Concerning the Danskammer/Roseton OL Independent Manager of Danskammer OL LLC and Roseton OL LLC Sample Clauses

Concerning the Danskammer/Roseton OL Independent Manager of Danskammer OL LLC and Roseton OL LLC. Notwithstanding anything contained herein to the contrary, this Agreement has been executed by Wilmington Trust Company not in its individual capacity but solely in its capacity as independent manager of each of Danskammer OL LLC and Roseton OL LLC (in such capacities, collectively, the “Danskammer/Roseton OL Independent Manager”), and in no event shall Wilmington Trust Company in its individual capacity or as Danskammer/Roseton OL Independent Manager have any liability for the representations, warranties, covenants, agreements or other obligations of either of Danskammer OL LLC or Roseton OL LLC or any other Person hereunder or other documents delivered pursuant hereto. For all purposes of this Agreement, in the performance of any duties or obligations of the Danskammer/Roseton OL Independent Manager hereunder, the Danskammer/Roseton OL Independent Manager shall be entitled to the benefits of the terms and provisions of the Limited Liability Company Agreements of Danskammer OL LLC and Roseton OL LLC, as applicable.
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Concerning the Danskammer/Roseton OL Independent Manager of Danskammer OL LLC and Roseton OL LLC. Notwithstanding anything contained herein to the contrary, this Settlement Agreement has been executed by Wilmington Trust Company not in its individual capacity but solely in its capacity as independent manager of each of Danskammer OL LLC and Roseton OL LLC (in such capacities, collectively, the “Danskammer/Roseton OL Independent Manager”), and in no event shall Wilmington Trust Company in its individual capacity or as Danskammer/Roseton OL Independent Manager have any liability for the representations, warranties, covenants, agreements or other obligations of either of Danskammer OL LLC or Roseton OL LLC or any other Person hereunder or other documents delivered pursuant hereto. For all purposes of this Settlement Agreement, in the performance of any duties or obligations of the Danskammer/Roseton OL Independent Manager hereunder, the Danskammer/Roseton OL Independent Manager shall be entitled to the benefits of the terms and provisions of the Limited Liability Company Agreements of Danskammer OL LLC and Roseton OL LLC, as applicable. 11-38111-cgm Doc 739-1 Filed 05/30/12 Entered 05/30/12 19:16:16 Exhibit 1 - Amended And Restated Settlement Agreement Pg 46 of 165 11-38111-cgm Doc 739-1 Filed 05/30/12 Entered 05/30/12 19:16:16 Exhibit 1 - Amended And Restated Settlement Agreement Pg 47 of 165 11-38111-cgm Doc 739-1 Filed 05/30/12 Entered 05/30/12 19:16:16 Exhibit 1 - Amended And Restated Settlement Agreement Pg 48 of 165 11-38111-cgm Doc 739-1 Filed 05/30/12 Entered 05/30/12 19:16:16 Exhibit 1 - Amended And Restated Settlement Agreement Pg 49 of 165 11-38111-cgm Doc 739-1 Filed 05/30/12 Entered 05/30/12 19:16:16 Exhibit 1 - Amended And Restated Settlement Agreement Pg 50 of 165 11-38111-cgm Doc 739-1 Filed 05/30/12 Entered 05/30/12 19:16:16 Exhibit 1 - Amended And Restated Settlement Agreement Pg 51 of 165 11-38111-cgm Doc 739-1 Filed 05/30/12 Entered 05/30/12 19:16:16 Exhibit 1 - Amended And Restated Settlement Agreement Pg 52 of 165 11-38111-cgm Doc 739-1 Filed 05/30/12 Entered 05/30/12 19:16:16 Exhibit 1 - Amended And Restated Settlement Agreement Pg 53 of 165 11-38111-cgm Doc 739-1 Filed 05/30/12 Entered 05/30/12 19:16:16 Exhibit 1 - Amended And Restated Settlement Agreement Pg 54 of 165 11-38111-cgm Doc 739-1 Filed 05/30/12 Entered 05/30/12 19:16:16 Exhibit 1 - Amended And Restated Settlement Agreement Pg 55 of 165 11-38111-cgm Doc 739-1 Filed 05/30/12 Entered 05/30/12 19:16:16 Exhibit 1 - Amended And Restated Settlement Agreement Pg 56 of 165 11-38...
Sample 1

Related to Concerning the Danskammer/Roseton OL Independent Manager of Danskammer OL LLC and Roseton OL LLC

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Relationship Among Parties CNHCA and the Seller acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to CNHCA and the Seller with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, CNHCA, the Seller or any other person. Additionally, none of the Underwriters are advising CNHCA, the Seller or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. CNHCA and the Seller shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to CNHCA or the Seller with respect to any such legal, tax, investment, accounting or regulatory matters. Any review by the Underwriters of CNHCA, the Seller, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of CNHCA or the Seller.

  • Rights and Obligations of the Limited Partners 8.1 Management of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • Relationship Among the Parties Consultant acknowledges that it is not an officer, director or agent of the Company, it is not, and will not, be responsible for any management decisions on behalf of the Company, and may not commit the Company to any action. The Company represents that the consultant does not have, through stock ownership or otherwise, the power neither to control the Company, nor to exercise any dominating influences over its management. Consultant understands and acknowledges that this Agreement shall not create or imply any agency relationship among the parties, and Consultant will not commit the Company in any manner except when a commitment has been specifically authorized in writing by the Company. The Company and the Consultant agree that the relationship among the parties shall be that of independent contractor.

  • LIMITATION OF LIABILITY OF THE TRUSTEES, OFFICERS, AND SHAREHOLDERS A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the respective Fund.

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to, and covenant with, each Underwriter as follows:

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