Covenants of the Members. Each Member shall (a) timely furnish, and shall cause its Affiliates to timely furnish, such information as may be required to be provided under FCC Rules in, or in connection with, the License Company’s short-form application to participate in the Auction and post-Auction long-form application and associated filings; (b) subject to Section 10.1, not participate, and shall cause Affiliates that it controls to refrain from participating, directly or indirectly, in the Auction or in connection with any other actual or potential bidder in the Auction, to the extent such action would disqualify, restrict or limit the License Company from participating fully in the Auction or otherwise would violate any applicable FCC Rule and (c) shall take measures to comply with the FCC’s anti-collusion rule at Section 1.2105 of the FCC Rules and the FCC’s anonymous bidding procedures applicable to the Auction.
Covenants of the Members. Each Member covenants on behalf of itself, its successors, permitted assigns, heirs, and personal representatives, to execute and deliver with acknowledgment or affidavit, if required:
(a) All documents and writings that may be reasonably determined by the Manager to be necessary or appropriate to effect properly approved amendments to this Agreement, or amendments that the Manager is permitted to make without approval.
(b) All documents that may be reasonably determined by the Manager to be necessary or appropriate with respect to satisfying any tax or securities reporting or compliance responsibilities imposed upon the Company.
(c) All documents that may be reasonably determined by the Manager to be necessary or appropriate with regard to the carrying out of the Company Business.
Covenants of the Members. As the sole obligation of the -------------------------- Members under this Agreement, each of the Members, severally and not jointly, covenants as follows:
Covenants of the Members. The applicable Member(s) hereby covenant to, and agree with, the other Members and the Company, severally and not jointly and solely on its own behalf, as follows:
Covenants of the Members. The Members agree that for as long hereafter as any Member shall own a Membership Interest:
Covenants of the Members. (a) Each Member shall at all times (i) observe all corporate or limited liability company formalities, as the case may be, including the maintenance of current minute books, (ii) maintain, separate from any other Person, its own separate and distinct books of account, bank accounts and corporate or limited liability company records, (iii) maintain separate financial statements and cause its financial statements to be prepared and maintained in accordance with GAAP in a manner that indicates the separate existence of such Member and its assets and liabilities, (iv) pay all its liabilities out of its own funds (including the salaries of its own employees), (v) maintain and use its own separate stationary, invoices and checks, (vi) in all dealings with the public or third parties identify itself and conduct its own business under its own name as a separate and distinct legal entity rather than as a division of its parent, (vii) maintain an arm's-length relationship with its Affiliates and (viii) independently make decisions with respect to its business and daily operations.
(b) No Member shall (i) pledge its assets for the benefit of any other Person, (ii) commingle its assets with those of any other Person, (iii) assume or guarantee the liabilities or obligations of any other Person or otherwise hold out its credit as being available or able to satisfy the Indebtedness, liabilities or obligations of any other Person, (iv) acquire obligations or securities of, or make loans or advances to, any of its Affiliates, (v) permit there to be a complete identity of its managers and officers with the managers and officers of any of its Affiliates, (vi) incur any indebtedness, liabilities or obligations relating to the operation of its business or (vii) engage in any business activities other than holding and managing its Interests.
(c) Each Member will (i) take all actions necessary for the Company to timely apply and qualify to participate as a bidder in the Auction; (ii) timely furnish, and will cause its Affiliates to timely furnish, such information as may be required to be provided, under FCC Rules, in or in connection with the Company's short-form application to participate in the Auction and post-Auction long-form application and associated filings; (iii) not participate, and will cause Affiliates that it controls (i.e., Affiliates that AWS controls in the case of AWS Sub and Affiliates that CTC controls in the case of CTC) to refrain from participating, direct...
Covenants of the Members. Each of the Members hereby agree to vote its Percentage Interests to cause the Management Board to include three (3) members appointed by the Operating Members as Operating Member Designees, and two (2) members appointed by the Non-Operating Members as Non-Operating Member Designees. Any vacancies on the Management Board will be filled by the Member who originally appointed such member of the Management Board.
Covenants of the Members. 21 SECTION 6.01 Conduct of Business . . . . . . . . . . . . . . . . . 21 SECTION 6.02 Maintenance of Assets; Insurance. . . . . . . . . . . 22 SECTION 6.03 Employment and Noncompete Agreements. . . . . . . . . 22 SECTION 6.05
Covenants of the Members. Each Member covenants to the other Members and the Company that the Member (or if it is a disregarded entity, the entity that is treated as owning the Assets of the Member for U.S. federal income Tax purposes) is and will remain a “United States person” within the meaning of Section 7701(a)(30) of the Code and is not, and will not become, either (a) subject to withholding under Section 1446 of the Code, or (b) during the PTC Period, a Disqualified Person or a Related Person; provided that (x) each Member is either (A) classified as a C corporation for U.S. federal income Tax purposes or (B) an entity that, for U.S. federal Income Tax purposes, is disregarded as separate from its owner or classified as a partnership and, in each case in this subclause (B), all of whose members, partners, beneficiaries or owners are Persons described in subclause (A) or this subclause (B) (so long as, for the avoidance of doubt, if a member, partner, beneficiary or owner is a Person described in subclause (B), such Person’s ultimate taxpayer owner(s) are classified as C corporations for U.S. federal Income Tax purposes) (the “Corporate Ownership Structure”), and (y) each Member shall cooperate and provide the other Members and the Company with such assistance as may reasonably be requested in connection with verifying the Corporate Ownership Structure, including, for the avoidance of doubt, providing information regarding such Member’s (or its ultimate taxpayer owners’) utilization of depreciation, losses, tax credits, deductions, expenses, or tax benefits for purposes of calculating applicable deferred tax assets or tax items in rate base as required by a Ratemaking Authority.
Covenants of the Members. 20 5.1 Confidentiality.......................................20 5.2
