Delegation by Manager Sample Clauses

Delegation by Manager. The Manager shall have the power and authority to delegate to one or more Persons, agents and employees, such rights and powers to manage and control the business and affairs of the Fund as the Manager determines in the Manager’s sole discretion. The Manager shall have the power and authority, in its sole discretion, to appoint individuals to serve as officers of the Fund from time to time and determine their respective powers and authorities. Subject to the rights, if any, of any such Person under an employment agreement or other contract with the Fund, the power and authority of any such Person, agent or employee may be reduced or terminated, either with or without cause, by the Manager at any time in the Manager’s sole discretion.
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Delegation by Manager. The Manager shall have the power and authority to delegate to one or more Persons the Manager’s rights and powers to manage and control the business and affairs of the Company and each Series, including to delegate to Officers, agents and employees of the Company. The Manager may authorize any Person (including, without limitation, any Member or Officer) to enter into and perform under any document on behalf of the Company and each Series.
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Delegation by Manager. 3.5.1. Manager will have the right to delegate some or all of its responsibilities under this Agreement to one or more of: (i) any Affiliate or Affiliates of Manager; or (ii) Starwood or any other nationally recognized hospitality management company; or (iii) with Westgate’s approval, not to be unreasonably withheld, any other third party manager. Notwithstanding the foregoing, Manager expressly acknowledges and agrees that Manager shall not be entitled to, nor shall Manager delegate any responsibilities or duties hereunder, in whole or in part, to any Competitor of West­gate. Any such delegee must assume and agree to be bound by all applicable terms and provisions of this Agreement and the terms of any subordination or other agreement entered into by Manager in connection with any Westgate’s financing of the Timeshare Property. At Westgate’s request, Manager will deliver to Westgate an executed counterpart of the instrument effecting any such delega­tion by Manager and assumption by the delegee. Upon such engagement and delegation, any and all references herein to Manager shall mean such delegee(s) to the extent thereof. Notwithstanding any such delegation, Manager will remain liable to Westgate pursuant to the terms, covenants, and conditions contained in this Agreement and any such delegation will not relieve Manager of any obligation or liability resulting from a failure of performance hereunder.
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Delegation by Manager. The Manager may at any time employ any other Persons, including Persons and entities employed by, affiliated with, or related to the Manager or any Unit Holder, to perform services for the Company and its business, and may delegate all or part of his or her authority or control to any such other Persons; provided, however, that such employment or delegation shall not relieve the Manager of any responsibilities and obligations under this Agreement or under the law of the State of North Carolina.
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Delegation by Manager. The Manager can delegate any part of the right and power to manage the business and affairs of the Company, and to act for or to bind the Company, to persons, including employees or agents of the Company, who may be designated as officers (the “Officers”) of the Company, and assign titles (including, without limitation, Chairman, President, Financial Vice-President, Treasurer, and Secretary) to any such person. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Arizona Corporations Act, the assignment of such title will constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 2.2 may be revoked at any time by the Manager. An Officer may be removed with or without cause by the Manager. The initial Officers of the Company shall be: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Chief Executive Officer and President ▇▇▇▇▇▇▇ ▇▇▇▇▇ Chief Financial Officer and Secretary
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Related to Delegation by Manager

  • Termination by Manager Manager shall have the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to Owner. Manager shall also have the right to terminate this Agreement upon thirty (30) days written notice to Owner for non-payment of fees and expenses due Manager under the terms of this Agreement

  • Delegation by Trustees Subject only to any limitations required by federal law including the 1940 Act, the Trustees may delegate any and all powers and authority hereunder as they consider desirable to any officer of the Trust, to any committee of the Trustees, any committee composed of Trustees and other persons and any committee composed only of persons other than Trustees and to any agent, independent contractor or employee of the Trust or to any custodian, administrator, transfer or shareholder servicing agent, Manager, investment advisor or sub-advisor, Principal Underwriter or other service provider, provided that such delegation of power or authority by the Trustees shall not cause any Trustee to cease to be a Trustee of the Trust or cause such person, officer, agent, employee, custodian, transfer or shareholder servicing agent, Manager, Principal Underwriter or other service provider to whom any power or authority has been delegated to be a Trustee of the Trust. The reference in this Declaration of Trust to the right of the Trustees to, or circumstances under which they may, delegate any power or authority, or the reference in this Declaration of Trust to the authorized agents of the Trustees or any other Person to whom any power or authority has been or may be delegated pursuant to any specific provision of this Declaration of Trust, shall not limit the authority of the Trustees to delegate any other power or authority under this Declaration of Trust to any Person, subject only to any limitations under federal law including the 1940 Act.

  • Indemnification by Manager The Manager agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Manager, but only with reference to written information relating to the Manager furnished to the Company by the Manager specifically for inclusion in the documents referred to in the foregoing indemnity; provided, however, that in no case shall the Manager be responsible for any amount in excess of the Broker Fee applicable to the Shares and paid hereunder. This indemnity agreement will be in addition to any liability which the Manager may otherwise have.

  • Term of Agreement; Resignation and Removal of Administrator This Agreement shall continue in force until the dissolution of the Issuing Entity, upon which event this Agreement shall automatically terminate. (a) Subject to Sections 8(d) and 8(e), the Administrator may resign its duties hereunder by providing the Issuing Entity and the Indenture Trustee with at least 60 days’ prior written notice. (b) Subject to Sections 8(d) and 8(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice. (c) Subject to Sections 8(d) and 8(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within 30 days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuing Entity and the Indenture Trustee within seven days after the occurrence of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator acceptable to the Indenture Trustee and the Owner Trustee shall have been appointed by the Issuing Entity with the consent of the Owner Trustee and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

  • Termination by Owner for Cause This Agreement may be terminated by Owner (or the Property Manager may be required by Owner to change its personnel assigned as Property Manager for the Property) at any time during the term hereof upon written notice to Property Manager effective immediately for any of the following causes: (a) If Property Manager shall suspend or discontinue business; (b) If a court shall enter a decree or order for relief in respect of Property Manager in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal, state or foreign bankruptcy, insolvency or other similar law, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Property Manager or for any substantial part of its property, or for the winding‑up, dissolution or liquidation of its affairs, and such decree or order shall continue unstayed and in effect for a period of sixty (60) consecutive days or if Property Manager shall consent to any of the foregoing; (c) If Property Manager shall commence a voluntary case or action under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy insolvency or other similar law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Property Manager or for any substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing that it is unable, or fail generally to pay its debts as such debts become due, or take action in furtherance of any of the foregoing; (d) If Property Manager is grossly negligent or engages in willful misconduct with respect to its duties or obligations to Owner under this Agreement; or (e) If Property Manager commits any other material default in the performance of any of its obligations under this Agreement, unless such default is cured with thirty (30) days after written notice of such default is given to Property Manager, or, if not curable within thirty (30) days, commenced within such thirty (30) days and diligently prosecuted to completion.