Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.
INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders, partners and employees (the “Indemnitees,” and each an “Indemnitee”), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all of the following conditions are met:
Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.
Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:
Sole Member As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.
Return of Documents In the event of the termination of Executive's employment for any reason, Executive shall deliver to the Company all of the property of the Company and its Affiliates and the non-personal documents and data of any nature and in whatever medium of each of the Company and its Affiliates, and he shall not take with him any such property, documents or data or any reproduction thereof, or any documents containing or pertaining to any Confidential Information.
Associates The Labor Council may designate only one Labor Council Associate and alternate at each Department/Agency facility. The Labor Council Associates are union stewards as that term is generally used. The alternate shall serve in the absence of the Associate. The Associate or alternate will be permitted reasonable time off during his/her normal tour of duty to attend to the administration of the Agreement, to investigate and process grievances for employees, and represent employees as provided for in the grievance procedure contained in Article 20. Additionally Associates will be permitted reasonable time off during his/her normal tour of duty to represent employees in predisciplinary meetings at regular rate with no loss of benefits. During such time the Associate or alternate shall continue to be paid at his/her regular rate and shall receive all fringe benefits, seniority accrual and other benefits. When not using time for such purposes, Associates and alternates will perform their regularly assigned job duties. An employee must have completed his/her probationary period before becoming an Associate or alternate. In addition to the time permitted by the grievance procedure, each Labor Council Associate or alternate shall be permitted to use a reasonable amount of paid time to consult with Labor Council representatives and represent bargaining unit members at grievance meetings. Associates and alternates, of the Ohio Department of Natural Resource, may cross division lines within each affected department to represent employees in grievance and predisciplinary meetings. Negotiating Committee members who are off duty or using banked hours under Section 10.04 (B.) may cross departmental and division lines for the same purposes. Each Associate or alternate will notify his/her supervisor of the necessity to leave his/her work assignment to carry out duties in connection with this Agreement. Associates may use a reasonable amount of working time to receive and investigate complaints and grievances of employees on the premises of the Employer only if such activity does not interfere with or interrupt Department/Agency operations and with prior approval by the grievant's supervi sor. Permission will be granted after consideration of work operations by the Employer. Such permission will not be unreasonably withheld. If it should become necessary to deny such paid time in connection with the investigation or processing of a grievance, the time provided in the grievance procedure for action to be taken by the Labor Council will automatically be extended. Such extensions will be calculated by adding one working day to the time limits for each day on which the Labor Council Associate or alternate is denied paid time to carry out his/her duties in connection with this Agreement. Upon entering any work area other than his/her own and prior to engaging in any xxxxxxx duties, the Associate shall report to the supervisor of the work area. He/she shall identify the nature of the activity he/she is to perform. The Labor Council shall provide written notification to the Employer of the appointment of Associates or alternates five (5) days prior to such appointment being effective. No appointment will be recognized until written notification is received by the Employer. All requests for any form of time off from work pursuant to this Article must be made by completing a form or log provided by the Employer, which may include electronic mail. Except by mutual agreement, no employee will be granted any time off pursuant to this Article, without completing the form or log prior to the utilization of such time, and securing authorization by attempting to contact all identified management representatives and obtaining permission to utilize such time. The employee shall enter on the form the time the leave commences, and upon returning, the employee shall enter the return time. Employees who do not return to their worksite prior to the end of the employee’s workday shall complete the form at the beginning of the employee’s next workday. Employees who normally work out of the office, will work out an acceptable alternative union leave request procedure with their supervisor. In the absence of a mutually agreed to form, the employee shall use state leave forms. Additionally, Delegates shall be permitted eight (8) hours of paid administrative leave to attend the Ohio Labor Council Annual One Day Conference and up to eight (8) hours of paid administrative leave shall be granted monthly to any bargaining unit employee who serves on the Ohio Labor Council Board of Directors for the purpose of attending the monthly Board of Directors meeting. Up to eight (8) hours of paid administrative leave shall be granted annually to Labor Council Associates or officers for the purpose of associate training, and paid administrative leave shall be granted for any time spent serving on the OCSEA Benefits Trust Board.
Millwright In the case of a job site located outside a millwright’s region of residence, the employer may assign a millwright holding a journeyman competency certificate or an apprentice competency certificate anywhere in Quebec, provided the millwright has worked 1,500 or more hours for the employer in the construction industry in Quebec or elsewhere in Canada during the first 24 months of the 26 months preceding the issuance or renewal of his competency certificate, as follows:
Intercompany Agreements The Company may require any Affiliate to enter into such other agreement or agreements as it shall deem necessary to obligate such Affiliate to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly, in respect of such Affiliate's employees.
Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).
