Management and Operation of Business Sample Clauses

Management and Operation of Business. 37 6.1 Management...................................................................................37 6.2 Certificate of Limited Partnership...........................................................38 6.3 Restrictions on General Partner's Authority..................................................38 6.4 Reimbursement of the General Partner.........................................................39 6.5

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 7 Section 5.3 Term of Office 8 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board 9 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 Section 5.10 Indemnification 11 Section 5.11 Liability of Indemnitees 13 Section 5.12 Reliance by Third Parties 13

Management and Operation of Business. Power and Authority of Board of Directors 13 Section 5.2 Number, Qualification, Term and Election of Directors 14 Section 5.3 Vacancies 15 Section 5.4 Meetings 15 Section 5.5 Organization 15 Section 5.6 Resignations and Removals of Directors 15 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 Section 5.9 Actions of the Board by Written Consent 16 Section 5.10 Meeting by Means of Conference Telephone 16 Section 5.11 Committees 16 Section 5.12 Compensation 16 Section 5.13 Duties of Officers and Directors 16 Section 5.14 Exculpation and Indemnification 17 Section 5.15 Resolution of Conflicts of Interest; Interested Directors 19 Section 5.16 Certificate of Formation 20 Section 5.17 Officers 20 Section 5.18 Business Opportunities and Non-Employee Directors 22 Section 5.19 Reliance by Third Parties 23 ARTICLE VI Section 6.1 Records and Accounting 23 Section 6.2 Fiscal Year 23 Section 6.3 Reports 23 ARTICLE VII

Management and Operation of Business. 1. Except as restricted by this Agreement, the Company has the sole and exclusive right to manage, operate, and maintain the efficiency of the business and working forces. This includes the rights: to hire, discipline, suspend and discharge employees for just cause; to hire, promote and demote employees, and maintain discipline and efficiency in the Company’s facilities; to determine where and when to operate scheduled or unscheduled flights; to determine the type and location of facilities, equipment, and aircraft the Company will utilize; to sell or discontinue all or part of the business; to sell or lease aircraft or facilities; to determine marketing methods and strategies; to enter into code sharing, affiliation, or marketing agreements with other carriers; and to invest (including equity investments) in other business entities including, without limitation, other air carriers. 2. The exercise of any right reserved herein to management in a particular manner, or the non-exercise of a right, will not operate as a waiver of the Company’s rights, nor preclude the Company from exercising the right in a different manner. The rights enumerated above will not be deemed to exclude other preexisting rights of management, except as expressly provided in this Agreement.

Management and Operation of Business. Section 7.1 Management 47 Section 7.2 Certificate of Limited Partnership 48 Section 7.3 Restrictions on Managing General Partner’s Authority 49 Section 7.4 Reimbursement of the Managing General Partner 49 Section 7.5 Outside Activities 50 Section 7.6 Loans from the Managing General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the Managing General Partner 51 Section 7.7 Indemnification 53 Section 7.8 Liability of Indemnitees 54 Section 7.9 Resolution of Conflicts of Interest 55 Section 7.10 Other Matters Concerning the Managing General Partner 57 Section 7.11 Purchase or Sale of Partnership Securities 57 Section 7.12 Registration Rights of the Managing General Partner and its Affiliates 57 Section 7.13 Reliance by Third Parties 59

Management and Operation of Business. Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.

Management and Operation of Business. Section 7.1.

Management and Operation of Business. 20.1 All decisions with respect to the management of the business and affairs of the Partnership shall be made by the General Partner. 20.2 The General Partner shall be under no duty to devote all of its time to the business of the Partnership, but shall devote only such time as it deems necessary to conduct the Partnership business and to operate and manage the Partnership in an efficient manner. 20.3 The General Partner may charge to the Partnership all ordinary and necessary costs and expenses, direct and indirect, attributable to the activities, conduct and management of the business of the Partnership. The costs and expenses to be borne by the Partnership shall include, but are not limited to, all expenditures incurred in acquiring and financing the Equipment or other Partnership property, legal and accounting fees and expenses, salaries of employees of the Partnership, consulting and quality assurance fees paid to independent contractors, insurance premiums and interest. 20.4 In addition to, and not in limitation of, any rights and powers covenanted by law or other provisions of this agreement, and except as limited, restricted or prohibited by the express provisions of this Agreement, the General Partner shall have and may exercise on behalf of the Partnership all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Partnership. Such powers shall include, without limitation, the following: (a) To acquire the initial Prostatron(R) Mobile System; (b) To exercise the option of the General Partner or the Partnership to purchase a Limited Partner's Partnership Interest pursuant to Article 17; (c) To determine the travel itinerary and site locations for the Prostatron(R) Mobile System or other Partnership technology; (d) To borrow money for any Partnership purpose (including the acquisition of the Additional Assets) and, if security is required therefor, to subject to any security device any portion of the property for the Partnership, to obtain replacements of any other security device, to prepay, in whole or in part, refinance, increase, modify, consolidate or extend any encumbrance or other security device; (e) To deposit, withdraw, invest, pay, retain (including the establishment of reserves in order to acquire the Additional Assets) and distribute the Partnership's funds in any manner consistent with the provisions of this Agreement; (f) To institute and defend actions a...

Management and Operation of Business. Power and Authority of Board of Directors 14 Section 5.2 Number, Qualification and Term of Office of Directors 16 Section 5.3 Election of Directors 16 Section 5.4 Removal 17 Section 5.5 Resignations 17 Section 5.6 Vacancies 17 Section 5.7 Nomination of Directors 17 Section 5.8 Chairman of Meetings 18 Section 5.9 Place of Meetings 18 Section 5.10 Regular Meetings 18 Section 5.11 Special Meetings; Notice 18 Section 5.12 Action Without Meeting 18 Section 5.13 Conference Telephone Meetings 18 Section 5.14 Quorum 18 Section 5.15 Committees 19 Section 5.16 Alternate Members of Committees 19 Section 5.17 Minutes of Committees 19 Section 5.18 Remuneration 19 Section 5.19 Exculpation, Indemnification, Advances and Insurance 20 Section 5.20 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 22 Section 5.21 Certificate of Formation 23 Section 5.22 Officers 24 Section 5.23 Duties of Officers and Directors 26 Section 5.24 Outside Activities 26 Section 5.25 Reliance by Third Parties 27 Section 5.26 Consent Rights 27 Section 6.1 Records and Accounting 28 Section 6.2 Fiscal Year 28 Section 6.3 Reports 28 Section 7.1 Tax Elections 29 Section 7.2 Withholding 29