Governance of the Partnership Sample Clauses

Governance of the Partnership. The management of the partnership will be carried out by the Partnership Management Committee (PMC). The day-to-day management of minor issues will be handled by clergy and administrative staff. Clergy will handle the day-to-day direction of shared staff. Composition of PMC: The Composition will be equal in number and balanced to include incumbent priest (All Saints’ Westboro) and minister (First United); senior warden (All Saints’ Westboro) and chair of Council (First United); two members from each congregation/vestry to be named by the respective partners. The treasurer (All Saints’ Westboro) and chair of finance (First United) will be non-voting resource people to the committee unless identified as one of the voting members for their respective congregation. The committee has the prerogative to determine how best to conduct its business, including how the committee will be chaired. The PMC will meet as needed and generally between six and ten times each year. Mandate of PMC: The mandate includes, but is not limited to, the following: • Oversee all aspects of the partnership; • Oversee the creation, mandate, work and duration of task specific committees; • Approve and oversee the expenditure of funds that fall within the spending purview of the partnership, seeking further approval as necessary; • Develop, approve and implement policies and procedures to guide the partnership; • Encourage and support the implementation and growth of the partnership; • Ensure the “Building Improvement Plan”, as well as the “Major Capital Improvement Plan”, proposed by the Joint Property Committee meets the needs of the partners and recommend this plan to the Corporation and Vestry of All Saints’ Westboro and to the Council of First United; • Oversee the usage of space • Solve problems and manage conflict, including space, property and staff-sharing issues; • Review on an ongoing basis the implementation of the partnership and oversee any required adjustments; • Conduct a formal evaluation of the Partnership at least once every five years. • Develop communication strategies to keep both congregations informed of the activities and progress of the partnership including the preparation of an Annual Partnership Report, to the Vestry of All Saints’ Westboro and the Congregation of First United PMC Sub-Committees:

Governance of the Partnership. 9.1 The Company shall oversee, administer and manage the Partnership in its capacity as general partner and the Partnership shall carry out the JV Activities, all subject to the provisions of the JV Agreement. 9.2 Except as specifically set forth in this Agreement, the Limited Partners shall take no part in the management, control or operation of the Partnership or its business and shall have no power or authority to act for the Partnership, bind the Partnership under agreements or arrangements with third parties, or vote on Partnership matters. 9.3 Subject to the provisions of [this Agreement and] the JV Agreement, and in accordance with the purpose of the Partnership as set forth in Section 2.2, the General Partner shall have the exclusive power and authority to perform acts associated with the management and control of the Partnership and its business, including the power and authority, in the name and on behalf of the Partnership, to: (a) Receive, buy, sell, exchange, trade and otherwise deal in and with the JV Assets and other property of the Partnership; (b) Engage in the JV Activities; (c) Sign agreements, checks, bills of exchange, invoices and other documents; (d) Borrow money or property on behalf of the Partnership, encumber Partnership property for the purpose of obtaining financing for the Partnership’s business, and extend or modify any obligations of the Partnership; (e) Employ or retain any Designated Employee or other qualified person to perform services or provide advice on behalf of the Partnership and pay reasonable compensation therefor; (f) Form and incorporate subsidiaries; (g) Compromise, arbitrate or otherwise adjust claims in favor of or against the Partnership, and commence or defend litigation with respect to the Partnership or any assets of the Partnership, at the Partnership’s expense; and (h) Assume and exercise all of the authority, rights and powers of a general partner under the laws of the State of Israel. 9.4 Any contract, agreement, deed, lease, note or other document or instrument executed on behalf of the Partnership by the General Partner shall be deemed to have been duly executed. No other Partner shall have the authority to bind the Partnership and third parties shall be entitled to rely upon the General Partner’s power and authority to bind the Partnership without otherwise ascertaining that the requirements of this Agreement have been satisfied.

Governance of the Partnership. An Executive Board shall be established consisting of the nominated Assistant Chief Constable from the Police and an appropriate Cabinet Member from each of the Local Authority Partners, each supported by a senior officer. The Executive Board shall set policies and priorities for the delivery of Partnership funded enforcement of speed limits in order to reduce road casualties and address local concerns about speed related issues in Lancashire and comply with the terms of reference set out in Schedule 1 to this Agreement. A Management Board shall be established to support the Executive Board comprising senior officers of each Partner organisation. The Management Board shall carry out the wishes of the Executive Board and comply with the Terms of Reference of the Management Board set out at Schedule 2 to this Agreement.

Governance of the Partnership. A Management Committee will oversee the operation of the joint venture. This Committee will be composed of one designated member (the "Representative") from each organisation. Both parties may amend this arrangement through a mutual written agreement. The Representatives will be empowered to make binding decisions on behalf of their respective organisations concerning the joint venture. Each party retains the right to change their Representative or appoint a temporary substitute at their discretion, provided reasonable notice is given to the other. To formalise the appointment of a Representative, a board resolution is mandatory from both parties, with explicit reference to this provision. The resolution must be secured within 7 days following the execution of this agreement.

