Related to Management Parties
Independent Parties This Agreement is intended solely as a management services agreement and no partnership, agency, joint venture, distributorship or other form of agreement is intended.
Management and Operations The Company shall generally conduct its business as follows:[a] All actions taken and decisions made by the Board of Managers must be approved unanimously by all members of the Board of Managers. In taking such actions and making such decisions, the Board of Managers and each member thereof shall act in their sole and absolute discretion, except as otherwise expressly stated in this Agreement. The Board of Managers shall make all decisions that are customarily made by a board of directors of a corporation and shall authorize the management of the Company to operate the Company in accordance with the terms set forth in this Agreement.[b] The Board of Managers shall each year approve an annual operating budget and annual capital budget (the 2007 annual budgets will commence as of the date of this Agreement, with calendar year budgets thereafter). Any modification to the annual operating budget or annual capital budget must be approved by the Board of Managers. The initial annual budget is set forth as Schedules 1 and 1-1 of the Business Plan. The capital budget shall be agreed to by the Members within sixty (60) days of the execution of this Agreement and set forth as Schedule 1-2 of the Business Plan.[c] As an agent of HRTV Entity, the Company shall use its Best Efforts to collect fees to help cover the costs of producing and distributing television and other video (the “Television Fees”) with respect to the ADW Content Rights, Point to Point Content Rights and Rebate Content Rights it sublicenses to Third Parties as specifically set forth in this Agreement or the Business Plan or as otherwise agreed by the Board of Managers. In connection with approving the annual budgets, the Board of Managers after consultation with HRTV Entity shall determine the percentage amount to be charged as Television Fees to be calculated as a percentage of handle or takeout or otherwise. The Television Fees shall be revisited and updated on an annual basis by the Board of Managers. The Television Fees for 2007 (for all race meets commencing after the date hereof but on or prior to November 15, 2007) are addressed or set forth on Schedules 2, 3 and 4 of the Business Plan. The Television Fees will be collected by the Company on behalf of HRTV Entity and paid over to HRTV Entity.[d] The Board of Managers must approve any modifications to the Wagering Security and Integrity Standards.[e] The Board of Managers must approve any modifications to the Territory Point to Point Distribution Policies and Procedures, the Territory ADW Distribution Policies and Procedures, the Rebate Distribution Policies and Procedures, the Territory Point to Point Acquisition Policies and Procedures, the Territory ADW Acquisition Policies and Procedures, the Territory Rebate Acquisition Policies and Procedures, the Territory Television Acquisition Policies and Procedures, the Non-Territory Policies and Procedures, and the Policies and Procedures for Acquiring Territory Content for use Outside the Territory, as set forth in Schedules 2-10 of the Business Plan.[f] The approval of the Board of Managers shall be required for (i) the appointment of the Chief Executive Officer (who may be the same as the chief executive officer of HRTV Entity), the Chief Financial Officer and any employee or consultant who will earn total compensation in a year in excess of $50,000, whether hired by the Company or seconded to the Company, and (ii) any increase in Employee Costs for any employee, whether such employee has been seconded to or is employed by the Company.[g] The approval of the Board of Managers shall be required for any contract obligating the Company in an amount greater than $50,000 or without a ninety (90) day right of termination, in each case other than contracts which are consistent with the Territory Point to Point Distribution Policies and Procedures, the Territory ADW Distribution Policies and Procedures, the Rebate Distribution Policies and Procedures, the Territory Point to Point Acquisition Policies and Procedures, the Territory ADW Acquisition Policies and Procedures, the Territory Rebate Acquisition Policies and Procedures, the Territory Television Acquisition Policies and Procedures, the Non-Territory Policies and Procedures, and the Policies and Procedures for Acquiring Territory Content for use Outside the Territory.[h] The approval of the Board of Managers shall be required for the standard form simulcast agreement used by the Company and any simulcast contract that is not consistent with the Territory Point to Point Distribution Policies and Procedures, the Territory ADW Distribution Policies and Procedures, the Rebate Distribution Policies and Procedures, the Territory Point to Point Acquisition Policies and Procedures, the Territory ADW Acquisition Policies and Procedures, the Territory Rebate Acquisition Policies and Procedures, the Territory Television Acquisition Policies and Procedures, the Non-Territory Policies and Procedures, and the Policies and Procedures for Acquiring Territory Content for use Outside the Territory.[i] All simulcast import agreements for ADW Import Content, Point to Point Import Content and Rebate Import Content, and simulcast export agreements for ADW Export Content, Point to Point Export Content and Rebate Export Content entered into pursuant to this Agreement shall not be executed by the Company on its own behalf, but rather shall be executed by the Company as agent for the applicable CDI Track(s), MEC Track(s), XpressBet and/or CDI ADW. All rights and obligations under the simulcast import agreements and simulcast export agreements entered into pursuant to this Agreement shall be rights and obligations of the applicable CDI Track(s), MEC Track(s), XpressBet and/or CDI/ADW, and shall not be rights or obligations of the Company.[j] The approval of the Board of Managers shall be required for any expansion of the scope of the Business of the Company.[k] The approval of the Board of Managers shall be required for the initiation or settlement of any litigation.[l] The approval of the Board of Managers shall be required for any acquisitions or dispositions of significant assets or businesses or the formation of any partnerships or joint ventures.
