Intention of Members Sample Clauses

Intention of Members. The LMC Subsidiary shall take the lead in marketing and business development opportunities, and shall have final approval over which projects the Company elects to bid. The Company shall pursue the Chem Demil Market using multiple technologies to offer the best value to the customer. The Company may utilize CEP or any other technology. The Company shall pursue particular market opportunities either directly or through separate project entities created by the Company or the Members for particular projects or through prime/subcontract relationships created for particular projects. Each Member shall be responsible for its own personnel costs and marketing costs, including bid and proposal costs ("B&P Costs"), it being understood that B&P Costs may be recovered in whole or in part if a contract is awarded to the Company, subject to the mutual advance agreement of the Members and final audit. Except as provided in the two (2) immediately following sentences, ownership, funding, profits and losses with respect to each project of the Company shall be shared on a
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Intention of Members. The Members acknowledge that it is their intent that the Company will be considered a "partnership" under subchapter K of the Code and that the Company will not be subject to any federal or state income taxation. If, as a result of changes in the Code, Regulations, or otherwise, tax counsel to any Member advises that the Company is or may become subject to federal income taxation, all Members agree to use reasonable best efforts to amend this Agreement, modify the form of business entity, or take any other reasonable action necessary to achieve the Members' intention, provided that such action shall not materially adversely change the approval rights or liability of the Members.
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Intention of Members. It is intended that the Capital Accounts shall be determined and maintained throughout the full term of the Company in accordance with the capital accounting rules set forth in Treasury Regulation § 1.704-1(b)(2)(iv), and that all provisions in this Agreement shall be interpreted and applied in a manner consistent therewith. In the event that the Management Committee determines that it is necessary or prudent to modify the manner in which the Capital Accounts, or any credits or debits thereto, are computed or maintained in order to comply with such Treasury Regulations, the Management Committee shall make such modifications to the extent it determines is so necessary or prudent to comply with such Treasury Regulations.
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Related to Intention of Members

  • Termination of Membership You may terminate your membership by giving us written notice or by withdrawing your minimum required membership share(s), if any, and closing all your accounts. You may be denied services for causing a loss to the Credit Union, or you may be expelled for any reason as allowed by applicable law.

  • Admission of Members Other persons may be admitted as Members from time to time pursuant to the provisions of this Agreement.

  • Withdrawal and Resignation of Members Except in the event of Transfers pursuant to Section 10.06 and the Manager’s right to resign pursuant to Section 6.03, no Member shall have the power or right to withdraw or otherwise resign as a Member from the Company prior to the dissolution and winding up of the Company pursuant to Article XIV. Any Member, however, that attempts to withdraw or otherwise resign as a Member from the Company without the prior written consent of the Manager upon or following the dissolution and winding up of the Company pursuant to Article XIV, but prior to such Member receiving the full amount of Distributions from the Company to which such Member is entitled pursuant to Article XIV, shall be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly caused by the withdrawal or resignation of such Member. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section 10.06, such Member shall cease to be a Member.

  • Admission of Member The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

  • Termination of Manager If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the Manager shall become insolvent, (c) the Manager is in default under the terms of the Management Agreement beyond any applicable grace or cure period, or (d) Manager is not managing the Property in accordance with the management practices of nationally recognized management companies managing similar properties in locations comparable to those of the Property, then, in the case of (a), (b), (c) or (d), Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a manager reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. In addition and without limiting the rights of Lender hereunder or under any of the other Loan Documents, in the event that (i) the Management Agreement is terminated, (ii) the Manager no longer manages the Property, or (iii) a receiver, liquidator or trustee shall be appointed for Manager or if Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Manager, or if any proceeding for the dissolution or liquidation of Manager shall be instituted, then Borrower (at Borrower's sole cost and expense) shall immediately, in its name, establish new deposit accounts separate from any other Person with a depository satisfactory to Lender into which all Rents and other income from the Property shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory in form and substance to Lender.

  • Substitution of Members If unanimous written approval is received, the transferee shall:

  • Covenants of Stockholders Each Stockholder hereby covenants and agrees that:

  • Covenants of Shareholders Each Shareholder hereby covenants and agrees that:

  • Covenants of Shareholder Shareholder hereby covenants and agrees that:

  • Covenants of Stockholder Stockholder hereby covenants and agrees that:

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