Appointment and Empowerment Sample Clauses

Appointment and Empowerment. The Class A Member is hereby designated as the “partnership representative” of the Company within the meaning of § 6223(a) of the Code (the “Partnership Representative”). The Partnership Representative is authorized and required to represent the Company in connection with all examinations, audits and claims in respect of the Company’s affairs by U.S. federal, state or local Tax Authorities, including any resulting administrative and judicial proceedings (each such examination or claim, a “Tax Proceeding”), and to expend funds for professional services and other expenses reasonably incurred in connection therewith. The Partnership Representative shall keep the Members fully apprised of any action required to be taken or which may be taken by the Partnership Representative for the Company with respect to any such Tax Proceeding. The Partnership Representative shall keep the Class A Member and the Members reasonably informed of the progress of any Tax Proceeding with respect to Taxes of the Company .. Except as otherwise provided in this Agreement, all elections by the Company for income and franchise Tax purposes, all determinations for Tax purposes and any other Tax decisions and actions with respect to the Company, including in connection with any Tax Proceeding, and all other matters relating to all Tax returns (including amended returns) filed by the Company, will be made by the Partnership Representative in its reasonable discretion. Each Member will, upon request, promptly supply any information necessary to give proper effect to any election made by the Company.
Sample 1
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Related to Appointment and Empowerment

  • Appointment of FTIS The Investment Company hereby appoints FTIS as transfer agent for Shares of the Investment Company, as service agent in connection with dividend and distribution functions, and as shareholder servicing agent for the Investment Company, and FTIS accepts such appointment and agrees to perform the following duties.

  • Appointment of Agents and Advisors The Collateral Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, appraisers or other experts or advisors selected by it in good faith as it may reasonably require and will not be responsible for any misconduct or negligence on the part of any of them.

  • Appointment of Advisors (a) The Parties shall agree to the scope and engagement terms of all joint Advisors to Holdco and/or the Parties in connection with the Transaction. Xxxxxx Xxxx & Xxxxxxxx LLP has been jointly selected by the Parties to represent the consortium in connection with the Transaction as international counsel.

  • Appointment of Agents The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the Investment Company Act of 1940, as amended, to act as a custodian, as its agent to carry out such of the provisions of this Article 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Appointment and Services (a) The Trust appoints the Administrator to provide the administrative services set out in Appendix A to this Agreement (the “Administrative Services”) for the benefit of the Trust and the Funds. The Administrator accepts its appointment and agrees to provide the Administrative Services for the compensation set out in this Agreement.

  • Appointment of the Agents (A) Each other Finance Party (other than the relevant Agent) appoints each Agent to act in that capacity under and in connection with the Finance Documents.

  • Appointment of Administrators (a) The Administrators shall be appointed by the Holder of the Common Securities and may be removed by the Holder of the Common Securities or may resign at any time. Upon any resignation or removal, the Holder of the Common Securities shall appoint a successor Administrator. Each Administrator shall execute this Trust Agreement thereby agreeing to comply with, and be legally bound by, all of the terms, conditions and provisions of this Trust Agreement. If at any time there is no Administrator, the Property Trustee or any Holder who has been a Holder of Trust Securities for at least six months may petition any court of competent jurisdiction for the appointment of one or more Administrators.

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • Appointment and Term The Members will be entitled to appoint from time to time persons to serve as the managers (each, a "Manager") on the Board of Managers. Managers will serve until their respective successors are appointed by the Members, as provided under Section 4.11 herein, or until their earlier death, disability, resignation, retirement or removal, pursuant to Section 4.10 herein. Each Manager is hereby designated as a "manager" of the Company within the meaning of Section 18-101(10) of the Act.

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