Member Managers Sample Clauses

Member Managers. To the fullest extent permitted by applicable Law and notwithstanding any provision of this Agreement to the contrary, each of the Managers designated by an Institutional Investor (a “Member Manager”), in such Person’s capacity as a Manager, shall serve in such capacity to represent the interests of the Member or group of Members that designated such Manager and shall be entitled to consider only such interests (including the interests of the Member or group of Members that designated such Manager) and factors specified by the Member or group of Members that designated such Manager, and shall have no fiduciary or other duties to the Company, any other Member, any other Manager or any other Person in connection with the business and affairs of the Company or any consent or approval given or withheld pursuant to this Agreement, other than the implied contractual covenant of good faith and fair dealing.
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Member Managers. The Member-Manager shall be responsible for carrying on the day-to-day business affairs of the Company which are not otherwise delegated in this Agreement, including, but not limited to providing accounting and other administrative services to the Company. The Initial Member -Manager shall also be responsible for all costs associated with carrying on the Company's business not otherwise set forth in EXHIBIT B through December 31, 1998 (the PREFERENCE PERIOD), excluding only the One Hundred Twenty-five Thousand Dollar ($125,000.00) annual consulting fee to be paid pursuant to Section 2.8 (collectively, the VENTURE OVERHEAD SERVICES). During such Preference Period, the Member-Manager shall bear the expense of such Venture Overhead Services. In the event that after the Preference Period the Company and PRC (or any Affiliates of PRC) shall share the services of employees, consultants, equipment, other aspects of professional and/or administrative services or Venture Overhead Services, the Member-Manager shall use commercially reasonable efforts after such Preference Period to allocate the corresponding costs and expenses (including an allocation of personnel) devoted to the Company business (the COMPANY BUSINESS COSTS) and to PRC's (and its Affiliates') business which is independent of the Company business existing as of the Effective Date, such as Triboro Maintenance Company's business (collectively, the PRC BUSINESS COSTS), and after the Preference Period PRC shall remain solely responsible for the costs and expenses of any and all of the PRC Business. The Members agree in good faith to determine and agree upon the Company Business Costs and the PRC Business Costs. After the Preference Period, NHP has the right to cause the Company to obtain some or all of such services from an independent source.
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Member Managers. The business and affairs of the Company shall be managed by ASE and CEP (the "Member Managers"), which acting together shall exercise all the powers of the Company; provided that (x) if at any time the Allocated Shares of ASE, Simon and their Permitted Transferees or the Allocated Shares of CEP and its Permitted Transferees, as the case may be, aggregate less than 25% of the number of Allocated Shares held by the Company at that time and (ii) the Fair Market Value of the Allocated Shares of ASE, Simon and their Permitted Transferees or the Allocated Shares of CEP and its Permitted Transferees, as the case may be, is less than $40,000,000 for a period of 60 consecutive trading days, then ASE or CEP, as the case may be, but not both of them, shall cease to be a Member Manager for all purposes under this Agreement; provided, further, that, upon written notice to the Company and CEP, ASE may designate Simon as a Member Manager in its place and stead. Except as otherwise expressly provided in this Agreement, none of the Member Managers shall take any actions with respect to the property of the Company without the unanimous consent or agreement of all Member Managers. No Member Manager may be removed in his capacity as a Member Manager, except as expressly provided above in the first or second proviso of this Section 4.1. Only the Member Managers can bind the Company except to the extent expressly provided for in this Agreement. Each Member Manager agrees not to resign, withdraw or otherwise retire as a Member Manager (or Member) (except to the extent the required consent under Section 8.2 hereof is obtained), dissolve or become the subject of a Bankruptcy.
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Member Managers. 17 SECTION 4.2. Certain Actions . . . . . . . . . . . . 17 ARTICLE V DISTRIBUTIONS; ALLOCATIONS; AND INTERESTS
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Member Managers. The business, property and affairs of the Company will be managed exclusively by the Members, who will have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.
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Member Managers. The Member-Manager shall be responsible, at the expense of the Company, for carrying on the day-to-day business affairs of the Company which are not otherwise delegated in this Agreement, including, but not limited to providing accounting and other administrative services to the Company. In the event that the Company and PRC (or any Affiliates of PRC ) shall share the services of employees, consultants, equipment, other aspects of professional and administrative services or overhead (as those services are provided to the Company, the COMPANY SERVICES), the Member-Manager shall use commercially reasonable efforts to allocate the corresponding costs and expenses (including an allocation of personnel) devoted to the Company's business (the COMPANY BUSINESS COSTS) and to PRC's (and its Affiliates') business which is independent of the Company business (the PRC BUSINESS COSTS). It is understood, acknowledged and agreed that PRC is responsible for any and all PRC Business Costs. The Members agree in good faith to determine and agree upon the Company Business Costs and the PRC Business Costs. If NHP reasonably concludes that such Company Services can be obtained for less cost, NHP has the right to cause the Member-Manager to obtain some or all of the Company Services from an independent source.
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Member Managers 
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Related to Member Managers

  • 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.

