Independent Manager Requirements Sample Clauses

Independent Manager Requirements. As long as any Obligation is outstanding, the Sole Member shall cause the Company at all times to have at least two (2) Independent Managers who will be appointed by the Sole Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 12.4(b). To the fullest extent permitted by law, except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Sole Member and the Company's creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Sole Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Sole Member or any other Person bound by this Agreement, provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, no Independent Manager shall be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless such Independent Manager acted in bad faith or engaged in willful misconduct. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. To the fullest extent permitted by law, no resignation or removal of any Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his or her appointment as an Independent Manager by executing a counterpart to this Agreement. In the event of a vacancy in the position of any Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary contained in this Agreement, no Independent Manager shall be removed or replaced without Cause and unless the Company provides the Lender with no less than three (3...
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Independent Manager Requirements. The Borrower will not fail at any time to have at least one independent manager (an "Independent Manager") who: (i) is provided by a nationally recognized provider of independent directors or members (it being understood and agreed that the initial Independent Manager satisfies this requirement); (ii) is not, and has not been within the five (5) years immediately prior to such individual’s appointment as an independent member or manager, an officer, director, shareholder, partner, manager, member, employee, attorney or counsel of, the Borrower, the Servicer, the Project Company or the Seller or any of their respective Affiliates within the five years immediately prior to such individual’s appointment as an independent manager; (iii) is not, and has not been within the five (5) years immediately prior to such individual’s appointment as an independent manager, a customer or creditor of, or supplier to, the Borrower, the Servicer, the Project Company or the Seller or any of their respective Affiliates who derives any of its purchases or revenue from its activities with the Borrower, the Servicer, the Project Company or the Seller or any of their respective Affiliates (other than a de minimis amount); (iv) is not, and has not been within the five (5) years immediately prior to such individual’s appointment as an independent manager, a person who controls or is under common control with any Person described by clause (ii) or (iii) above; (v) does not have, and has not had within the five (5) years immediately prior to such individual’s appointment as an independent manager, a personal services contract with the Borrower, the Servicer, the Project Company or the Seller or any of their respective Affiliates, from which fees and other compensation received by the person pursuant to such personal services contract would exceed 5.0% of his or her gross revenues during the preceding calendar year; (vi) is not affiliated with a tax-exempt entity that receives, or has received within the five (5) years prior to such appointment as an independent manager, contributions from the Borrower, the Servicer, the Project Company or the Seller or any of their respective Affiliates, in excess of the lesser of (A) 3% of the consolidated gross revenues of the Borrower during such fiscal year and (B) 5% of the contributions received by the tax-exempt entity during such fiscal year; (vii) is not a member of the immediate family of any Person described by clause (ii) through (vi) abo...
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Related to Independent Manager Requirements

  • Customer Requirements Customer will be required to maintain complex passwords for their User accounts where applicable. For any such passwords LightEdge will provide a secure URL that any User can access to change passwords. All User passwords are set to a ninety (90) day password expiration schedule by default. LightEdge is not responsible for unexpected use of Services whether by ex-employees, compromised User passwords or any other misuse of Customer accounts. Customer shall be responsible for all costs incurred by such unexpected use of Service. Customer shall be fully responsible for providing to LightEdge at Customer’s own expense and in a timely manner the following: - All security for its Services and systems used or accessible in connection with Service; - Cooperative testing of all Customer-provided hardware, software, and Services for compatibility with Service; - Designating an Authorized Contact(s) to be the point of contact to interface with LightEdge Technical Support; - All cabling necessary to support Service; and - Physical and remote management access to any and all Servers onto which Service is installed.

  • Human and Financial Resources to Implement Safeguards Requirements The Borrower shall make available necessary budgetary and human resources to fully implement the EMP and the RP.

  • Eligibility Requirements for Asset Representations Reviewer The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.

  • EDD Independent Subrecipient Reporting Requirements Effective January 1, 2001, the County of Orange is required to file in accordance with subdivision (a) of Section 6041A of the Internal Revenue Code for services received from a “service provider” to whom the County pays $600 or more or with whom the County enters into a contract for $600 or more within a single calendar year. The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations. The term “service provider” is defined in California Unemployment Insurance Code Section 1088.8, Subparagraph B.2 as “an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the State.” The term is further defined by the California Employment Development Department to refer specifically to independent Subrecipients. An independent Subrecipient is defined as “an individual who is not an employee of the ... government entity for California purposes and who receives compensation or executes a contract for services performed for that ... government entity either in or outside of California.” The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships, and limited liability companies. Additional information on this reporting requirement can be found at the California Employment Development Department web site located at xxxx://xxx.xxx.xx.xxx/Employer_Services.htm

