Management and Employees. 5.1.1 The Manager shall arrange, or shall arrange for another member of the Manager Group to arrange, for such qualified personnel and support staff to be available to carry out the Services. Such personnel and support staff shall devote such of their time to the provision of the Services to the Service Recipients as the relevant member of the Manager Group reasonably deems necessary and appropriate in order to fulfill its obligations hereunder. Such personnel and support staff need not have as their primary responsibility the provision of the Services to the Service Recipients or be dedicated exclusively to the provision of the Services to the Service Recipients.
5.1.2 Each of Yield, Yield LLC and Yield Operating shall, and shall cause each of the other Service Recipients to do all things reasonably necessary on its part as requested by any member of the Manager Group consistent with the terms of this Agreement to enable the members of the Manager Group to fulfill their obligations, covenants and responsibilities and to exercise their rights pursuant to this Agreement, including making available to the Manager Group, and granting the Manager Group access to, the employees and contractors of the Service Recipients as any member of the Manager Group may from time to time reasonably request.
5.1.3 The Manager covenants and agrees to exercise the power and discharge the duties conferred under this Agreement honestly and in good faith, and shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Management and Employees. (a) The Service Provider shall arrange, or shall arrange for another member of the Service Provider Group to arrange, for such qualified personnel and support staff to be available to carry out the Services for the Service Recipients. Such personnel and support staff shall devote such time to the provision of the Services to the Service Recipients as the relevant member of the Service Provider Group reasonably deems necessary and appropriate in order to fulfill its obligations hereunder. Such personnel and support staff need not have as their primary responsibility the provision of the Services to the Service Recipients or be dedicated exclusively to the provision of the Services to the Service Recipients. The Service Provider shall at all times and at its sole discretion have the right to remove or replace any such personnel or member of such support staff.
(b) No later than ten (10) Business Days after the date hereof, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with separate lists of the personnel and support staff performing or otherwise carrying out, or reasonably expected to perform or carry out, (i) the Services for the Service Recipients that should, in the reasonable judgment of the Service Provider, be subject to any “xxxxxxx xxxxxxx” or similar policies of the Service Recipients and, if any personnel or support staff are added to such group or removed or replaced therefrom, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with updates to such list, (ii) the Services related to responding to periodic requests of the Partnership for sub-certifications by such personnel in connection with the certifications made by the Chief Executive Officer and Chief Financial Officer of the YieldCo General Partner under section 302 of the Xxxxxxxx-Xxxxx Act of 2002, and (iii) the Services related to the administration of the long-term incentive plan (or any similar plan or successor thereof) adopted by the YieldCo General Partner, and in each case, if any personnel or support staff are added to any such group or removed or replaced therefrom, the Service Provider shall provide the General Counsel/Secretary of the YieldCo General Partner with an update to such list.
(c) Each YieldCo Party shall, and shall cause each of the other Service Recipients to, do all things reasonably necessary on its part as requested by any member of the Service Provider Group consistent w...
Management and Employees. 5.1.1 The Service Providers will arrange, or will arrange for another member of the Service Provider Group to arrange, for such qualified personnel and support staff to be available to carry out the Services. Such personnel and support staff will devote such of their time to the provision of the Services to the Service Recipients as the relevant member of the Service Provider Group reasonably deems necessary and appropriate in order to fulfill its obligations hereunder. Such personnel and support staff need not have as their primary responsibility the provision of the Services to the Service Recipients or be dedicated exclusively to the provision of the Services to the Service Recipients.
5.1.2 Each of the Service Recipients will do all things reasonably necessary on its part as requested by any member of the Service Provider Group consistent with the terms of this Agreement to enable the members of the Service Provider Group to fulfill their obligations, covenants and responsibilities and to exercise their rights pursuant to this Agreement, including making available to the Service Provider Group, and granting the Service Provider Group access to, the employees and contractors of the Service Recipients as any member of the Service Provider Group may from time to time request.
Management and Employees. 5.1.1 The Manager shall arrange, or shall arrange for another member of the Manager Group to arrange, for such qualified personnel and support staff to be available to carry out the Services. Such personnel and support staff shall devote such time to the provision of the Services to the Service Recipients as the relevant member of the Manager Group reasonably deems necessary and appropriate in order to fulfill its obligations hereunder. Such personnel and support staff need not have as their primary responsibility the provision of the Services to the Service Recipients or be dedicated exclusively to the provision of the Services to the Service Recipients.
5.1.2 Each of the NEP Parties shall, and shall cause each of the other Service Recipients to, do all things reasonably necessary on its part as requested by any member of the Manager Group consistent with the terms of this Agreement to enable the members of the Manager Group to fulfill their obligations, covenants and responsibilities and to exercise their rights pursuant to this Agreement.
