AVAILABILITY OF OFFICERS Sample Clauses

AVAILABILITY OF OFFICERS. Section 1.1 The Manager shall provide the Group with the services of those Executive Officers from time to time agreed with the Parent. Section 1.2 The Executive Officers are entitled to direct the Manager to remove and replace any individual made available to any member of the Group by the Manager serving as an officer or any senior manager serving as head of a business unit, in either case, of that member of the Group other than any Executive Officer, from such position. The Board of Directors, in its sole discretion, shall be entitled to direct the Manager to remove any individual made available to the Parent by the Manager serving as an Executive Officer from such position and to appoint such other individual to serve as successor as the Board of Directors shall approve. Furthermore, the Manager agrees that it will not remove any individual made available to any member of the Group by the Manager serving as an officer or senior manager of that member of the Group from his or her position without the consent of the Executive Officers and, in the case of any Executive Officer, the Board of Directors. If any officer or senior manager who is made available to the Parent by the Manager resigns, is terminated or otherwise vacates his or her office, the Manager shall, as soon as practicable after acceptance of any resignation or after termination, use reasonable best efforts to identify suitable candidates for replacement of such officer. Section 1.3 The Parent may employ directly, at its sole cost, any other officers, senior managers or employees as it may deem necessary, and such individuals will not be subject to this Agreement. Section 1.4 The Manager will report to the Parent and the Board of Directors through any one of more of the Executive Officers who are made available to the Parent by the Manager or by the Chief Executive Officer of the Manager.
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AVAILABILITY OF OFFICERS. 10.1 The Executive Officers will be directly employed by the Owner outside of this Agreement. 10.2 The Manager shall make available to the Owner all such other officers, managers or employees that the Owner and the Manager agree shall be made available. 10.3 The Executive Officers are entitled to direct the Manager to remove and replace any individual serving as an officer or any senior manager serving as head of a business unit from such position. Furthermore, the Manager agrees that it will not remove any individuals serving as officers or senior managers from their respective positions without the prior written consent of the Executive Officers. If any officer or senior manager who is made available to the Owner by the Manager resigns, is terminated or otherwise vacates his office, the Manager shall, as soon as practicable after acceptance of any resignation or after termination, use reasonable best efforts to identify suitable candidates for replacement of such officer. 10.4 The Owner may employ directly any other officers, senior managers or employees as it may deem necessary that will not be subject to this Agreement. 10.5 The Manager will report to the Owner and the Board of Directors through the Executive Officers.
AVAILABILITY OF OFFICERS. SECTION 8.1 The Manager shall provide the Group with the services of those Executive Officers from time to time agreed with the Parent. To the extent Executive Officers are so provided by the Manager, the remuneration for such Executive Officers shall be reflected in the Management Fee and paid by the Manager. To the extent Executive Officers are not provided by the Manager but are instead employed by the Parent, the Management Fee payable hereunder shall be reduced, in arrears, by an amount equal to the aggregate costs of compensation and benefits and other incidental costs borne by the Parent as a result of such employment; provided that such reduction shall be no greater than an amount to be agreed on an annual basis as part of the annual budgeting process contemplated by Article X hereof; provided further, that, to avoid duplication, the Management Fee shall not be so reduced to the extent the management fees payable to the Other Manager have been reduced with respect to the foregoing costs of compensation, benefits and other incidental costs of the employment of the Executive Officers. SECTION 8.2 The Executive Officers are entitled to direct the Manager to remove and replace any individual made available to any member of the Group by the Manager serving as an officer or any senior manager serving as head of a business unit, in either case, of that member of the Group other than any Executive Officer, from such position. The Board of Directors, in its sole discretion, shall be entitled to direct the Manager to remove any individual made available to the Parent by the Manager serving as an Executive Officer from such position and to appoint such other individual to serve as successor as the Board of Directors shall approve. Furthermore, the Manager agrees that it will not remove any individual made available to any member of the Group by the Manager serving as an officer or senior manager of that member of the Group from his or her position without the consent of the Executive Officers and, in the case of any Executive Officer, the Board of Directors. If any officer or senior manager who is made available to the Parent by the Manager resigns, is terminated or otherwise vacates his or her office, the Manager shall, as soon as practicable after acceptance of any resignation or after termination, use reasonable best efforts to identify suitable candidates for replacement of such officer. SECTION 8.3 The Parent may employ directly, at its sole cost, any ot...
AVAILABILITY OF OFFICERS. The Manager will, from January 1, 2013 and during the term of this Agreement, provide the Owner with the services of those executive officers (“Executive Officers”) from time to time agreed with the Owner. Initially such Executive Officers shall consist of the Chief Executive Officer and President, the Chief Operating Officer and Senior Vice President, the Chief Financial Officer and the Deputy Chief Operating Officer.

Related to AVAILABILITY OF OFFICERS

  • Duties of Officers Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

  • Election of Officers After their election the Managers shall meet and organize by electing a President from their own number, a Secretary and a Treasurer, and any other officers determined to be necessary by the Board, who may, but need not, be Managers. Any two or more of such offices, except those of President and Secretary, may be held by the same person.

  • Duties of Officers Generally The Officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

  • Authority of Officers The officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Manager or the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the officers taken in accordance with such powers shall bind the Company.

  • Removal of Officers Any officer or agent may be removed by the Board of Managers at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create or be deemed to create any contract rights.

  • Compensation of Officers The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

  • Location of Offices The Borrower’s jurisdiction of organization, principal place of business and chief executive office and the office where the Borrower keeps all the Records is located at the address of the Borrower referred to in Section 12.2 hereof (or at such other locations as to which the notice and other requirements specified in Section 5.1(m) shall have been satisfied).

  • Appointment of Officers The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws.

  • Location of Office The Company shall make available to Executive an office and support services at the Company’s headquarters in Dallas/Plano, Texas area. Executive’s main office shall be at such location.

  • Term of Office Each officer shall hold office until his or her successor shall have been duly elected, until his or her death, or until he or she shall resign or shall have been removed in the manner hereinafter provided.

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