APPOINTMENT AND AUTHORITY OF OPERATING MEMBER; TAX MATTERS MEMBER Sample Clauses

APPOINTMENT AND AUTHORITY OF OPERATING MEMBER; TAX MATTERS MEMBER. (a) Subject to limitations and restrictions set forth in Section 3.1.2, the Members hereby agree that PML (the "Operating Member") shall, until otherwise agreed by all of the Members, have the sole and exclusive right to manage the business and affairs of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. Consistent with and subject to the foregoing, the Operating Member shall have all of the rights and powers that may be possessed by a manager in a limited liability company with managers pursuant to the Act, and such rights and powers as are otherwise conferred by law or as may otherwise be necessary, advisable, or convenient to the performance or discharge of the Operating Member's duties under this Agreement and to the management of the business and affairs of the Company, including, without limitation, expending funds of the Company in furtherance of the Company's business, engaging such persons on behalf of and in the name of the Company as the Operating Member may deem necessary or advisable to effectuate and carry out the purposes and business of the Company, and executing, delivering, and performing on behalf of and in the name of the Company, and without the signature of any other Member, any agreement, document or instrument that the Operating Member may deem necessary or desirable to effectuate and carry out the purposes and business of the Company. Notwithstanding its appointment as Operating Member, PML shall not be required to devote its full time or attention to the business and affairs of the Company; provided, that its duties are discharged with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner that PML reasonably believes to be in the best interests of the Company.
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Related to APPOINTMENT AND AUTHORITY OF OPERATING MEMBER; TAX MATTERS MEMBER

  • Tax Matters Member The Company and each Member hereby designate the Managing Member as the “tax matters partner” for purposes of Code Section 6231(a)(7) (the “Tax Matters Member”).

  • Tax Matters Partner A. The General Partner shall be the "tax matters partner" of the Partnership for Federal income tax purposes. Pursuant to Section 6223(c) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address and profit interest of each of the Limited Partners and Assignees; provided, however, that such information is provided to the Partnership by the Limited Partners and Assignees.

  • Signature on Returns; Tax Matters Partner (a) The Trust Depositor shall sign on behalf of the Trust the tax returns of the Trust.

  • Other Tax Matters 9.1 The Company shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.

  • Signature on Returns; Partnership Representative (a) The Owner Trustee shall sign, on behalf of the Trust, the tax returns of the Trust.

  • Tax Matters Partner; Tax Elections; Special Basis Adjustments (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners, within such period, that describes the General Partner’s reasons for determining not to file such a petition.

  • Nurse Representatives & Grievance Committee (a) The Hospital agrees to recognize Association representatives to be elected or appointed from amongst nurses in the bargaining unit for the purpose of dealing with Association business as provided in this Collective Agreement. The number of representatives and the areas which they represent are set out in the Appendix of Local Provisions.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Good Standing of the Operating Partnership The Operating Partnership is duly organized and validly existing as a limited partnership in good standing under the laws of the State of Delaware, with the requisite power and authority to own, lease and operate its properties, to conduct the business in which it is engaged and proposes to engage as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. The Operating Partnership is duly qualified or registered as a foreign partnership and is in good standing in each jurisdiction in which such qualification or registration is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or register would not have a Material Adverse Effect. The Company is the sole general partner of the Operating Partnership. The amended and restated agreement of limited partnership of the Operating Partnership (the “OP Partnership Agreement”) is in full force and effect in the form in which it was filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 9, 2008, except for subsequent amendments relating to the admission of new partners to the Operating Partnership or the designation of the rights of new partnership interests.

  • Organization Documents; Fiscal Year; Legal Name, State of Formation and Form of Entity (a) Amend, modify or change its Organization Documents in a manner adverse to the Lenders.

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