  • Members (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share.

  • Managers (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto.

  • Member Representative (a) Pursuant to the Deal Approval, and in any event upon the delivery (whether prior to the date of this Agreement or otherwise) of an executed Letter of Transmittal to Parent in accordance with this Agreement and without any further action on the part of any Member, each Member shall thereby, and each Management Seller or other Rollover Holdco Member and, solely with respect to the period prior to the consummation of the Closing, Rollover Holdco and each Acquired Entity does hereby, irrevocably appoint the Member Representative as the sole representative of such Member, Management Seller or other Rollover Holdco Member or, solely with respect to the period prior to the consummation of the Closing, Rollover Holdco and each Acquired Entity as the case may be (each, a “Represented Party”), to act as the agent and on behalf of such Represented Party regarding any matter relating to or under this Agreement, the Escrow Agreement, the Credit Agreement and the Letters of Transmittal (the “Represented Documents”) including for the purposes of (i) executing and delivering the Represented Documents (it being understood that no amendment thereto shall be made that by Law requires further approval by such Represented Party without such further approval), and taking all actions required or permitted to be taken under such Represented Documents, (ii) on behalf of the Members, (x) directing the Escrow Agent to make payment of the Escrow Funds in accordance with Section 2.14, Article 12 and the Escrow Agreement, (y) agreeing to, negotiating, entering into settlements and compromises of and complying with orders of courts and awards of arbitrators with respect to Section 2.14, Article 12 and the Escrow Agreement and (z) acting for the Members with regard to all matters pertaining to indemnification pursuant to Section 2.14, Article 12 and the Escrow Agreement, including the power to compromise any claim on behalf of the Members thereunder and to transact matters of litigation or other claims and to bring any Proceeding on behalf of the Members under Section 2.03(b)(iv), Article 12, Section 9.11 or Section 14.05, (iii) giving, receiving and forwarding all notices and communications required to be given or received by the Represented Parties under the Represented Documents and in connection with any of the Transactions, including receiving service of process in connection with any claims thereunder, (iv) engaging attorneys, accountants, financial and other advisors, paying agents and other Persons necessary or appropriate, in the sole discretion of the Member Representative in the performance of its duties under the Represented Documents, and authorizing and directing the disbursement of funds to pay the fees and expenses of such Persons (v) granting any consent, approval or waiver on behalf of the Members, the Management Sellers or other Rollover Holdco Member or, prior to the Closing, the Acquired Entities under this Agreement prior to, at and following the Closing (including pursuant to Section 14.02); and (vi) taking all actions or refraining from doing any further act or deed on its own behalf or on behalf of any Represented Party that the Member Representative deems necessary or appropriate in its discretion relating to the subject matter of the Represented Documents, as fully and completely as the Represented Parties could do if personally present. All decisions and actions by the Member Representative are binding upon all Represented Parties, and no Represented Party shall have the right to object, dissent, protest or otherwise contest the same. As the representative of the Represented Parties under this Agreement, the Member Representative shall act as the agent for all Represented Parties, shall have authority to bind each such Represented Party in accordance with this Agreement, and Parent may rely on such appointment and authority until the receipt of notice of the appointment of a successor in accordance with Section 14.14(d). Parent may conclusively rely upon, without independent verification or investigation, all decisions made by the Member Representative in connection with the Represented Documents in writing.

  • INVESTMENT MANAGERS Third party investment managers that manage and direct the investment activities of Investment Funds or are retained to manage and invest a designated portion of the assets of the Master Fund.

  • Program Managers See Section 14.1.

  • Member The Member owns 100% of the limited liability company interests in the Company.

  • Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Management Committee The Members shall act collectively through meetings as a "committee of the whole," which is hereby named the "Management Committee." The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:

  • Alliance Managers In addition to the foregoing governance provisions, each of the Parties shall appoint a single individual to serve as that Party’s alliance manager (“Alliance Manager”). The role of each Alliance Manager will be to participate and otherwise facilitate the relationship between the Parties as established by this Agreement. A Party may replace its Alliance Manager from time to time upon written notice to the other Party.

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