1Management Clause Samples
The 'Management' clause defines the responsibilities and authority of the party or parties tasked with overseeing the day-to-day operations or administration under the agreement. Typically, this clause outlines who will manage the relevant activities, what powers or limitations they have, and how decisions are to be made or reported. For example, it may specify that one party is responsible for hiring staff, maintaining records, or ensuring compliance with regulations. The core function of this clause is to establish clear lines of authority and accountability, thereby preventing disputes and ensuring efficient management of the subject matter of the contract.
1Management. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs the Partnership are and shall be exclusively vested in the General Partner, and, except as provided in Section 8.1E hereof, no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner shall have, subject to Section 8.1E hereof, full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 4.2 hereof and to effectuate the purposes set forth in Section 4.1 hereof, including, without limitation:
(a) the making of any expenditures, the lending or borrowing of money, including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the General Partner (so long as the General Partner qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its stockholders in amounts sufficient to permit the General Partner to maintain REIT status, (b) the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, (c) the issuance of evidence of indebtedness (including the securing the same by deed, mortgage, deed of trust or other lien or encumbrance on the Partnership's assets) and (d) the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership;
(2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;
(3) the acquisition, disposition,mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combinati...
1Management. Except as limited by this Agreement, each Member shall have equal rights in the determination of any matter involving the business of the Company; provided, however, that the Members, upon vote of a majority of all the Members, may appoint one or more Managers to manage the day-to-day operations of the Company as set forth in Section 5.2. A Manager may or may not be a Member. A Manager may in turn appoint an agent and attorney-in-fact to act in his/her stead in certain circumstances and for a specific purpose (e.g. executing agreements when the manager is unavailable). Except as determined by the Members pursuant to Section 5.2 or otherwise pursuant to this Agreement, no Member shall have any right or authority to take any action on behalf of the Company with respect to third parties. Action of the Members with respect to management of the Company pursuant to this Section 5.1 shall be in accordance with the procedures set forth in Article 8 concerning voting, meetings and notice.
1Management. SBL shall procure and maintain a reasonable quantity of Raw Materials required for the Services in accordance with the terms and conditions of this MSA and any applicable PSA. SBL shall use Commercially Reasonable Efforts to negotiate pricing with the vendors of Raw Materials and to procure Raw Materials [***]. On a per-Product basis, SBL shall prepare the categorization of the Raw Materials into (i) Common Raw Materials and (ii) Specialized Raw Materials, and send the categorization to Client for approval as soon as practicable after the Effective Date of the applicable PSA. Client shall approve the categorization in accordance with the terms and conditions of this MSA and any applicable PSA no later than [***] after the receipt of such a categorization from SBL. SBL shall not be [***]. The list of Raw Materials may be amended from time to time, subject to the Parties’ mutual agreement; provided, however that, Client shall at all times be solely responsible for the costs of Raw Materials including those used in small scale runs during Technology Transfer, which are not included in the Service Fees. During Technology Transfer, the Core Team shall agree on estimates for Raw Materials anticipated to be consumed in the Manufacture of each Batch. Although SBL will make Commercially Reasonable Efforts to use no more than those amounts, SBL will not be responsible for Raw Materials used in excess of the agreed-upon estimate; provided, however, that SBL shall be responsible for any excess use, loss, spoilage, or waste of such Raw Materials to the extent caused by [***]. The Parties will mutually agree, in good faith and based on industry standard, upon strategies regarding Raw Material safety stock and sourcing from qualified vendors. In the event SBL is not able to utilize any Reserved Capacity for Manufacturing Product according to an agreed-upon forecast or manufacturing plan set forth in a PSA due to [***], then Client shall be responsible for the costs of such Reserved Capacity [***].
1Management. Within fifteen days (15) days after the Original Effective Date, the Parties shall establish a cross-functional, joint steering committee (the “Joint Steering Committee” or the “JSC”) which shall oversee the research collaboration between the Parties, including Allogeneic CTL Programs, Autologous Programs (solely following the exercise of the applicable Option pursuant to Section 2.2 of the License Agreement), and any agreed New Research Programs conducted under this Agreement and the License Agreement. In the case of the Autologous Programs prior to the exercise of the applicable Option, Institute shall report to the JSC (including prior to exercise of the EBV Autologous Option or the [ * ] Option) but the JSC shall have no power to vary or supervise such programs.
1Management. The Manager shall manage the business and affairs of the Company. Except as otherwise set forth in this Agreement and the Certificate of Formation, and to the maximum extent permitted by law, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business.
1Management. Client shall provide, either by itself or through its third party supplier, to SBL free of charge, Client Materials in amounts reasonably necessary to carry out the Services as agreed by the Parties. SBL shall make Commercially Reasonable Efforts to import the Client Materials to the Republic of Korea in a timely manner, and Client shall provide reasonable assistance necessary for such a timely importation. Delivery conditions for the Client Materials shall be [***] (INCOTERMS 2010) provided that the [***]. During Technology Transfer, the Core Team shall agree on estimates for Client Materials anticipated to be consumed in the Manufacture of each Batch. Although SBL will make Commercially Reasonable Efforts to use no more than those amounts, SBL will not be responsible for Client Materials used in excess of the agreed-upon estimate; provided, however, that (a) SBL shall be responsible for any excessive use, loss, spoilage, or waste of such Client Materials to the extent caused by [***] and (b) notwithstanding anything to the contrary, SBL will not [***]. The Parties will mutually agree, in good faith and based on industry standard, upon strategies regarding Client Material safety stock and sourcing from qualified vendors. In the event SBL is not able to utilize any Reserved Capacity reserved for Manufacturing Product according to an agreed-upon forecast or manufacturing plan [***], then Client shall be responsible for [***].
1Management. The business and affairs of the Company shall be managed by and under the direction of the Managing Member. The Managing Member shall be the “manager” of the Company for purposes of the Act. The Managing Member shall have complete and exclusive good faith discretion in the management and control of the affairs and business of the Company and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company and to performing all acts and entering into and performing all Contracts and other undertakings that it may deem necessary or advisable or incidental thereto, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement.