DUTIES OF OPERATING MANAGER Sample Clauses

DUTIES OF OPERATING MANAGER. The Operating Manager, consulting with the Principal LLC Officer as more specifically set forth in this Section 1.3, shall supervise and direct the day-to-day management and operations of the Wireless Network and will act at all times in a manner consistent with this Agreement. The day-to-day business and affairs of LLC will be conducted by the Operating Manager in accordance with the policies and direction established by the Management Committee under and pursuant to the terms of this Agreement, the Transition Plan and the Budget. The Operating Manager shall direct appropriate persons to perform such tasks as shall be necessary and appropriate to implement the direction and policies established by the Management Committee. To the extent that the Management Committee refrains from exercising any of the authority given to it under this Agreement, the Operating Manager shall conduct the day-to-day business and affairs of LLC under the authority of the Members Committee. Without limiting the foregoing, except as set forth in Section 1.4 below, the Management Committee hereby authorizes and directs the Operating Manager and the Operating Manager agrees to: (a) assume and be responsible for the day-to-day business operations of the Wireless Network, utilizing LLC Officers and employees and other persons designated by the Operating Manager and necessary to conduct such operations pursuant to the terms of this Agreement; (b) provide Xxxxx Xxxxxx (and the Principal LLC Officer if not Xxxxx Xxxxxx or a present employee of LLC) with an office and administrative support at the offices of LLC throughout the term of this Agreement and promptly inform the Principal LLC Officer of any significant actions and decisions proposed by the Operating Manager; and the Operating Manager agrees to cooperate with, and not take any actions to interfere with the functions of, the Principal LLC Officer hereunder; (i) subject to the prior approval of the Principal LLC Officer, establish and terminate bank accounts in connection with the day-to-day operations of the Wireless Network, establish signatories for bank accounts (which may include and require the signature of one or more Representatives of the Management Committee with respect to checks and obligations which must be paid on LLC's behalf and existing on the Effective Date (as defined in Section 6.1 hereof) of this Agreement), (ii) incur obligations on behalf of LLC in connection with the day-to-day business operations of the W...
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Related to DUTIES OF OPERATING MANAGER

  • Duties of Operator Operator shall perform all required testing of Manufacturer’s Bus in accordance with the FTA Regulations and the established testing procedures used at the bus testing facility and provided to Manufacturer which procedures are attached hereto marked Exhibit “A” and incorporated herein by this reference.

  • Statement of Operations Statement of Changes in Net Assets.

  • TRANSFER OF OPERATIONS Purchaser shall be entitled to immediate possession of, and to exercise all rights arising under, the Assets from and after the time that the Restaurants open for business on the Closing Date, and operation of the Restaurants shall transfer at such time (the "Effective Time"). Except as expressly provided in this Agreement, all profits, losses, liabilities, claims, or injuries arising before the Effective Time shall be solely to the benefit or the risk of Seller. All such occurrences after the Effective Time shall be solely to the benefit or the risk of Purchaser. The risk of loss or damage by fire, storm, flood, theft, or other casualty or cause shall be in all respects upon Seller prior to the Effective Time and upon the Purchaser thereafter.

  • Cessation of Operations Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

  • Continuity of Operations Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.

  • Commencement of Operations The Partnership shall not begin operations on its Leases unless the Managing General Partner is satisfied that necessary title requirements have been satisfied.

  • Maintenance of Operations The Company shall maintain operations at the Project for a minimum of ten (10) years beginning on the date the Project is Placed in Service. In addition to any other rights the Department may have under the terms of this Agreement, in the event that the Company discontinues of operations at the Project, such discontinuation may subject the Company to certain statutory provisions, including: 1. Pursuant to the Corporate Accountability for Tax Expenditures Act, 20 ILCS 715, et seq., a discontinuance of operations at the Project during the five-year period after the beginning of the first Taxable Year for which the Department issues a Certificate of Verification shall result in all Credits taken by the Company during such five-year period being deemed Wrongfully Exempted Illinois State Income Taxes and shall subject said Wrongfully Exempted Illinois State Income Taxes to the forfeiture provisions of Section VIII.D hereof. 2. Pursuant to Section 5-65 of the Act, discontinuance by the Company of operations at the Project during the term of this Agreement with the intent to terminate operations in the State of Illinois shall result in all Credits taken by the Company being deemed Wrongfully Exempted Illinois State Income Taxes and shall subject said Wrongfully Exempted Illinois State Income Taxes to the forfeiture provisions of Section VIII.D hereof.

  • Control of Operations Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (a) nothing contained in this Agreement shall give Parent or the Company, directly or indirectly, the right to control or direct the other party’s operations prior to the Effective Time and (b) prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

  • CONTINUITY OF OPERATION Section 1: No Strikes, Work Stoppages or Lockouts

  • PERIOD OF OPERATION Subject to certification, this Agreement shall come into force from the first pay period commencing on or after 1st December 2002 and shall remain in force until 31 October 2005.

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