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1Management Sample Clauses

1Management. A. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs the Partnership are and shall be exclusively vested in the General Partner, and, except as provided in Section 8.1E hereof, no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without cause. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner shall have, subject to Section 8.1E hereof, full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 4.2 hereof and to effectuate the purposes set forth in Section 4.1 hereof, including, without limitation: (a) the making of any expenditures, the lending or borrowing of money, including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the General Partner (so long as the General Partner qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its stockholders in amounts sufficient to permit the General Partner to maintain REIT status, (b) the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, (c) the issuance of evidence of indebtedness (including the securing the same by deed, mortgage, deed of trust or other lien or encumbrance on the Partnership's assets) and (d) the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership; (2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (3) the acquisition, disposition,mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combinati...
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1Management. Except as limited by this Agreement, each Member shall have equal rights in the determination of any matter involving the business of the Company; provided, however, that the Members, upon vote of a majority of all the Members, may appoint one or more Managers to manage the day-to-day operations of the Company as set forth in Section 5.2. A Manager may or may not be a Member. A Manager may in turn appoint an agent and attorney-in-fact to act in his/her stead in certain circumstances and for a specific purpose (e.g. executing agreements when the manager is unavailable). Except as determined by the Members pursuant to Section 5.2 or otherwise pursuant to this Agreement, no Member shall have any right or authority to take any action on behalf of the Company with respect to third parties. Action of the Members with respect to management of the Company pursuant to this Section 5.1 shall be in accordance with the procedures set forth in Article 8 concerning voting, meetings and notice.
Sample 1Sample 2
1Management. SBL shall procure and maintain a reasonable quantity of Raw Materials required for the Services in accordance with the terms and conditions of this MSA and any applicable PSA. SBL shall use Commercially Reasonable Efforts to negotiate pricing with the vendors of Raw Materials and to procure Raw Materials [***]. On a per-Product basis, SBL shall prepare the categorization of the Raw Materials into (i) Common Raw Materials and (ii) Specialized Raw Materials, and send the categorization to Client for approval as soon as practicable after the Effective Date of the applicable PSA. Client shall approve the categorization in accordance with the terms and conditions of this MSA and any applicable PSA no later than [***] after the receipt of such a categorization from SBL. SBL shall not be [***]. The list of Raw Materials may be amended from time to time, subject to the Parties’ mutual agreement; provided, however that, Client shall at all times be solely responsible for the costs of Raw Materials including those used in small scale runs during Technology Transfer, which are not included in the Service Fees. During Technology Transfer, the Core Team shall agree on estimates for Raw Materials anticipated to be consumed in the Manufacture of each Batch. Although SBL will make Commercially Reasonable Efforts to use no more than those amounts, SBL will not be responsible for Raw Materials used in excess of the agreed-upon estimate; provided, however, that SBL shall be responsible for any excess use, loss, spoilage, or waste of such Raw Materials to the extent caused by [***]. The Parties will mutually agree, in good faith and based on industry standard, upon strategies regarding Raw Material safety stock and sourcing from qualified vendors. In the event SBL is not able to utilize any Reserved Capacity for Manufacturing Product according to an agreed-upon forecast or manufacturing plan set forth in a PSA due to [***], then Client shall be responsible for the costs of such Reserved Capacity [***].
Sample 1
1Management. Within fifteen days (15) days after the Original Effective Date, the Parties shall establish a cross-functional, joint steering committee (the “Joint Steering Committee” or the “JSC”) which shall oversee the research collaboration between the Parties, including Allogeneic CTL Programs, Autologous Programs (solely following the exercise of the applicable Option pursuant to Section 2.2 of the License Agreement), and any agreed New Research Programs conducted under this Agreement and the License Agreement. In the case of the Autologous Programs prior to the exercise of the applicable Option, Institute shall report to the JSC (including prior to exercise of the EBV Autologous Option or the [ * ] Option) but the JSC shall have no power to vary or supervise such programs.
Sample 1
1Management. The business and affairs of the Company shall be managed by and under the direction of the Managing Member. The Managing Member shall be the “manager” of the Company for purposes of the Act. The Managing Member shall have complete and exclusive good faith discretion in the management and control of the affairs and business of the Company and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company and to performing all acts and entering into and performing all Contracts and other undertakings that it may deem necessary or advisable or incidental thereto, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement.
Sample 1
1Management. Client shall provide, either by itself or through its third party supplier, to SBL free of charge, Client Materials in amounts reasonably necessary to carry out the Services as agreed by the Parties. SBL shall make Commercially Reasonable Efforts to import the Client Materials to the Republic of Korea in a timely manner, and Client shall provide reasonable assistance necessary for such a timely importation. Delivery conditions for the Client Materials shall be [***] (INCOTERMS 2010) provided that the [***]. During Technology Transfer, the Core Team shall agree on estimates for Client Materials anticipated to be consumed in the Manufacture of each Batch. Although SBL will make Commercially Reasonable Efforts to use no more than those amounts, SBL will not be responsible for Client Materials used in excess of the agreed-upon estimate; provided, however, that (a) SBL shall be responsible for any excessive use, loss, spoilage, or waste of such Client Materials to the extent caused by [***] and (b) notwithstanding anything to the contrary, SBL will not [***]. The Parties will mutually agree, in good faith and based on industry standard, upon strategies regarding Client Material safety stock and sourcing from qualified vendors. In the event SBL is not able to utilize any Reserved Capacity reserved for Manufacturing Product according to an agreed-upon forecast or manufacturing plan [***], then Client shall be responsible for [***].
Sample 1

