Classroom Management The certificated classroom employee demonstrates, in his her performance, a competent level of knowledge and skill in organizing the physical and human elements in the educational setting. Indicators:
Engagement of Manager On and subject to the terms and conditions of this Agreement, Tenant hereby engages Manager, and Manager hereby agrees to be engaged, as Tenant’s agent and exclusive manager to Operate the Managed Facility during the Term. The Parties acknowledge that the scope of Manager’s authority and duties to Operate the Managed Facility are limited to the authority and duties set forth in this Agreement. Tenant and Manager shall Operate the Managed Facility under one or more Brands; provided that (a) Tenant shall have the right, subject to the receipt of (i) any required approval from any Governmental Authority and (ii) Manager’s consent (such consent not to be unreasonably withheld, conditioned or delayed), to change the Brand under which the Managed Facility is operated to any other brand, with the costs of such rebranding borne by Tenant, (b) Tenant shall give Landlord prior notice of any such Brand change, (c) the Managed Facility shall continue to be operated under all other Managed Facilities IP (subject to any Brand change and subject to any other approvals or consents required by this Section 2.1.1), and (d) any such Brand change shall be Non-Discriminatory, and shall not result in a change in the overall quality and level of service at the Non-CPLV Managed Facilities and the Managed Facility, taken as a whole, below that required pursuant to Section 2.1.4. Manager shall reasonably assist Tenant, at Tenant’s expense, in connection with any such rebranding. If a Brand is replaced with another brand as permitted hereunder, the Parties shall reasonably cooperate to make such changes to this Agreement as are necessary to give effect to such new brand.
Board of Managers Section 3.01
Replacement of Manager If at any time after any Action is brought the Manager settles the Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters (whether or not such settlement complies with Section 9.7 hereof), the Manager will, at such time, for purposes of Sections 9.3, 9.4, 9.5, 9.6, and 9.7 hereof, cease to be the Manager. The non-settling Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such non-settling Underwriters, select a new Manager, which will become the new “Manager” for all purposes of Sections 9.3, 9.4., 9.5, 9.6, and 9.7 hereof as well as this section; provided that the non-settling Underwriter(s) with the largest Underwriting Percentage will act as Manager until such vote occurs and a new Manager is selected. 4 Notwithstanding such a settlement, the Manager and the other settling Underwriters will remain obligated to the non-settling Underwriters to assist and cooperate fully, in good faith, and at their own expense, in the defense of any Actions, including, without limitation, by providing, upon reasonable request of any non-settling Underwriter, and without the necessity of court process, access to or copies of all relevant records, and reasonable access to all witnesses under control of the Manager or the other settling Underwriters, for the purpose of interviews, depositions, and testimony at trial, subject in each case to the applicable legal and procedural obligations of such Manager and such other settling Underwriter. In addition, if at any time, the Manager is unwilling or unable for any reason to assume or discharge its duties as Manager under the applicable AAU, whether resulting from its insolvency (voluntary or involuntary), resignation or otherwise, to the extent permitted by applicable law, the remaining Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such Underwriters, be entitled to select a new Manager, which will become the new Manager for all purposes under this Agreement. 5 Notwithstanding the foregoing, a Manager replaced pursuant to this Section 9.9 shall continue to benefit from and be subject to all other terms and conditions of this Agreement applicable to an Underwriter.
Network Management 3.6.1 CLEC and CBT shall work cooperatively to install and maintain a reliable network. CLEC and CBT shall exchange appropriate information (e.g., maintenance contact numbers, network information, information required to comply with law enforcement and other security agencies of the government, and such other information as the Parties shall mutually agree) to achieve this desired reliability.
RIGHTS OF MANAGEMENT Any rights of management which are not specifically mentioned in this Agreement and are not contrary to its intention shall continue in full force and effect for the duration of this contract, always provided that in the exercise of the aforementioned management rights there shall be no discrimination.
Management (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:
Activities of Manager The obligations of Manager pursuant to the terms and provisions of this Management Agreement shall not be construed to preclude Manager from engaging in other activities or business ventures, whether or not such other activities or ventures are in competition with Owner or the business of Owner.
General Management The business and affairs of the Company shall be managed by Atlantic Power Transmission, Inc., a Delaware corporation, in its capacity as the sole member and the sole member shall have the fullest right, power and authority to manage, direct and control all of the business and affairs of the Company and to transact business of its behalf.
Obligations of Management Each officer and key employee of the Company is currently devoting substantially all of his or her business time to the conduct of the business of the Company. The Company is not aware that any officer or key employee of the Company is planning to work less than full time at the Company in the future. No officer or key employee is currently working or, to the Company’s knowledge, plans to work for a competitive enterprise, whether or not such officer or key employee is or will be compensated by such enterprise.