Management of the Company The business and affairs of the Company shall be conducted and managed by the Member(s) in accordance with this Agreement and the laws of the State of . (Check One)☐ - SINGLE-MEMBER: , as sole member of the Company, has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or incur any expenditures on behalf of the Company. The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment, decree or order of a court. The Company is organized as a “member-managed” limited liability company. The Member is designated as the initial managing member. ☐ - MULTI-MEMBER: Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Company and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests.Notwithstanding any other provision of this Agreement, the Members shall not, without the prior written consent of the unanimous vote or consent of the Members, sell, exchange,lease, 5assign or otherwise transfer all or substantially all of the assets of the Company; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Company’s assets; mortgage, pledge or encumber the Company’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Company in the excess of $ .00; lend any Company funds or other assets to any person in an amount or with a value in excess of $ .00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $ .00; confess a judgment against the Company; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $ .00, including claims for insurance; approve a merger or consolidation of the Company with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Company. The members shall receive such sums for compensation as Members of the Company as may be determined from time to time by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. (Check if Applicable) ☐ - MULTI-MEMBER: Meetings of Members The annual meeting of the Members shall be held on (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company.However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for thepurpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable) ☐ - MULTI-MEMBER: Assignment of Interests Except as otherwise provided in this Agreement, no Member or other person holding any interest in the Company may assign, pledge, hypothecate, transfer or otherwise dispose of all or any part of their interest in the Company, including without limitation, the capital, profits or distributions of the Company without the prior written consent of the other Members in each instance. The Members agree that no Member may voluntarily withdraw from the Company without the unanimous vote or consent of the Members. A Member may assign all or any part of such Member’s interest in the allocations and distributions of the Company to any of the following (collectively the “permitted assignees”): any person, corporation, partnership or other entity as to which the Company has given consent to the assignment of such interest in the allocations and distributions of the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. An assignment to a permitted assignee shall only entitle the permitted assignee to the allocations and distributions to which the assigned interest is entitled, unless suchpermitted assignee applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement.
Management of Company All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles, and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such officers in corporations incorporated under the laws of the state of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member.
Agent’s management time Any amount payable to the Agent under Clause 14.3 (Indemnity to the Agent and the Security Agent), Clause 16 (Costs and Expenses) and Clause 33.11 (Lenders' indemnity to the Agent) after the occurrence of an Event of Default while such Event of Default is continuing, shall include the cost of utilising the Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Borrower and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 11 (Fees).
Management of the Partnership The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.
Holdings In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than those incidental to (i) its ownership of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, the Senior Notes or any Permitted Additional Debt, (iv) any public offering of its common stock or any other issuance of its Equity Interests or any transaction permitted under Section 7.04, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of its Subsidiaries, (vi) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash or property received in connection with Restricted Payments made by the Borrower in accordance with Section 7.06 pending application thereof by Holdings, (viii) providing indemnification to officers and directors and (ix) conducting, transacting or otherwise engaging in any business or operations of the type it conducts, transacts or engages in on the Closing Date.
Management In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member has the authority to bind the Company.
Member Management Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.
Property Management Agreement The term “Property Management Agreement” is defined in Section 2.12.