Related to 1Management

  • Traffic Management 9.2.1 During the Operating Period, Developer shall be responsible for the general management of traffic on the Project. Developer shall manage traffic so as to preserve and protect safety of traffic on the Project and Related Transportation Facilities and, to the maximum extent practicable, to avoid disruption, interruption or other adverse effects on traffic flow, throughput or level of service on the Project and Related Transportation Facilities. Developer shall conduct traffic management in accordance with all applicable Technical Provisions, Technical Documents, Laws and Governmental Approvals, and in accordance with the Traffic Management Plan. 9.2.2 Developer shall prepare and submit to TxDOT and the Independent Engineer for TxDOT approval a Traffic Management Plan for managing traffic on the Project and Related Transportation Facilities after the commencement of traffic operations on any portion of the Project, addressing (a) orderly and safe movement and diversion of traffic on Related Transportation Facilities during Project construction, (b) orderly and safe movement of traffic on the Project and (c) orderly and safe diversion of traffic on the Project and Related Transportation Facilities necessary in connection with field maintenance and repair work or Renewal Work or in response to Incidents, Emergencies and lane closures. Developer shall prepare the Traffic Management Plan according to the schedule set forth in the Technical Provisions. The Traffic Management Plan shall comply with the Technical Provisions and Technical Documents concerning traffic management and traffic operations. Developer shall carry out all traffic management during the Term in accordance with the approved Traffic Management Plan. 9.2.3 Developer shall implement the Traffic Management Plan to promote safe and efficient operation of the Project and Related Transportation Facilities at all times during the course of any construction or operation of the Project and during the Utility Adjustment Work. 9.2.4 TxDOT shall have at all times, without obligation or liability to Developer, the right 9.2.4.1 Issue Directive Letters to Developer regarding traffic management 9.2.4.2 Provide on the Project, via message signs or other means consistent with Good Industry Practice, non-Discriminatory traveler and driver information, and other public information (e.g. amber alerts), provided that the means to disseminate such information does not materially interfere with the functioning of the ETCS.

  • General Management In the discharge of its general duty to manage the successful performance of the Services, Vendor shall: 3.2.1.1. within thirty (30) calendar days of the Effective Date, identify to Citizens the primary and secondary management contacts responsible for the oversight and management of Services for Citizens; 3.2.1.2. ensure Vendor Staff tasked with management and oversight of the Services are available promptly to perform Services during Business Hours; 3.2.1.3. ensure each assigned Adjuster submits a time record directly to Vendor’s manager or point of contact. At any time during this Agreement, Citizens may require copies of time records from Vendor; 3.2.1.4. ensure that no Vendor Staff carries a weapon on their person while performing Services; 3.2.1.5. ensure that no Vendor Staff uses impairing drugs, chemicals, or alcohol while performing Services; 3.2.1.6. ensure that Vendor Staff avoid using their duties and obligations under this Agreement to engage in any conduct that could create either an actual or perceived conflict of interest, such as due to an ongoing business relationship with an entity other than Citizens that would enable Vendor Staff to receive an improper benefit or unfair competitive advantage; 3.2.1.7. ensure that the Services comply with the Best Claims Practices & Estimating Guidelines as applicable to each Service Category and any other policies or processes set forth by Citizens, including but not limited to: a. monitoring applicable file production on a weekly basis to determine compliance with Citizens’ production requirements; and, b. providing detailed reports to Citizens related to Vendor performance upon request.

