Entity Management Clause Samples
The Entity Management clause outlines the responsibilities and procedures for maintaining the legal and operational status of an entity involved in an agreement. It typically requires the entity to remain in good standing, comply with relevant laws, and promptly notify the other party of any significant changes such as mergers, name changes, or dissolutions. This clause ensures that all parties are dealing with a valid and properly managed entity, thereby reducing legal and operational risks associated with changes in the entity’s status.
Entity Management. The Operator will, in cooperation with and as directed by Geotec and/or GEM, make such arrangements with and employ and retain, at the expense and for the benefit of the Project Company, such accountants, attorneys, banks, transfer agents, custodians, underwriters, engineers, insurance companies and other Persons as may from time to time reasonably be necessary to manage the business operations of the Project Company. The Operator may require a deposit equal to one Month’s Expenses for the Project and will administer the Project Contracts and collect all Revenues on behalf of Ecotec and pay all Expenses on behalf of the Project Company as directed by Ecotec; provided that in no event will the Operator be required to pay any Expenses with its own funds. All Project Contracts will be entered into by the Project Company and not the Operator unless such Persons are one and the same.
Entity Management. The Entity shall act as a holding company for the Patents and shall be managed by Inventergy as follows.
4.3.1 Inventergy shall have exclusive responsibility for direction of, and sole control over, the Entity’s actions related to (a) prosecution of the Patents, in all jurisdictions (including without limitation, country selection, claims selection and preparation and filing of continuation/divisional filings), (b) selection of counsel to represent the Entity, (c) maintenance of the Patents, (d) licensing of the Patents (other than for exclusive licenses, see below), and related negotiation and terms, (e) assertion of any of the Patents, including decisions on parties to approach and any litigation and/or settlement relating to the Patents, and (f) any other litigation or action involving any of the Patents, including without limitation the conduct and/or settlement or resolution of any inter-partes reexamination, declaratory judgment action or other proceeding relating to the validity and/or infringement of a Patent; GTX’s approval will not be required for any of these things. However, notwithstanding the foregoing, Inventergy will use reasonable efforts to confer with GTX prior to consummation of licenses by the Entity, and prior to institution by the Entity of any litigation for infringement of the Patents. Inventergy shall be responsible for fronting all expenses relating to (a)-(f) above. Inventergy may also engage one or more personnel of GTX to act as a consultant in support of patent prosecution or monetization efforts, as further described below in Section 6.1; generally speaking, such services shall be provided upon request of Inventergy, for example, to answer questions of outside counsel relating to patent prosecution which cannot be answered by Inventergy, assist with patent monetization strategy and otherwise to assist monetization efforts by providing, for example, market information and analysis and/or information regarding purportedly infringing products.
4.3.2 Notwithstanding the previous section, approval of both Parties is required (a) for any sale or transfer of any of the Patents by the Entity, and/or (b) the granting of an exclusive license under any of the Patents by the Entity, and/or (c) any settlement which concedes invalidity of a Patent. Should the Parties be unable to agree on such approval, either Party shall be entitled to initiate a Dispute Resolution Process as provided below.
Entity Management. Prepare and maintain books and records in such manner and form as may be agreed in writing (which may include email) between the Entity and ▇▇▇▇▇▇ Fiduciary from time to time. Make the ▇▇▇▇▇▇ eServices web-based extranet site available to the Entity and its delegates providing access to core Entity information including entity records, billing information, key documents, important news and online conferencing upon the usual terms and conditions for use as published on the ▇▇▇▇▇▇ eServices website from time to time.
Entity Management. The Operator will, in cooperation with and as directed by Geotec and/or GEM, make such arrangements with and employ and retain, at the expense and for the benefit of the Project Company, such accountants, attorneys, banks, transfer agents, custodians, underwriters, engineers, insurance companies and other Persons as may from time to time reasonably be necessary to manage the business operations of the Project Company. The Operator may require a deposit equal to one Month’s Expenses for the Project and will administer the Project Contracts and collect all Revenues and pay all Expenses on behalf of the Project Company; provided that in no event will the Operator be required to pay any Expenses with its own funds. All Project Contracts will be entered into by the Project Company and not the Operator.
Entity Management. The Company would have four (4) managers, two (2) designated by SAVIA and two (2) designated by Kosan (provided that one (1) of each party's two (2) managers will have a scientific background and the other a business orientation). Notwithstanding the ownership interests of Kosan and SAVIA, all principal decisions on behalf of the Company will require the unanimous agreement of the managers designated by SAVIA and Kosan. The President, Chief Financial Officer and other officers of the Company would be appointed by unanimous agreement of the managers designated by SAVIA and Kosan.
Entity Management. The Entity Management allows a user to: • create a new instance of registered type in a certain Context • update an instance • delete an instance • add an instance to a Context (different from the one it was initially created) • remove an instance from a Context (if an instance is present only in such a context the instance is not deleted but it is marked as such and it becomes accessible only for management purposes). Please note that: • Headers are automatically managed from the Registry • Every instance can be identified by using the UUID specified in the Header • add/remove to/from Context and the delete operations are managed by the Joint Resource Registry to check and enforce the propagation constraint.