5.1.3 The Manager covenants and agrees to, and to cause any other member of the Manager Group to, exercise the power and discharge the duties conferred under this Agreement honestly and in good faith, and shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Management and Employees. 5.1.1 The Managers will arrange, or will arrange for another member of the Manager Group to arrange, for such qualified personnel and support staff to be available to carry out the Services. Such personnel and support staff will devote such of their time to the provision of the Services to the Service Recipients as the relevant member of the Manager Group reasonably deems necessary and appropriate in order to fulfill its obligations hereunder. Such personnel and support staff need not have as their primary responsibility the provision of the Services to the Service Recipients or be dedicated exclusively to the provision of the Services to the Service Recipients.
5.1.2 Each of the Service Recipients will do all things reasonably necessary on its part as requested by any member of the Manager Group consistent with the terms of this Agreement to enable the members of the Manager Group to fulfill their obligations, covenants and responsibilities and to exercise their rights pursuant to this Agreement, including making available to the Manager Group, and granting the Manager Group access to, the employees and contractors of the Service Recipients as any member of the Manager Group may from time to time request.
Management and Employees. Following the Offer becoming unconditional in all respects, Bidco intends to ensure that the existing employment rights, including any pension rights, of the management and employees of APR Energy will be fully safeguarded. Bidco's current plans for APR Energy do not include any material change in the conditions of employment of APR Energy employees. Other than the Management Arrangements, it is not currently intended to put incentivisation arrangements in place after the Offer becomes or is declared unconditional in all respects. However, the Joint Bidders reserve the freedom to establish or renew, after completion of the Offer, incentivisation arrangements for the benefit of the management and other employees of the APR Energy Group.
Management and Employees. 9 ARTICLE 6
Management and Employees. 5.1.1 The Manager shall arrange, or shall arrange for another member of the Manager Group to arrange, for such qualified personnel and support staff to be dedicated to carrying out the Services. Except as agreed to between the Manager and Terra, such personnel and support staff shall devote their full time to the provision of the Services to the Service Recipients. The Manager and Terra agree that the letter agreement dated as of the date hereof regarding “Terra Personnel” identifies those personnel who the Manager will dedicate to carrying out the Services under the caption “Dedicated Personnel” (the “Dedicated Personnel”) and identifies those personnel who the Manager will provide on a shared basis under the caption “Shared Personnel” (the “Shared Personnel”). The list of Dedicated Personnel and Shared Personnel shall be reviewed by the parties at least annually, provided that modifications or additions to the list of Dedicated Personnel or Shared Personnel require the mutual agreement of the Manager and the Independent Committee. Terra hereby agrees that the Manager, in its sole discretion, may terminate the employment of any one or more persons serving as (i) Dedicated Personnel following notice to and consultation with Terra, or (ii) Shared Personnel without any consultation of or prior notice to Terra.
5.1.2 Each of Terra, Terra LLC and Terra Operating shall, and shall cause each of the other Service Recipients to do all things reasonably necessary on its part as requested by any member of the Manager Group consistent with the terms of this Agreement to enable the members of the Manager Group to fulfill their obligations, covenants and responsibilities and to exercise their rights pursuant to this Agreement, including making available to the Manager Group, and granting the Manager Group access to, the employees and contractors of the Service Recipients as any member of the Manager Group may from time to time reasonably request.
5.1.3 The Manager covenants and agrees to exercise, and to cause the other Service Providers to exercise, the power and to discharge and to cause the other Service Providers to discharge, the duties conferred under this Agreement honestly and in good faith, and shall exercise, and shall cause the other Service Providers to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Management and Employees. 5.1.1 Abengoa shall arrange for each of the Executives to be available to carry out the Services. The Executives shall devote such of their time to the provision of the Services to the Service Recipients as Yield reasonably deems necessary and appropriate in order to fulfill Abengoa’s obligations. The Executives need not be dedicated exclusively to the provision of the Services to the Service Recipients.
5.1.2 If any Executive ceases to be available to perform the Services either through termination of employment, illness, personal circumstance, death or otherwise for a period of more than 30 days, the parties hereto shall mutually agree upon a replacement or substitute Executive.
5.1.3 Yield shall, and shall cause each of the other Service Recipients to do all things reasonably necessary on its part as requested by Abengoa or the Executives consistent with the terms of this Agreement to enable Abengoa and the Executives to fulfill their obligations, covenants and responsibilities and to exercise their rights pursuant to this Agreement, including making available and granting access to, the employees and contractors of the Service Recipients as Abengoa or the Executives may from time to time reasonably request.
5.1.4 Abengoa covenants and agrees to exercise the power and discharge the duties conferred under this Agreement honestly and in good faith, and shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Management and Employees. RESPONSE (E.G., "A-1 ATTACHED" OR "N/A" ITEM NO. DESCRIPTION OF INFORMATION REQUESTED "NONE") -------- ------------------------------------ -------