  • Virus Management DST shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within DST environment.

  • 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.

  • Patch Management All workstations, laptops and other systems that process and/or 20 store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or 21 transmits on behalf of COUNTY must have critical security patches applied, with system reboot if 22 necessary. There must be a documented patch management process which determines installation 23 timeframe based on risk assessment and vendor recommendations. At a maximum, all applicable 24 patches must be installed within thirty (30) calendar or business days of vendor release. Applications 25 and systems that cannot be patched due to operational reasons must have compensatory controls 26 implemented to minimize risk, where possible.

  • Network Management 56.1 CLEC and CenturyLink will exchange appropriate information (e.g., network information, maintenance contact numbers, escalation procedures, and information required to comply with requirements of law enforcement and national security agencies) for network management purposes. In addition, the Parties will apply sound network management principles to alleviate or to prevent traffic congestion and to minimize fraud associated with third number billed calls, calling card calls, and other services related to this Agreement. 56.2 The Parties will employ characteristics and methods of operation that will not interfere with or impair the Parties’ networks, or the network of any third parties or Affiliated companies, connected with or involved directly in the network or facilities of CenturyLink. 56.3 CLEC shall not interfere with or impair service over any circuits, facilities or equipment of CenturyLink, its Affiliated companies, or its connecting and concurring carriers. 56.4 If CLEC causes any impairment or interference, CenturyLink shall promptly notify CLEC of the nature and location of the problem and that, unless promptly rectified, a temporary discontinuance of the use of any circuit, facility or equipment may be required. The Parties agree to work together to attempt to promptly resolve the impairment or interference. If CLEC is unable to promptly remedy, then CenturyLink may, at its option, temporarily discontinue the use of the affected circuit, facility or equipment until the impairment is remedied. 56.5 Any violation of Applicable Law or regulation regarding the invasion of privacy of any communications carried over CenturyLink’s facilities, or that creates hazards to the employees of CenturyLink or to the public, is also considered an impairment of service. 56.6 CenturyLink shall give advanced notice to CLEC of all non-scheduled maintenance or other planned network activities to be performed by CenturyLink on any Network Element, including any hardware, equipment, software, or system, providing service functionality of which CLEC has advised CenturyLink may potentially impact CLEC End Users. 56.7 The Parties shall provide notice of network changes and upgrades in accordance with 47 C.F.R. §§51.325 through 51.335. CenturyLink may discontinue any Interconnection arrangement, Telecommunications Service, or Network Element provided or required hereunder due to network changes or upgrades after providing CLEC notice as required by this Section. CenturyLink agrees to cooperate with CLEC and/or the appropriate regulatory body in any transition resulting from such discontinuation of service and to minimize the impact to customers which may result from such discontinuance of service.

  • SITE MANAGEMENT We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Management of Company 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs. 5.1.2 Except as otherwise provided in this Agreement, all decisions and documents relating to the management and operation of the Company shall be made and executed by a Majority in Interest of the Members. 5.1.3 Third parties dealing with the Company shall be entitled to rely conclusively upon the power and authority of a Majority in Interest of the Members to manage and operate the business and affairs of the Company.

  • Stormwater Management a) The Owner AGREES to implement the requirements incorporated in the Draft Plan Conditions attached as Schedule “F” and any reports submitted to Kawartha Region Conservation Authority and the City pertaining to: i) pre and post development run-off flows and water balance calculations, and the intended means of conveying stormwater flow from each Lot, Block and the entire proposed Plan of Subdivision; ii) the anticipated impact of the Plan of Subdivision on water quality and phosphorus control, as it relates to fish and fish habitat once adequate protective measures have been taken; iii) the means whereby erosion and sedimentation and their effects will be minimized on the site during and after construction; iv) the site soil conditions, including grain size distribution profiles; v) a site grading plan. b) The Owner AGREES to erect and maintain all stormwater management and erosion and sedimentation control structures operating and in good repair during the construction period, in a manner satisfactory to Kawartha Region Conservation Authority and the City. c) Prior to the execution of this Agreement, the Owner AGREES to confirm to the City that Conservation Authority has reviewed and approved the stormwater management report and plan, erosion and sedimentation plan, and final Lot Grading Plans as required under this Section. a) UPGRADES TO EXISTING STORM SEWER b) UPGRADES TO EXISTING SANITARY SEWER

Most Referenced Clauses

Most Referenced Definitions