Governance of the Partnership. (a) The parties agree to work collaboratively during the Partnership. In order to ensure the success of the Partnership, Ginkgo and Amyris will form the following committees for the purpose of governing the Partnership: (i) Executive Committee, which will be comprised of the respective CEOs of Amyris and Ginkgo; and (ii) Partnership Steering Committee, which will be comprised of four (4) members with two (2) representatives appointed by Ginkgo and two (2) representatives appointed by Amyris. The Partnership Steering Committee will be responsible for overall management of the Partnership including without limitation (i) ensuring regular communication between the Parties, and (ii) ensuring the establishment of, and monitoring of progress of Programs that fall under the Partnership. The Partnership Steering Committee will also be responsible for the monitoring, reviewing and reporting on the progress of the Partnership. As needed, the Partnership Committee will establish subcommittees and other working groups and deputize individuals that will report to it to further the objectives of the Partnership. Such sub-committees will include, by way of example, a business development collaboration committee which will be comprised of a representative from both Ginkgo and Amyris; a Technical Contact with primary responsibility for developing a technical development plan for ingredient(s) of interest to customers; and a Program Lead & Co-Program Lead which will be comprised of one person per Product at each site (individuals may be Program Lead or co-Program Lead for more than one product). (b) The parties will seek to settle amicably any and all disputes or differences arising out of or in connection with the Partnership and/or the Subsequent Agreement. Any dispute between the parties will be promptly presented to the Partnership Steering Committee. If the Partnership Steering Committee cannot come to a resolution, the dispute will then be presented to the Executive Committee for resolution, and the Executive Committee will attempt in good faith to promptly resolve such dispute. If a dispute between the parties cannot be resolved within ninety (90) days of presentation to the Executive Committee, either party may refer such dispute to binding arbitration to be conducted as set forth in more detail in the Subsequent Agreement. (c) The parties agree to the following general provisions in order to advance the Partnership: (i) Amyris will share it’s manufacturing cost mod...

Governance of the Partnership

Related to Governance of the Partnership

Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.
Purpose of the Partnership The purpose of the Partnership is to acquire, construct, own and operate the Apartment Housing in order to provide, in part, Tax Credits to the Partners in accordance with the provisions of the Code and the Treasury Regulations applicable to LIHTC and to sell the Apartment Housing. The Partnership shall not engage in any business or activity which is not incident to the attainment of such purpose.
Management of the Partnership (a) Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership: (i) to acquire, purchase, own, operate, lease and dispose of any real property and any other property or assets including, but not limited to notes and mortgages, that the General Partner determines are necessary or appropriate or in the best interests of the business of the Partnership; (ii) to construct buildings and make other improvements on the properties owned or leased by the Partnership; (iii) to authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; (iv) to borrow or lend money for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets; (v) to pay, either directly or by reimbursement, for all Administrative Expenses to third parties or to the General Partner or its Affiliates as set forth in this Agreement; (vi) to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary thereof, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness, and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets; (vii) to use assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with this Agreement, including, without limitation, payment, either directly or by reimbursement, of all Administrative Expenses of the General Partner, the Partnership or any Subsidiary of either, to third parties or to the General Partner as set forth in this Agreement; (viii) to lease all or any portion of any of the Partnership’s assets, whether or not the terms of such leases extend beyond the termination date of the Partnership and whether or not any portion of the Partnership’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner may determine; (ix) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Partnership, on such terms and in such manner as the General Partner may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership’s assets; (x) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any other aspect of the Partnership business; (xi) to make or revoke any election permitted or required of the Partnership by any taxing authority; (xii) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership, in such amounts and such types, as it shall determine from time to time; (xiii) to determine whether or not to apply any insurance proceeds for any property to the restoration of such property or to distribute the same; (xiv) to establish one or more divisions of the Partnership, to hire and dismiss employees of the Partnership or any division of the Partnership, and to retain legal counsel, accountants, consultants, real estate brokers, and such other persons, as the General Partner may deem necessary or appropriate in connection with the Partnership business and to pay therefor such reasonable remuneration as the General Partner may deem reasonable and proper; (xv) to retain other services of any kind or nature in connection with the Partnership business, and to pay therefor such remuneration as the General Partner may deem reasonable and proper; (xvi) to negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred upon the General Partner; (xvii) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership; (xviii) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; (xix) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, limited liability companies, joint ventures or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time); (xx) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid Partnership purpose; (xxi) to merge, consolidate or combine the Partnership with or into another Person; (xxii) to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code; and (xxiii) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Partnership (including, without limitation, all actions consistent with allowing the General Partner at all times to qualify as a REIT unless the General Partner voluntarily terminates its REIT status) and to possess and enjoy all of the rights and powers of a general partner as provided by the Act. (b) Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that partnership funds are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Partnership.
Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.
Dissolution of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.
Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.
BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.
By the Partnership In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Partnership will indemnify and hold harmless each Selling Holder participating therein, its directors, officers, employees and agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), and its directors, officers, employees or agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which such statement is made) contained in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or any Written Testing-the-Waters Communication, in the light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the Partnership will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in any Written Testing-the-Waters Communication, a Registration Statement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder.
INDEPENDENCE OF THE ADVISOR For all purposes herein, the Advisor shall be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Partnership in any way and shall not be deemed an agent, promoter or sponsor of the Partnership, CMF, or any other trading advisor. The Advisor shall not be responsible to the Partnership, CMF, any trading advisor or any limited partners for any acts or omissions of any other trading advisor to the Partnership.
Independence of the Parties Nothing herein shall be construed to modify, abridge, or deny the authority or discretion of any Party to independently develop, administer, or control transportation projects pursuant to enumerated authority or funding sources separate from those in this Agreement.

Governance of the Partnership Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to Governance of the Partnership