Management and Operating Services. The General Partner, on behalf of the Partnership, shall be responsible for providing Cellular Service. Such provision may, consistent with provisions of Article 2.5(a) hereof, take the form of Partnership participation in a full or partial market settlement as a limited or general partner if in the opinion of the General Partner the Partners are best served thereby. Alternatively, the General Partner may arrange for obtaining interconnection with the landline network, for operating and maintaining the Cellular Service system, including but not limited to, frequency coordination, engineering, construction and the ensuring of system compatibility and for marketing Cellular Service. In carrying out the Partnership's responsibility to provide Cellular Service, the Partners hereto agree that the General Partner shall perform all activities and/or functions as the General Partner may deem necessary or appropriate to market, establish, operate, maintain and manage the Cellular Service system or Partnership participation in another partnership or joint venture. The Limited Partners agree to aid the General Partner and to take no action inconsistent with the provisions of this Agreement and shall reasonably support the Partnership's interest at all times. The General Partner shall provide management and accounting services to the Partnership, either directly or through an affiliate, consisting of, but not limited to, maintaining books of record, opening bank accounts, preparing accounting reports (in accordance with generally accepted accounting principles, as varied by appropriate regulatory authorities), and other records or reports necessary to meet regulatory and legal filings, as the General Partner may deem necessary or appropriate.
Management and Operating Services. The General Partner shall be 700 Band General Partner shall carry out or cause to be carried out the Partnership's responsibility to provide Wireless Radio Service, including obtaining interconnection with the landline network, operating and maintaining the Wireless Radio Service system(s) and marketing Wireless Radio Service. The Partners hereto agree that the General Partner shall perform or cause to be performed all activities and/or functions as the General Partner may deem necessary or appropriate to market, sell, establish, operate, maintain and manage the Wireless Radio Service system(s). The General Partner shall, at reasonable cost to the Partnership, provide, or cause to be provided, management and accounting services to the Partnership consisting of, but not limited to, maintaining books of account, opening bank accounts, preparing accounting reports (in accordance with generally accepted accounting principles, as varied by appropriate regulatory authorities) and other records or reports necessary or appropriate to meet regulatory and legal filings, as the General Partner may deem necessary or appropriate.
Management and Operating Services. The System Manager, on behalf of the Partnership and under the supervision of the Partners, shall be responsible for obtaining interconnection with the landline network, for constructing, operating and maintaining the Cellular Service system, for marketing Cellular Service, as further described in Article VIII and for funding all working capital and capital expenditures of the Partnership in accordance with Section 4.3 below. In carrying out the Partnership's responsibility to provide Cellular Service, the Partners hereto agree that the System Manager shall perform all day-to-day activities and/or functions as the Partners may designate as necessary or appropriate to market, sell, establish, operate, maintain and manage the Cellular Service system. All Partners agree to aid the System Manager in the performance of such activities and functions. It is understood that the Partnership shall directionalize and coordinate appropriate cells, and/or utilize reasonable and practicable accounting divisions and traffic allocations, to accomplish the result of equitably segregating the Partnership's cell site traffic (and its respective profits and losses) from adjacent system traffic and individual Partner's cell site traffic within the RSA (and the respective profits and losses attributable to the individual Partner's cell site traffic.
Management and Operating Services. The General Partner on behalf of the Partnership shall be responsible for obtaining interconnection with the landline network, for operating and maintaining the Cellular Service system, and for marketing Cellular Service. In carrying out the Partnership’s responsibility to provide Cellular Service, the Partners hereto agree that the General Partner shall perform all activities and/or functions as the General Partner may deem necessary or appropriate to market and sell Cellular Service and to establish, operate, maintain and manage the Cellular Service system. In accordance with Section 3.3, the Limited Partners agree to cooperate with the General Partner in the performance of such activities and functions. The General Partner shall provide or arrange to have provided management and accounting services to the Partnership consisting of, but not limited to, maintaining books of record, opening bank accounts, preparing accounting reports (in accordance with generally accepted accounting principles, as varied by appropriate regulatory authorities), and other records or reports necessary to meet regulatory and legal filings, as the General Partner may deem necessary or appropriate.
