Management and Control (a) Management and control of the business of the Fund shall be vested in the Board, which shall have the right, power, and authority, on behalf of the Fund and in its name, to exercise all rights, powers, and authority of managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Fund and their duties hereunder. No Manager shall have the authority individually to act on behalf of or to bind the Fund except within the scope of such Manager's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Manager shall be vested with the same powers, authority, and responsibilities on behalf of the Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Manager shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end Management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company, as such term is defined by the 1940 Act. During any period in which the Fund shall have no Managers, CSFB Alternative Capital, as the initial Member, shall have the authority to manage the business and affairs of the Fund. (b) Members, in their capacity as Members, shall have no right to participate in and shall take no part in the management or control of the Fund's business and shall have no right, power or authority to act for or bind the Fund. Members shall have the right to vote on any matters only as provided in this Agreement or on any matters that require the approval of the holders of voting securities under the 1940 Act or as otherwise required in the Delaware Act. (c) The Board may delegate to any other person any rights, power and authority vested by this Agreement in the Board to the extent permissible under applicable law, and may appoint persons to serve as officers of the Fund, with such titles and authority as may be determined by the Board consistent with applicable law. (d) The Board shall have full power and authority to adopt By-Laws providing for the conduct of the business of the Fund and containing such other provisions as they deem necessary, appropriate or desirable, and, subject to the voting powers of one or more Classes created pursuant to this section 3.1, to amend and repeal such By-Laws. Unless the By-Laws specifically require that Members authorize or approve the amendment or repeal of a particular provision of the By-Laws, any provision of the By-Laws may be amended or repealed by the Board without Member authorization or approval. (e) The Board shall have the full power and authority, without Member approval, to authorize one or more Classes of Units; Units of each such Class having such preferences, voting powers and special or relative rights or privileges (including conversion rights, if any) as the Board may determine and as shall be set forth in a resolution adopted in accordance with the By-Laws.
Management and Control Systems Grantee will: 1. maintain an appropriate contract administration system to ensure that all terms, conditions, and specifications are met during the term of the contract through the completion of the closeout procedures. 2. develop, implement, and maintain financial management and control systems that meet or exceed the requirements of Uniform Statewide Accounting System (UGMS). Those requirements and procedures include, at a minimum, the following: i. Financial planning, including the development of budgets that adequately reflect all functions and resources necessary to carry out authorized activities and the adequate determination of costs; ii. Financial management systems that include accurate accounting records that are accessible and identify the source and application of funds provided under each Contract of this Contract, and original source documentation substantiating that costs are specifically and solely allocable to a Contract and its Contract and are traceable from the transaction to the general ledger; iii. Effective internal and budgetary controls; iv. Comparison of actual costs to budget; determination of reasonableness, allowableness, and allocability of costs; v. Timely and appropriate audits and resolution of any findings; vi. Billing and collection policies; and vii. Mechanism capable of billing and making reasonable efforts to collect from clients and third parties.
Management and Control of the Company The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives. (1) No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers respectively conferred on it by this Agreement. (2) The Manager may, if appropriate, establish, if Company funds are available, reserves for working capital and for payment of taxes, insurance, debt service, repairs, replacements or renewals, or other costs and expenses incident to the operation of the Company and the property of the Company and for such other purposes as the Manager may determine and thereafter shall maintain such reserves in such amounts as the Manager deems appropriate under the circumstances to the extent that any such reserves are not in conflict with any other provisions of this Agreement regarding any required disbursements.
Management Generally The management of the Company shall be vested exclusively in the Managing Member. Except as authorized by the Managing Member, or as expressly set forth in this Agreement, the Non-Managing Members shall have no part in the management of the Company, and shall have no authority or right to act on behalf of the Company in connection with any matter. The Managing Member, and any Affiliate of the Managing Member, may engage in any other business venture, whether or not such business is similar to the business of the Company, and neither the Company nor any Non-Managing Member shall have any rights in or to such ventures or the income or profits derived therefrom.
