Exercise of Contractual Rights. In order to facilitate Maintenance Outage coordination of the CAISO Controlled Grid by the CAISO, each Participating TO shall, to the extent that the Participating TO has contractual rights to do so: (1) coordinate Maintenance Outages with non- Participating Generators; and (2) exercise its contractual rights to require maintenance by non-Participating Generators in each case in such manner as the CAISO approves or requests. The requirements of this Section 7.2 shall not apply to any non- Participating Generator with a rated capability of less than 50 MW.
Exercise of Contractual Rights. The Company, its Members and the holders of Unit Equivalents recognize, acknowledge and agree that each of the Members has substantial financial interests in the Company to preserve and that the exercise by them of any of their respective rights under this Agreement or any of other agreements contemplated hereby shall not, per se, be deemed to constitute a lack of good faith, a breach of fiduciary duties or unfair dealing.
Exercise of Contractual Rights. The Company and the Holders recognize, acknowledge and agree that the Holders have substantial financial interests in the Company to preserve and that the exercise by them of any of their respective rights under this Agreement or any of other agreements between the Company and one or more Holders shall not be deemed to constitute a lack of good faith, a breach of any fiduciary duty or unfair dealing.
Exercise of Contractual Rights. In order to facilitate Maintenance Outage coordination of the ISO Controlled Grid by the ISO, each Participating TO shall, to the extent that the Participating TO has contractual rights to do so: (1) coordinate Maintenance Outages with Non-Participating Generators; and (2) exercise its contractual rights to require maintenance by Non-Participating Generators in each case in such manner as the ISO approves or requests. The requirements of this Section 7.2 shall not apply to any Non-Participating Generator with a rated capability of less than 50 MW.
Exercise of Contractual Rights. Each Member and Rollover Holdco Member recognizes, acknowledges and agrees that the Principals, MSG, The Madison Square Garden Company, Rollover Holdco, the Employee Rollover Holdco Members and the Board have substantial financial interests in the Company to preserve and that, to the fullest extent permitted by law, except as otherwise provided (if at all) in Section 4.3, the exercise by any Principal, Director, Member, The Madison Square Garden Company or Rollover Holdco Member of his, her or its rights under this Agreement (including any exercise by a Principal, Director, Member or Rollover Holdco Member of any right to authorize or approve (or refrain from authorizing or approving) any transaction to which the Company is or may be a party) may be made by such Principal, Director, Member, The Madison Square Garden Company or Rollover Holdco Member in his, her or its sole discretion and shall not be deemed to constitute a lack of good faith, breach of fiduciary duty or unfair dealing. [The next page is the signature page] The parties hereto have executed this Second Amended and Restated Limited Liability Company Agreement as of the date first written above. TAO GROUP HOLDINGS LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Co-President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Co-President By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Co-President By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Co-President [Member signatures begin on the next page] TAO Group Holdings LLC Second Amended and Restated Limited Liability Company Agreement Signature Page MSG TG, LLC By: /s/ Xxxxx X’Xxxxxx Name: Xxxxx X’Xxxxxx Title: President & Chief Executive Officer Address: The Madison Square Garden Company Xxx Xxxxxxxxxxxx Xxxxx Xxx Xxxx, XX 00000 Attention: General Counsel and a copy to: Xxxxxx Xxxxxxx & Xxxx LLP Xxx Xxxxxxx Xxxx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxxxx TAO Group Holdings LLC Second Amended and Restated Limited Liability Company Agreement Signature Page Solely with respect to its rights and obligations under Sections 6.6 (other than 6.6(c) and 6.6(d)), 6.8, 6.9 (other than 6.9(b)) and Article VIII (insofar as Article VIII relates to its rights and obligations under Sections 6.6 (other than 6.6(c) and 6.6(d)), 6.8 and 6.9 (other than 6.9(b)): THE MADISON SQUARE GARDEN COMPANY By: /s/ Xxxxx X’Xxxxxx Name: Xxxxx X’Xxxxxx Title: President & Chief Executive Officer Address: The Madison Square Garden Company Xxx Xxxxxxxxxxxx Xxxxx ...
Exercise of Contractual Rights. 638 A. Notification 639 County will notify City, no later than thirty (30) Days prior, of any upcoming County Board meeting prior 640 to exercising County’s rights and obligations under the Service Agreement that the County does not 641 delegate to the County Agreement Representative. The obligation to notify the City does not prevent the 642 County from unilaterally exercising such rights and obligations. Examples include:
Exercise of Contractual Rights. To exercise any conversion privileges, subscription rights, settlement options or any other contractual rights available in connection with any asset of the Fund.
Exercise of Contractual Rights. The Company and its ------------ ------------------------------ Stockholders recognize, acknowledge and agree that the Stockholders have substantial financial interests in the Company to preserve and that the exercise by them of any of their respective rights under this Agreement or any of the other agreements contemplated hereby shall not be deemed to constitute a lack of good faith, a breach of fiduciary duties or unfair dealing.
Exercise of Contractual Rights. Each Member recognizes, acknowledges and agrees that TAO and Hakkasan Parent have substantial financial interests in the Company to preserve and that, to the fullest extent permitted by law, except as otherwise provided (if at all) in Section 4.3, the exercise by any Director or Member of his, her or its rights under this Agreement (including any exercise by a Director or Member of any right to authorize or approve (or refrain from authorizing or approving) any transaction to which the Company is or may be a party) may be made by such Director or Member in his, her or its sole discretion and shall not be deemed to constitute a lack of good faith, breach of fiduciary duty or unfair dealing. [The next page is the signature page] The parties hereto have executed this Amended and Restated Limited Liability Company Agreement as of the date first written above. TAO GROUP SUB-HOLDINGS LLC By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Co-Chief Executive Officer [Member signatures begin on the next page] HAKKASAN USA, INC. By /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Authorised Signatory By /s/ Xxxx Xxxxx Xxxxx Name: Xxxx Xxxxx Elwan Title: Authorised Signatory TAO GROUP HOLDINGS LLC By /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Co-Chief Executive Officer EXHIBIT A DEFINITIONS
Exercise of Contractual Rights. The Company, and its Members recognize, acknowledge and agree that the parties have substantial financial interests in the Company to preserve and that the exercise by them of any of their respective rights under this Agreement or any of other agreements contemplated hereby, in and of itself, shall not be deemed to constitute a lack of good faith, a breach of fiduciary duties or unfair dealing. The foregoing shall not be deemed a waiver of a Member’s right to challenge whether the manner in which such right has been exercised is in breach of this Agreement, in bad faith, in breach of a fiduciary duty or that such exercise involved unfair dealing.
