Engagement of Affiliates Sample Clauses

Engagement of Affiliates. The General Partner may, on behalf and at the expense of the Partnership, engage the General Partner or a firm in which the General Partner, a Limited Partner, or a Partner, officer, director, stockholder or Affiliate of any of them, has an interest, to render services to the Partnership and/or the assets of the Partnership, provided that the fees or other compensation payable for such services are specifically authorized by the terms of this Agreement or are comparable to those prevailing in arm's-length transactions for similar services and are approved by the Board of Directors.
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Engagement of Affiliates. 30 9.7 Liability of the General Partner............................... 30 9.8 Reimbursement of Certain Expenses of the General Partner ...................................... 30 9.9 Outside Activities of the General Partner...................... 31 9.10 Operation in Accordance with REIT Requirements................ 31 9.11
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Engagement of Affiliates. The Sub-Advisor may engage any of its affiliates to assist it with providing its services under this Agreement, provided that the Sub-Advisor will remain liable to the Advisor at all times for the performance of its obligations under the Agreement, will remain responsible for the acts and omissions of such affiliates, and will be solely responsible for any fees owed to such affiliates.
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Engagement of Affiliates. Manager may engage an Affiliate of Manager to perform the services or work required to be performed hereunder by Manager including specifically the engagement of ERMC II, LP, a Tennessee limited partnership and its affiliates, for the provision of security and janitorial and maintenance services provided the fees and other compensation to be paid to ERMC II, LP and/or its affiliates are competitive in the market and within the approved Pro Forma or Operating Budget.
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Engagement of Affiliates. 32 9.7 Liability of the General Partner . . . . . . . . . . . . . . . . . . 33 9.8 Reimbursement of Certain Expenses of the General Partner . . . . . . 33 9.9 Outside Activities of the General Partner . . . . . . . . . . . . . 34 9.10 Operation in Accordance with REIT Requirements . . . . . . . . . . 34 9.11
Sample 1
Engagement of Affiliates. Except as otherwise expressly provided in this Agreement, engaging or approving the engagement of or entering into any contract or agreement with a Member or any Affiliate of a Member to perform any service for or on behalf of the Company or any Subsidiary, or entering into any Affiliated Contract.
Sample 1
Engagement of Affiliates. Emeritus hereby acknowledges that each of the Wholly Owned Subsidiaries intends to (i) engage South Bay Partners, Inc., a Texas corporation wholly owned by Spaulding to assist with the development xx xxx Xroject pursuant to a Development Services Agreement in the form attached hereto as Exhibit I; and (ii) engage Jerry Erwin Associates, Inc., a Washingtxx xxxxxxxxion controlled by Erwin, to manage the Project, pursuant tx xxx Property Management Agreement, in the form attached hereto as Exhibit J. No payments beyond those authorized by these Agreements shall be payable to such parties for rendering the services required thereby. A condition to Emeritus' obligation to make any Fundings under this Agreement is that each such developer and manager pledges to Emeritus its rights under the applicable Project Management Agreement and Development Services Agreement concurrent with the initial Funding of the Project Loan for that Project. The Development Services Agreement and Property Management Agreement each reserves to Borrower and its Wholly Owned Subsidiary the right to suspend the payment of any further amounts due, and to terminate such agreement without penalty, upon the occurrence of a Default or an Event of Default under this Agreement. Emeritus may cause such right of suspension or termination to be exercised, if it so wished, upon the occurrence of Default or an Event of Default and shall exercise such right, by giving written notice thereof to Borrower, the Wholly Owned Subsidiary, and the developer and property manager, as the case may be. Such suspension or termination shall be effective immediately upon receipt of such written notice from Emeritus and no further action shall be required of any other party in order to cause such action to be effective.
Sample 1
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Related to Engagement of Affiliates