Parent and Eligible Student Access Education Law Section 2-d and FERPA provide Parents and Eligible Students the right to inspect and review their child's or the Eligible Student’s Student Data stored or maintained by the EA. To the extent Student Data is held by Contractor pursuant to the Service Agreement, Contractor shall respond within thirty (30) calendar days to the EA's requests for access to Student Data so the EA can facilitate such review by a Parent or Eligible Student, and facilitate corrections, as necessary. If a Parent or Eligible Student contacts Contractor directly to review any of the Student Data held by Contractor pursuant to the Service Agreement, Contractor shall promptly notify the EA and refer the Parent or Eligible Student to the EA.
Incident Event and Communications Management a. Incident Management/Notification of Breach - DST shall develop, implement and maintain an incident response plan that specifies actions to be taken when DST or one of its subcontractors suspects or detects that a party has gained material unauthorized access to Fund Data or systems or applications containing any Fund Data (the “Response Plan”). Such Response Plan shall include the following: i. Escalation Procedures - An escalation procedure that includes notification to senior managers and appropriate reporting to regulatory and law enforcement agencies. This procedure shall provide for reporting of incidents that compromise the confidentiality of Fund Data (including backed up data) to Fund via telephone or email (and provide a confirmatory notice in writing as soon as practicable); provided that the foregoing notice obligation is excused for such period of time as DST is prohibited by law, rule, regulation or other governmental authority from notifying Fund. ii. Incident Reporting - DST will use commercially reasonable efforts to promptly furnish to Fund information that DST has regarding the general circumstances and extent of such unauthorized access to the Fund Data.
Management and Operations of Business Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.
Management and Operation of Business Section 7.1 Management 59 Section 7.2 Replacement of Fiduciary Duties 61 Section 7.3 Certificate of Limited Partnership 61 Section 7.4 Restrictions on the General Partner’s Authority 62 Section 7.5 Reimbursement of the General Partner 62 Section 7.6 Outside Activities 63 Section 7.7 Indemnification 64 Section 7.8 Liability of Indemnitees 66 Section 7.9 Standards of Conduct and Modification of Duties 67 Section 7.10 Other Matters Concerning the General Partner and Indemnitees 68 Section 7.11 Purchase or Sale of Partnership Interests 69 Section 7.12 Registration Rights of the General Partner and its Affiliates 69 Section 7.13 Reliance by Third Parties 71
Management, Ownership The Company shall not materially change its ownership, executive staff or management without the prior written consent of the Secured Party. The ownership, executive staff and management of the Company are material factors in the Secured Party's willingness to institute and maintain a lending relationship with the Company.
Construction Management Services a. A-E may be required to review and recommend approval of submittals, shop drawings, Request for Information (RFI) and/or calculations for temporary structures such as trench shoring, false work and other temporary structural forms. b. A-E may be required to review and advise the County Representative on the overall project schedule, including staging and completion dates, duration, milestones, and interfaces. Immediately notify Representative if the proposed work schedule does not conform to the contract documents, including the plans, specifications, and permits or that may require special inspection or testing, or work stoppage. c. Review on a monthly basis the project schedule and/or Critical Path Method (CPM) schedule submitted by the Construction Contractor. Make recommendations concerning the Construction Contractor’s adherence thereto. Recommend possible solutions to scheduling problems so as to complete the project on time, within budget, and in accordance with the contract drawings and specifications. d. Review scope of work and identify potential contract change orders. Prepare independent cost estimates for any changes resulting from design revisions or change in field conditions. Prepare and recommend for approval all contract change orders. e. Evaluate the merit of any potential claims or requests for equitable adjustment submitted by the Construction Contractor. Prepare analysis of potential claims include recommendations regarding settlement of the claims. f. Assist County staff in project related issues with other Agencies, or departments, engineering and material testing support firms, CEQA consultants, utilities agencies, etc. g. Assist in community outreach meetings and media relations h. Review for acceptance/approval of Storm Water Pollution Prevention Plan (SWPPP) in accordance with the general Permit of Discharges of Storm Water Associated with Construction Activity (Construction General Permit, including dewatering/diversion plans per the State’s DeMinimus Permit).