Continuing Management Sample Clauses

Continuing Management. Seller shall carry on the business of Seller with respect to the Gathering System in substantially the same manner as Seller has heretofore and shall not introduce any new method of management, operation or accounting.
Sample 1
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Continuing Management. The parties agree that during the interim period between the date of the execution of this Agreement and the Closing Date, Buyer shall have the right to have one or more executive officers of Buyer (collectively, the "Executive") present at the offices of First American during such term, to review contracts, documents, instruments and other obligations of First American, to familiarize himself with the conduct and operations of First American, to acquaint himself with the officers and employees of First American, and to monitor the business operations of First American. The Executive shall have the opportunity to review and express his suggestions, comments and concerns regarding the business activities of First American during said period. In no event shall the Executive be considered to be an employee of First American, First American shall have no obligation to pay the Executive, or withhold taxes or provide benefits for the Executive. Notwithstanding the termination, closing, or other disposition or resolution of the terms and conditions of this Agreement and the matters contained herein, First American and the Stockholders agree with Buyer that in no event shall Buyer or the Executive incur any liability as a result of the actions, omissions, or other deeds of the Executive done pursuant to the above paragraph, and First American and Stockholders do hereby release, relinquish, waive, and hold Buyer and the Executive harmless from any and all losses, costs, expenses, claims, fees or other liabilities in connections with or related to, directly or indirectly, the actions, omissions, or deeds of the Executive in conducting the activities referred to herein. This release and waiver shall incorporate any and all acts, deeds and omissions of the Executive, including, but not limited to, the Executive's own negligence. This release is between the parties to this Agreement only, and does not limit any action of a third party or any Agency.
Sample 1
Continuing Management. Sellers shall cause P&K to operate and conduct the business of P&K in substantially the same manner as P&K has heretofore operated and shall cause P&K to refrain from introducing any materially new method of management, operation or accounting.
Sample 1
Continuing Management. Buyer covenants and agrees that following Closing and for the duration of the Earnout Period, unless Buyer and the Earnout Representative mutually agree otherwise, Xxxxxxxxxxx Xxxxx and Xxxxxxx Xxxxxx shall be the executive officers of Company. Buyer covenants and agrees that during the Earnout Period, the Sellers shall have the right to appoint two board members to the Company’s board of directors, who shall initially be Xx. Xxxxx and Xx. Xxxxxx. Any change to such an appointee shall be communicated by Representative (on behalf of the Sellers) to Buyer and Company in writing. Notwithstanding the foregoing, Buyer shall at all times control Company’s board of directors and, except as set forth in the paragraph above, can compose the board in any fashion it sees fit, including changing the number of directors.
Sample 1
Continuing Management. Each of the Management Sellers agrees that, while he remains employed by the Company but subject to the other provisions of this Article VI, he shall retain the following additional number of Ordinary Shares not constituting Ordinary Sale Shares on the date of Closing set forth opposite his name (such additional shares being referred to as the "Additional Shares"): Cairnie 36,945 Ordinary Shares Xxxxxxx 26,865 Ordinary Shares Gage 8,730 Ordinary Shares Xxxxxx 8,730 Ordinary Shares Xxxx 8,730 Ordinary Shares
Sample 1
Continuing Management. During the term of each of their respective employment agreements, Mr. Xxxxxx xxxll be President and CEO of each corporation included within the definition of Company, except for FIMI Securities, Inc. where he will be Vice President; Mr. Xxxxxxxxx xxxll be the Executive Vice President and CFO of each corporation included within the definition of Company; and Mr. Xxxxx xxxll be their Executive Vice President and COO of each corporation included within the definition of Company, except for FIMI Security, Inc. where he will be President.
Sample 1

Related to Continuing Management

  • Member Management Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Management (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:

  • Change Management BNY Mellon shall require that changes to its network or software used to provide the services are tested and applied pursuant to a documented change management process.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Management of Company All decisions relating to the business, affairs, and properties of the Company shall be made by the Member. The Member may appoint one or more managers and/or officers of the Company using any titles, and may delegate all or some decision-making duties and responsibilities to such persons. Any such managers and/or officers shall serve at the pleasure of the Member. To the extent delegated by the Member, managers and/or officers shall have the authority to act on behalf of, bind, and execute and deliver documents in the name and on behalf of the Company. In addition, unless otherwise determined the Member, any officer(s) so appointed shall have such authority and responsibility as is generally attributable to the holders of such officers in corporations incorporated under the laws of the state of Delaware. No delegation of authority hereunder shall cause the Member to cease to be a Member.

  • Property Management Borrower will provide for professional management of the Mortgaged Property by the Property Manager at all times under a property management agreement approved by Lender in writing. Borrower will not surrender, terminate, cancel, modify, renew or extend its property management agreement, or enter into any other agreement relating to the management or operation of the Mortgaged Property with Property Manager or any other Person, or consent to the assignment by the Property Manager of its interest under such property management agreement, in each case without the consent of Lender, which consent will not be unreasonably withheld.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • The Management Agreement Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

  • Program Management (WBS 1.1) All components of the Project Management Plan as implemented for the Base Contract and Options 1-4 will be reviewed and amended to reflect specific needs for Option 5 and the outcome of continuous process improvement evaluations.

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