  • Agreement of Affiliates FCBS has disclosed in Section 0.9 of the FCBS Disclosure Memorandum each Person whom it reasonably believes is an "affiliate" of FCBS for purposes of Rule 145 under the 1933 Act. FCBS shall use its reasonable efforts to cause each such Person to deliver to Regions not later than 30 days prior to the Effective Time a written agreement, substantially in the form of Exhibit 3 to this Agreement0"0, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of FCBS Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and until such time as financial results covering at least 30 days of combined operations of Regions and FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC. Except that transfers may be made in compliance with Staff Accounting Bulletin No. 76 issued by the SEC, shares of Regions Common Stock issued to such affiliates of FCBS in exchange for shares of FCBS Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of Regions and FCBS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 (and Regions shall be entitled to place restrictive legends upon certificates for shares of Regions Common Stock issued to affiliates of FCBS pursuant to this Agreement to enforce the provisions of this Section 8.9). Regions shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of Regions Common Stock by such affiliates.

  • ENGAGEMENT AS A CONSULTANT 2.1 The Company hereby engages the Consultant as a consultant to provide the services of the Consultant in accordance with the terms and conditions of this Agreement and the Consultant hereby accepts such engagement.

  • Agreements of Affiliates GSMS has disclosed in Section 8.11 of the GSMS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of GSMS for purposes of Rule 145 under the 1933 Act. GSMS shall use its reasonable efforts to cause each such Person to deliver to PSS not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.1, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of GSMS Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of PSS Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the 1933 Act and the rules and regulations thereunder and, because the Merger is to be accounted for by the pooling-of-interests method of accounting, until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies. Because the Merger is to be accounted for using the pooling-of-interests method of accounting, shares of PSS Common Stock issued to such affiliates of GSMS in exchange for shares of GSMS Common Stock shall not be transferable until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.11 (and PSS shall be entitled to place restrictive legends upon certificates for shares of PSS Common Stock issued to affiliates of GSMS pursuant to this Agreement to enforce the provisions of this Section 8.11). PSS shall not be required to maintain the effectiveness of the Registration Statement under the 1933 Act for the purposes of resale of PSS Common Stock by such affiliates. PSS has disclosed in Section 8.11 of the PSS Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of PSS. PSS shall use its reasonable efforts to cause each such Person to execute and deliver not later than 10 days after the date of this Agreement, a written agreement, substantially in the form of Exhibit 2.2, providing that such Person shall not sell, pledge, transfer or otherwise dispose of any shares of PSS Common Stock until such time as financial results covering at least 30 days of combined operations of PSS and GSMS have been published within the meaning of Section 201.01 of the SEC's Codification of Financial Reporting Policies.

  • Engagement of Services 1.1. The Company hereby engages the Consultant to provide the Services and assist the Company with its Work as an independent contractor to the Company.

  • Engagement of Consultant The Company hereby engages Consultant to ------------------------- assist the Company in programming services.

  • Engagement as Consultant Purchaser hereby agrees to ------------------------ engage the Consultant, and the Consultant hereby agrees to perform services for Purchaser, on the terms and conditions set forth herein.

  • Use of Affiliates Each Party acknowledges and accepts that the other Party may exercise its rights and perform its obligations under this Agreement either directly or through one or more of its Affiliates. A Party’s Affiliates will have the benefit of all rights (including all licenses) of such Party under this Agreement. Accordingly, in this Agreement “Genzyme” will be interpreted to mean “Genzyme or its Affiliates” and “Voyager” will be interpreted to mean “Voyager or its Affiliates” where necessary to give each Party’s Affiliates the benefit of the rights provided to such Party in this Agreement; provided, however, that in any event each Party will remain responsible for the acts and omissions, including financial liabilities, of its Affiliates.

  • Termination of Relationship as a Service Provider If the Optionee ceases to be a Service Provider (other than for death or Disability), this Option may be exercised for a period of three (3) months after the date of such termination (but in no event later than the expiration date of this Option as set forth in the Notice of Grant) to the extent that the Option is vested on the date of such termination. To the extent that the Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

  • Employment with Affiliates Except as otherwise required by this Agreement or Code Section 409A, employment with the Company for purposes of this Agreement shall include employment with any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to vote generally in the election of directors or which has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors.

  • Right of the Company and Subsidiaries to Terminate Services Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate your employment or service relationship at any time.

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