Prior Manager definition

Prior Manager shall have the meaning ascribed to it in Section 4.01.E.
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Prior Manager means C.A. Realty Management Inc.;
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Prior Manager shall have the meaning given to such term in the recitals to this Agreement.
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Examples of Prior Manager in a sentence

  • A Member may, with Prior Manager Approval and in its discretion, make loans of cash or other property (each, an “Advance of Capital”) to temporarily fund the Company until Capital Contributions are made by the other Member as set forth in Section 4.2; provided that such Member has made all Capital Contributions required to be made by such Member pursuant to Contribution Notices issued prior to the date of the applicable Advance of Capital.

  • Management of the Properties, including any operational guidelines and any fees paid to the Prior Manager, shall be governed by the Prior Agreement during the Transition Period.

  • Notwithstanding the foregoing, the Board of Managers shall not have the power and authority to delegate any rights or powers (i) requiring Prior Manager Approval or otherwise requiring the approval of the Members or (ii) customarily requiring the approval of the managing member of a Delaware limited liability company.

  • All items of Profit and Loss allocable to any Membership Interest that may have been transferred or otherwise disposed of shall be allocated between the transferor and the transferee based on an interim closing of the books, as determined in good faith with Prior Manager Approval; provided, however, that this allocation must be made in accordance with a method permissible under Section 706 of the Code and the Regulations thereunder.

  • Notwithstanding any other provision of this Agreement, any contract, instrument or act on behalf of the Company by a Member, a Manager, an officer or any other Person delegated by Member Approval or Prior Manager Approval, as applicable, shall be conclusive evidence in favor of any third party dealing with the Company that such Person has the authority, power and right to execute and deliver such contract or instrument and to take such act on behalf of the Company.

  • This Section 7.10 shall not be deemed to limit the liabilities and obligations of such Person to seek Member Approval or Prior Manager Approval as set forth in this Agreement.

  • Subject to Prior Manager Approval, where applicable, the Tax Matters Member shall be authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings and to expend Company funds for professional services and costs associated therewith.

  • Unless waived by Prior Manager Approval, the Company also shall withhold 10 percent (10%) of distributions in any calendar year, which withheld amount shall be distributed within 60 days after the completion of the annual audit covering such Fiscal Year.

  • Notwithstanding any other provision of this Agreement, any contract, instrument or act on behalf of the Company by a Member, a Manager, an Officer or any other Person delegated by Prior Manager Approval, as applicable, shall be conclusive evidence in favor of any third party dealing with the Company that such Person has the authority, power and right to execute and deliver such contract or instrument and to take such act on behalf of the Company.

  • Except as specifically provided in this Agreement or with Prior Manager Approval, the Company shall not pay to, or use for, the benefit of any Member, Company funds, assets, credit, or other resources of any kind or description; provided that the foregoing shall not limit the power of the Board of Managers to authorize expense reimbursements from the Company’s funds.


More Definitions of Prior Manager

Prior Manager is defined in Recital D.
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Prior Manager means the management company (if any) which ------------- managed the Hotel, on behalf of Prior Owner, immediately prior to the Opening Date.
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Prior Manager has the meaning ascribed to such term in the Recitals.
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Related to Prior Manager

  • Senior Manager means a person appointed to the role of Senior Executive, Business Unit Director, Facilities Director and Director of CSIRO Services or an Enterprise Services group.

  • Senior Management Team means (a) each Authorized Officer, the chief executive officer, secretary and (b) any chief executive officer, president, vice president, chief financial officer, treasurer or secretary of any Subsidiary Guarantor.

  • Senior Managerial Personnel means the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management of rank equivalent to General Manager and above, including all functional heads.

  • Senior Managers means, with respect to the Company and each member of the Company Group, the chief executive officer, the chief financial officer, the chief technology officer, the president, the general manager or any other manager with the title of “vice-president” or higher, or any other employee with responsibilities similar to any of the foregoing, of such entity.

  • Senior Management means personnel of the Company who are members of its core management team excluding Board of Directors. This would include all members of management one level below the executive directors, including all the functional heads.