Management of Operating Companies Sample Clauses

Management of Operating Companies. Each Operating Company shall be governed by a board of trustees, board of directors, board of managers or similar governing body whose membership includes all of the members of the Management Board. The day to day operations of each Operating Company shall be managed by a management team which is headed by the President and which includes the other members of the Management Team. The Constituent Documents of each Operating Company, together with any other agreements that may be entered into in connection with the organization of such Operating Company, shall provide (i) the governing body thereof with oversight and approval rights with respect to the business and affairs of such Operating Company which are comparable to the oversight and approval rights which this Agreement provides to the Management Board with respect to the business and affairs of the Partnership, and (ii) SLR Designees with rights to participate in the management of such Operating Company which are comparable to the rights which this Agreement provides to SLR Designees to participate in the management of the Partnership. The General Partner shall, or shall cause the Partnership to, take such actions as may be permitted or required under the terms of the Constituent Documents of each Operating Company, and under the terms of any agreement entered into by the Partnership or the General Partner in connection with the organization of such Operating Company, to ensure that the requirements of this Section 5.10 are met with respect to each Operating Company.
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Management of Operating Companies. Each Trust and any other Operating Company having a separate governing body shall be governed by a board of trustees or similar governing body whose membership includes all of the members of the Management Board. Each Trust, and any other Operating Company having its own officers or persons with similar functions, shall have a slate of officers which is headed by the President and whose other members are members of the Management Team. The Constituent Documents or other organizational documents of each Trust, and of any other Operating Company having a separate governing body, shall provide (i) the governing body thereof with oversight and approval rights with respect to the business and affairs of such Operating Company which are comparable to the oversight and approval rights which this Agreement provides to the Management Board with respect to the business and affairs of the Partnership, and (ii) SLR Designees with rights to participate in the management of such Operating Company which are comparable to the rights which this Agreement provides to SLR Designees to participate in the management of the Partnership. The Managing General Partner shall, or shall cause the Partnership to, take such actions as may be permitted or required under the terms of the Constituent Documents of each Operating Company, and under the terms of any agreement entered into by the Partnership or the Managing General Partner in connection with the organization of such Operating Company, to ensure that the requirements of this Section 5.10 are met with respect to each Operating Company. SECTION 5.11 Non-Managing General Partner. (a) Xxxxx REIT Properties, L.P., a Delaware limited partnership whose general partner is Xxxxx Real Estate Investment Trust, Inc., a Maryland corporation, is a general partner of the Partnership and is designated the non-managing general partner of the Partnership (the “Non-Managing General Partner”). The Non-Managing General Partner shall be a “general partner” for all purposes under the Act, but shall have only those rights, duties, and obligations accorded to it by this Agreement and shall have no power to bind the Partnership or act on behalf of the Partnership independently of the Managing General Partner.
Sample 1
Management of Operating Companies. Any Operating Company established by the Parties as contemplated by this Agreement shall be managed jointly by the Parties through their designated managers or representatives. All appropriate agreements and documents will be prepared by the Parties to establish the management structure and additional details for the operation of any business Entity formed for the individual Projects undertaken by the Parties.
Sample 1
Management of Operating Companies. Each Trust and any other Operating Company having a separate governing body shall be governed by a board of trustees or similar governing body whose membership includes all of the members of the Management Board. Each Trust, and any other Operating Company having its own officers or persons with similar functions, shall have a slate of officers which is headed by the President and whose other members are members of the Management Team. The Constituent Documents or other organizational documents of each Trust, and of any other Operating Company having a separate governing body, shall provide (i) the governing body thereof with oversight and approval rights with respect to the business and affairs of such Operating Company which are comparable to the oversight and approval rights which this Agreement provides to the Management Board with respect to the business and affairs of the Partnership, and (ii) SLR Designees with rights to participate in the management of such Operating Company which are comparable to the rights which this Agreement provides to SLR Designees to participate in the management of the
Sample 1

Related to Management of Operating Companies

  • Statement of Operations d. Statement of Changes in Net Assets.

  • Continuity of Operations (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.

  • Control of Operations Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (a) nothing contained in this Agreement shall give Parent or the Company, directly or indirectly, the right to control or direct the other party’s operations prior to the Effective Time and (b) prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

  • Management of Company 5.1.1 The Members, within the authority granted by the Act and the terms of this Agreement shall have the complete power and authority to manage and operate the Company and make all decisions affecting its business and affairs.

  • Cessation of Operations Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

  • Co-operation 1. The Parties shall take all appropriate and necessary measures to ensure fulfilment of the obligations and objectives arising out of this programme agreement.

  • Interim Operations (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:

  • Conduct of Operations The Board of Directors and the General Partner shall use commercially reasonable efforts to conduct the business of the Partnership and its Affiliates in a manner that does not require a holder of Common Units to file a tax return in any jurisdiction with which the holder has no contact other than through ownership of Common Units.

  • 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.

  • Management of Business No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operations, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

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