Certain Agreements of the Members Sample Clauses

Certain Agreements of the Members. 28 Section 11.01.
Sample 1
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Certain Agreements of the Members. 6.2.1 Each Member, and its appropriate officers and employees, shall devote to the business of the Company such time and attention, and perform such services, as it reasonably determines to be necessary to fulfill its responsibilities under this Agreement. The Members shall cooperate in all aspects of the Company's business. The actual division of labor between the Members will be determined by the needs of the Company and particular Clients. The Company, with the assistance of each of the Members (as appropriate), will develop and price contract proposals to prospective Clients of the Company. 6.2.2 NCI shall be primarily (but not exclusively) responsible for supporting the Company's sales, marketing and training, including, specifically: (a) sales and marketing of all products or services of fered by the Company; (b) preparation of collateral material to support selling and marketing efforts for all products and services offered by the Company; (c) market research as deemed necessary; (d) Client Services, including Client evaluation, needs, billing and collection; (e) Client relations and project management, including participating jointly with MSS in Client projects; and (f) day-to-day business operations as necessary. 6.2.3 MSS shall be primarily (but not exclusively) responsible for supporting contract fulfillment with the Company's Clients, including specifically: (a) the creation of Client versions of the Disease Progression Explorers for Clients of the Company; (b) the creation of a demonstration version of the Disease Progression Explorer to be used by NCI in the marketing and sale of the Disease Progression Explorer; (c) training of Clients in the use of Client versions pursuant to the Client Contracts; (d) the facilitation of the submission of business reply solicitations to patients who have utilized MSS' genetic prognostics tests (assuming patient consent and the absence of the violation of any applicable laws) to further the development of the Company's Targeted Marketing Information Service; and (e) assisting NCI with the project management of Client versions of the Disease Progression Explorer or other medical education software tools developed for the Clients of the Company.
Sample 1
Certain Agreements of the Members. Each Member hereby covenants and agrees with the Company and each other Member as set forth in this Article XI, and, to the extent of any conflict or inconsistency between any provision of this Agreement and any provision of this Article XI, the provisions of this Article XI shall govern.
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Certain Agreements of the Members 
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Related to Certain Agreements of the Members

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Certain Agreements of the Underwriters Each Underwriter hereby represents and agrees that: (a) It has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that, solely as a result of use by such Underwriter, would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing. Notwithstanding the foregoing, the Underwriters may use the Pricing Term Sheet referred to in Annex B hereto without the consent of the Company. (b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

  • Other Business Activities of the Note Holders Each Note Holder acknowledges that each other Note Holder or its Affiliates may make loans or otherwise extend credit to, and generally engage in any kind of business with, the Mortgage Loan Borrower or any Affiliate thereof, any entity that is a holder of debt secured by direct or indirect ownership interests in the Mortgage Loan Borrower or any entity that is a holder of a preferred equity interest in the Mortgage Loan Borrower (each, a “Mortgage Loan Borrower Related Party”), and receive payments on such other loans or extensions of credit to Mortgage Loan Borrower Related Parties and otherwise act with respect thereto freely and without accountability in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

  • Limitations of Liability of Trustees and Shareholders of the Company The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.

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