Management and Operating Services. The General Partner, on behalf of the Partnership, shall be responsible for obtaining interconnection with the landline network, for operating and maintaining the System and for marketing Cellular Service. In carrying out the Partnership’s responsibility to provide Cellular Service, the General Partner shall perform or cause to be performed (subject to the authority and control of the General Partner on behalf of the Partnership) all activities and/or functions as the General Partner may deem necessary or appropriate to develop, market, sell, establish, operate, maintain and manage the System. Subject to Section 9.1 hereof, the Limited Partners agree to aid the General Partner in the performance of such activities and functions. The General Partner shall directly or through an Affiliate provide, subject to the authority and control of the General Partner on behalf of the Partnership, management and accounting services to the Partnership consisting of, but not limited to, maintaining books of record, opening bank accounts, preparing accounting reports (in accordance with generally accepted accounting principles, as varied by appropriate regulatory authorities) and other records or reports necessary to meet regulatory and legal filings, as the General Partner may deem necessary or appropriate. The Partnership shall reimburse the General Partner for all reasonable costs incurred by the General Partner directly in connection with the performance of its duties hereunder, including but not limited to, the salaries of those employees who are directly engaged in the performance of services hereunder, the fees and expenses of independent technical consultants engaged with respect to providing Cellular Service and all other reasonable costs directly related to providing Cellular Service; provided, however, that if such costs are attributable to more than one constituent system operated or managed by an Affiliate of the General Partner, then, the General Partner shall allocate such costs in such manner as it, in its reasonable judgment, deems fair and equitable and generally consistent with standard practice in the cellular telephone industry. All of such reimbursable costs shall be reimbursed within thirty days after presentation of appropriate vouchers. In addition to reimbursing the General Partner for all its reasonable costs incurred directly in connection with the performance of its duties, the Partnership shall also reimburse the General Partner for a proporti...
Management and Operating Services. (a) From the date hereof until the earlier of (x) the consummation of the C-TEC Restructuring (the "C-TEC Restructuring Closing"), if any, and (y) June 30, 1997, C-TEC shall cause its subsidiary, C-TEC Services, Inc. ("C-TEC Services") to provide to RCN Corporate Services, Inc. ("RCN Services"), a subsidiary of RCN, (i) such management and support services and technical assistance ("Services"), and (ii) such office space, equipment, furniture and other items ("Facilities"), as RCN may reasonably request in connection with the ownership and operation by RCN and its subsidiaries of the Freedom Interest and such of the Developmental Businesses as RCN may purchase pursuant hereto (together with the Freedom Interest, the "RCN Businesses").
(b) As of the date hereof, (i) C-TEC Services intends, and will be permitted but not required, to hire or offer to hire (either directly or through an affiliate), (x) Steven Rabbitt of UrbanNet Parent effective as of the First Closing, ix xxx, xxx (x) Kevin O'Hare of CLD effective as of the Second Closing, if any, providxx xxxx XXX is purchased by RCN at such Second Closing, and (ii) RCN intends, and will be permitted but not required, to hire or offer to hire (or to do so through RCN Services or other affiliates or subsidiaries of RCN) effective as of the C-TEC Restructuring Closing, if any, (x) all or substantially all of the employees of C-TEC Services, as well as Michael Adams of Commonwealth Communications, Inc. ("CCI"), and (y) up xx 00 xx xxxse employees of CCI all or substantially all of whose time is spent on matters related to the RCN Businesses.
(c) Following the C-TEC Restructuring Closing, if any, (the "Post Restructuring Term") (i) RCN shall cause RCN Services to provide such Services to C-TEC Services as may reasonably be requested by C-TEC Services in connection the ownership and operation by C-TEC and its Subsidiaries of such businesses as they may own from time to time (the "C-TEC Businesses") and (ii) C-TEC shall continue to provide to RCN Services such Facilities as may reasonably be requested by RCN Services in connection with the ownership and operation by RCN and its subsidiaries of the RCN Businesses.
(d) The Services and Facilities referred to in subsections (a) and (c) and the employee transfers referred to in subsection (b) will be provided or effected on the terms and conditions set forth in the Services Agreement between RCN Services and C-TEC Services dated as of the date hereof (the "Services Ag...