  • Independence of the Asset Representations Reviewer The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer for the manner in which it accomplishes the performance of its obligations under this Agreement. Unless expressly authorized by the Issuer, the Asset Representations Reviewer will have no authority to act for or represent the Issuer and will not be considered an agent of the Issuer. Nothing in this Agreement will make the Asset Representations Reviewer and the Issuer members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

  • Accessibility Requirements Under Tex. Gov’t Code Chapter 2054, Subchapter M, and implementing rules of the Texas Department of Information Resources, the System Agency must procure Products and services that comply with the Accessibility Standards when those Products are available in the commercial marketplace or when those Products are developed in response to a procurement solicitation. Accordingly, Grantee must provide electronic and information resources and associated Product documentation and technical support that comply with the Accessibility Standards.

  • Credentialing Requirements Registry Operator, through the facilitation of the CZDA Provider, will request each user to provide it with information sufficient to correctly identify and locate the user. Such user information will include, without limitation, company name, contact name, address, telephone number, facsimile number, email address and IP address.

  • System for Award Management (XXX) Requirement Alongside a signed copy of this Agreement, Grantee will provide Florida Housing with a XXX.xxx proof of registration and Commercial and Government Entity (CAGE) number. Grantee will continue to maintain an active XXX registration with current information at all times during which it has an active award under this Agreement.

  • SERVICE REQUIREMENTS FOR REFERRED CLIENTS A. Agent agrees to respond to any communications from a Referred Client within two (2) hours after receipt if such communication is received between 9:00am to 5:00pm local time. For communications received outside of these hours, Agent agrees to respond by 10:00am the next day. B. Agent agrees to update XXXX.xxx with status updates within 48 hours after initial communication with a Referred Client and upon every significant status change until closing or abandoned. Updates shall be made by Agent via email to xxxxxxxxxxxx@xxxx.xxx. C. Vacations or extended absences shall be reported, with length of pause, to XXXX.xxx via email to D. Agent will not add Referred Client to any email list or calling list without the express permission of Referred Client. E. Agent agrees XXXX.xxx has the right to survey the Referred Client at any time. F. If Agent is contacted by a Referred Client that Agent is unwilling or unable to assist, Agent shall direct such Referred Client back to XXXX.xxx for assistance and notify XXXX.xxx at xxxxxxxxxxxx@xxxx.xxx. G. Agent agrees that XXXX.xxx has no obligation to provide Agent with any number of referrals and that prospective clients are free to select the agent they wish to work with for any particular real estate transaction.

  • STUDENT DISCIPLINE AND TEACHER PROTECTION A. The Board recognizes its responsibility to give all reasonable support and assistance to teachers with respect to the maintenance of control and discipline in the classroom. Whenever it appears that a particular pupil requires the attention of special counselors, social workers, law enforcement personnel, physicians, or other professional persons, the principal shall be notified. The Board feels that the teacher and the specialists indicated above should work together to improve the case. B. It is recognized that discipline problems are less likely to occur in classes where a high level of student interest is maintained. It is likewise recognized that when discipline problems occur, they may most constructively be dealt with by encouragement, praise and emphasis upon a child’s desirable characteristics. A teacher may use such force as is necessary, according to the law, to protect himself/herself from attack or to prevent injury to another student. C. A teacher may ask the principal to exclude a pupil from class when the grossness of the offense, the persistence of the misbehavior, or the disruptive effect of the violation makes the continued presence of the student in the classroom intolerable. In such cases, the teacher will furnish the principal, as promptly as his/her teaching obligations will allow, full particulars of the incident in writing. D. Procedure for suspension of students from school shall be distributed to students and teachers each year. E. Any case of assault upon a teacher while on duty should be promptly reported to the Board or its designated representative. The Board will provide legal counsel to advise the teacher of his/her rights and obligations with respect to such assault and shall promptly render all reasonable assistance to the teacher in connection with handling of the incident by law enforcement and judicial authorities. F. If any teacher is complained against or sued as a result of any action taken by the teacher while in pursuit of his/her employment, the Board may provide legal counsel and render all necessary assistance to the teacher in his/her defense. G. Time lost by a teacher in connection with any incident mentioned in this Article shall not be charged against the teacher. X. The Board will reimburse teachers for any loss, damages or destruction of clothing or personal property of the teacher while on duty in the school or on school premises in those cases where the school could have reasonably prevented the loss. I. No action shall be taken upon any complaint by a parent of the student directed toward the teacher nor shall any notice thereof be included in said teacher’s personnel file unless such matter is promptly reported in writing to the teacher concerned. J. Teachers shall be expected to exercise reasonable care with respect to the safety of pupils and property, but shall not be individually liable, except in the case of gross neglect of duty, for any damage or loss to person or property.

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