s independent registered public accountants and taking all reasonable action in the performance of its obligations under the Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion without any qualification as to the scope of their examination including, but not limited to, their opinion included in the Fund’s annual report on Form N-CSR and annual amendment to Form N-1A; · implementing and maintaining the systems, data storage and reporting necessary to perform services outlined herein; · all efforts concerning financial reporting services, including shareholder reports and financial information in regulatory filings; N-PORT and N-CEN; and other financial reporting services as necessary; · determining financial reporting policies, maintaining adequate controls over financial reporting to provide complete and accurate financial information and disclosures that are certified by officers of the Funds. Providing sub-certifications, as requested by officers of the Funds, for the adequacy of such controls and the completeness and accuracy of information included in Form N-CSR or any other form that may require certification; · periodic testing of Internal Revenue Code qualification requirements; · prepare and furnish fund performance information; · prepare and disseminate vendor survey information; · prepare and file Rule 24f-2 notices and payment; and · such other administrative services as agreed to by the parties, not otherwise performed by Price Associates under the Investment Management Agreement.

  • Advisory Services The Advisor shall act as investment advisor for the Funds and shall, in such capacity, supervise all aspects of the Funds' operations, including the investment and reinvestment of cash, securities or other properties comprising the Funds' assets, subject at all times to the policies and control of the Board of Trustees. The Advisor shall give the Trust and the Funds the benefit of its best judgment, efforts and facilities in rendering its services as investment advisor.

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