Obligations of the Members. At any time and from time to time, the Manager may require the Members to make further Capital Contributions to satisfy all or any portion of the indemnification obligations of the Fund pursuant to Section 11.1 above, whether such obligations arise before or after the last day of the term of the Fund or before or after such Member’s withdrawal from the Fund.
Obligations of the Members a) Each of the Members shall pay their proportional share of the costs for the capital and operating expenses of the Consortium according to the Assessment Formula attached hereto.
Obligations of the Members. Each Member will keep confidential, will not disclose, will not use, and will otherwise retain in strictest confidence the Company Information. Without limiting the foregoing, each Member will use no less than the same degree of care, and no less than a reasonable degree of care, to protect the Company Information as it uses to protect its own trade secrets and confidential information.
Obligations of the Members. Each Member covenants and agrees to perform the obligations set forth under each such Member’s name on Exhibit C attached hereto.
Obligations of the Members. If, at any time, the Majority of Voting Interests elect to consummate, or to cause the Company to consummate, a Company Sale (the “Electing Majority Members”), then such Electing Majority Members shall notify the Company and the other Members in writing at least thirty (30) calendar days prior to the consummation of such Company Sale of the Electing Majority Members’ election to exercise its rights under this Section 11.6. If the Electing Majority Members deliver such notice, then, subject to this Section 11.6, (i) the Company shall (x) authorize the Electing Majority Members to initiate a process to seek a Company Sale and direct and control all decisions in connection therewith (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration), (y) participate in, and cooperate in good faith with, such process, in each case as requested by the Electing Majority Members and (z) take all other necessary and desirable actions as are reasonably directed by the Electing Majority Members in connection with the consummation of any such Company Sale and (ii) the Members, to the extent they have any right or standing to do so, shall vote for, consent to, and raise no objections to the proposed Company Sale, and the Members and the Company shall take all other actions necessary or reasonably required to cause the consummation of such Company Sale on the terms proposed by the Electing Majority Members. Without limiting the foregoing, (A) if the proposed Company Sale is structured as a sale of assets or a merger or consolidation, then each Member shall vote or cause to be voted all Units that such Member holds or with respect to which such Member has the power to direct the voting and which are entitled to vote on such Company Sale in favor of such Company Sale and shall waive any dissenter’s rights, appraisal rights or similar rights which such Member may have in connection therewith, (B) if the proposed Company Sale is structured as or involves a sale or redemption of Units, then each Member shall agree to sell such Member’s pro rata share of Units being sold in such Company Sale on the same terms and conditions approved by the Electing Majority Members, and applicable to the Electing Majority Members (other than with respect to price per Unit, which will be determined in accordance with the distribution provisions set forth in this Agreement), and such Members shall execute all docum...
Obligations of the Members. (a) Each Member hereby acknowledges and agrees that, for so long as it is a Member, (i) its endorsement of the Programs will be on an exclusive basis through the Company, (ii) such Mem- ber will not endorse programs or services that are comparable and/or competitive with the Programs, (iii) such Member will not solicit or receive fees from other vendors (“Competitors”) that may be characterized as program sponsorship fees, endorsement fees or royalties with respect to services similar to those offered under the Programs, (iv) such Member will comply with the provisions of the Company’s compliance manual and will endorse the Programs in a manner that complies with all applicable laws, rules and regulations and (v) it will comply with the provisions of this Agreement, and, on behalf of the Company, perform the services applicable to its respective status as set forth in Schedule B hereto. Each State Association further agrees that, except as authorized by its governing documents, written policies or past practice in effect as of the admission of such Member to the Company, or any applicable law or rule, such State As- sociation will not allow Competitors to join such State Association, to exhibit at its conferences, to be sponsors of State Association events or activities, to advertise in State Association publications and/or obtain mailing lists of the State As- sociation. Subject to the terms of this Section, each State Association will consult with FS Corp prior to endorsing other retirement-related services or programs to ensure that such endorsement does or will not conflict with the terms of this Agreement.
Obligations of the Members a. FINET has the obligation ox xxxxxxg to third party lenders sixty-six percent (66%) of qualified consumer loan leads, processed through the iQualify web site and are not closed by Monument Mortgage, Inc. ("MMI"). In addition, FINET has the obligation of funding through MMI, sixty-six percent (66%) of the qualified consumer loan leads, processed through the iQualify web site and which are submitted by the consumer to MMI for closing.
Obligations of the Members. Each Member shall keep confidential the Company Information and shall not use or exploit such Company Information other than for the benefit of the Company.
Obligations of the Members. Subject to the limitations of Section 7.10.2, in the case of a Drag-Along Transfer:
Obligations of the Members. The Members shall have the following obligations with respect to the business of the Company:
