Contract with the Manager Sample Clauses

Contract with the Manager. (a) Without limitation upon the other powers set forth herein, the Managers are expressly authorized for, in the name and on behalf of the Company to: (i) Cause the Company Members for expenses incurred accordance with Section 11.8; to reimburse the Managers and on behalf of the Company in (ii) Permit the Partnership to borrow monies from the Managers in connection with the development, construction, and operations of the Projects as contemplated and permitted by the Credit Agreement; (iii) Permit the Partnership to engage South Bay Partners, Inc., an Affiliate of Craig W. Spaulding, to prxxxxx xxxxxxx xxxxlopment services to the Partnership to develop the Project pursuant to the terms and conditions of a Development Services Agreement, the form and substance of which is set forth in Exhibit "B" attached hereto; (iv) Permit the Partnership to engage Jerry Erwin Associates, Inc., an Xxxiliate of Jerry Erwin, to manage the Xxxxxxx xursuant to the terms and conditions or a Property Management Agreement, the form and substance of which is set forth in Exhibit "C" attached hereto. (b) The Company may not enter into, nor may the Managers permit the Partnership to enter into, any other agreement, contract, or arrangement with a Manager, Member, or aa Affiliate thereof or provide for an amendment for any of the pre-authorized transactions, pursuant to which such person may profit or benefit, unless and until each of the following conditions is satisfied: (i) Such agreement, contract, or arrangement or amendment is embodied in a written contract that described the goods to be provided, the services to be rendered or the property to be sold, transferred, assigned, or conveyed, and all compensation, payments, remuneration, or other consideration to be paid; (ii) Such agreement, contract, or arrangement is promptly disclosed and its terms summarized in the reports to the Members and to Emeritus; (iii) Such agreement, contract, or arrangement is approved or ratified by a majority vote of the Member (excluding for this purpose the Interests held by the interested Member) and by Emeritus; and (iv) Once approved, such agreement, contract, or arrangement may not be amended, modified, or supplemented without the prior approval of a majority of the Members (excluding for this purpose the Interests held by the interested Member) and by Emeritus. (c) The foregoing provisions are specifically included herein for the benefit of the Company and all the Members to enable the Compa...
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Related to Contract with the Manager

  • Service with the Company During the Term of this Agreement, Executive agrees to perform such executive employment duties as the Board or the President shall reasonably assign to him from time to time.

  • Contact with Third Parties In the event that Supplier receives a request from a third party (including an individual) to access any Personal Information in Supplier’s possession, Supplier will promptly forward a copy of such request to DXC and will cooperate with DXC in responding to any such request. Upon DXC’s request, Supplier will make Personal Information in its possession available to DXC or any Third Party designated in writing by DXC and will update Personal Information in Supplier’s possession in accordance with DXC's written instructions. If any government or competent authority requests Supplier to disclose or allow access to Personal Information, Supplier shall, unless legally prohibited, immediately notify DXC of such request and shall not disclose or allow access to such Personal Information without first giving DXC an opportunity to consult with the requesting government or authority to seek to prevent such disclosure or access. Supplier will respond to any such government or enforcement authority request only after consultation with DXC and at DXC’s discretion, unless otherwise required by law. Supplier shall promptly notify DXC if any complaints are received from Third Parties about its Processing of Personal Information, and Supplier shall not make any admissions or take any action that may be prejudicial to the defense or settlement of any such complaint. Supplier shall provide DXC with such reasonable assistance as it may require in connection with resolving any such complaint.

  • Trustee Dealings with the Company Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

  • Relationships with the Company Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

  • Conflict with TIA If any provision hereof limits, qualifies or conflicts with a provision of the TIA that is required under the TIA to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed (i) to apply to this Indenture as so modified or (ii) to be excluded, as the case may be.

  • Joint Funded Project with the Ohio Department of Transportation In the event that the Recipient does not have contracting authority over project engineering, construction, or right-of-way, the Recipient and the OPWC hereby assign certain responsibilities to the Ohio Department of Transportation, an authorized representative of the State of Ohio. Notwithstanding Sections 4, 6(a), 6(b), 6(c), and 7 of the Project Agreement, Recipient hereby acknowledges that upon notification by the Ohio Department of Transportation, all payments for eligible project costs will be disbursed by the Grantor directly to the Ohio Department of Transportation. A Memorandum of Funds issued by the Ohio Department of Transportation shall be used to certify the estimated project costs. Upon receipt of a Memorandum of Funds from the Ohio Department of Transportation, the OPWC shall transfer funds directly to the Ohio Department of Transportation via an Intra- State Transfer Voucher. The amount or amounts transferred shall be determined by applying the Participation Percentages defined in Appendix D to those eligible project costs within the Memorandum of Funds. In the event that the Project Scope is for right-of-way only, notwithstanding Appendix D, the OPWC shall pay for 100% of the right-of-way costs not to exceed the total financial assistance provided in Appendix C.

  • Cooperation with the Company The Executive agrees [a] to be reasonably available to answer questions for the Group’s (and any Group Member’s) officers regarding any matter, project, initiative or effort for which the Executive was responsible while employed by any Group Member and [b] to cooperate with the Group (and with each Group Member) during the course of all third-party proceedings arising out of the Group’s (and any Group Member’s) business about which the Executive has knowledge or information. For purposes of this Agreement, [c] “proceedings” includes internal investigations, administrative investigations or proceedings and lawsuits (including pre-trial discovery and trial testimony) and [d] “cooperation” includes [i] the Executive’s being reasonably available for interviews, meetings, depositions, hearings and/or trials without the need for subpoena or assurances by the Group (or any Group Member), [ii] providing any and all documents in the Executive’s possession that relate to the proceeding, and [iii] providing assistance in locating any and all relevant notes and/or documents.

  • Relationship with the Lenders (a) The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement. (b) Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formulae).

  • Business with the Group The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

  • Employment with the Company While Executive is employed by the Company during the Term, Executive shall be employed as the Chief Financial Officer of the Company, and such other titles as the Company may designate, and shall perform such duties and responsibilities as the Company shall assign to him from time to time, including duties and responsibilities relating to the Company's wholly-owned and partially owned subsidiaries and other affiliates.

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