Common use of Management of Subsidiaries Clause in Contracts

Management of Subsidiaries. (a) Subject to the terms of any agreements governing the management and operation of any Trust Subsidiary, including, without limitation, with respect to obligations of the directors, officers, managers, partners or members of any such entity to act in the best interests of the Trust Subsidiary and the equity holders, partners or members of such Trust Subsidiary, the Trustees shall take such actions with respect to the Trust’s direct or indirect interest in each Trust Subsidiary (whether in connection with the Trust’s position as direct or indirect equity owner, partner, member or manager, or as a director, officer, employee or agent of such Trust Subsidiary), and shall, subject to any obligations to any other equity owners, partners or members of a Trust Subsidiary, cause each Trust Subsidiary to take such actions, as are consistent with the purposes and provisions of the Trust and this Agreement. (b) The Trustees shall, to the extent not done on or prior to the Grant Date, and to the extent deemed necessary or desirable by the Trustees, amend, or cause to be amended, the operating agreements and other governing documents of each Trust Subsidiary and take such other action to provide that the purpose of such entity is substantially the same as that set forth in Section 2.02, including no objective to continue or engage in the conduct of a trade or business (other than as necessary to realize or preserve the value of its assets) and the expeditious but orderly disposition and distribution of its assets; provided that it shall not be inconsistent with the provisions of this paragraph for any Trust Subsidiary to continue to engage in a trade or business following such time as the Trust has sold all of its interests in such Trust Subsidiary in furtherance of the Plan. (c) The Trustees shall cause each Trust Subsidiary to distribute to the Trust and to such Trust Subsidiary’s other equity owners, partners or members, if any, in accordance with the governing documents of such Trust Subsidiary, on or before each distribution provided for in Section 5.06 and Section 5.07 such portion of its cash as is deemed necessary by the Trustees to make such distribution pursuant to Section 5.06 or Section 5.07. (d) The Trustees may serve as partners, members, directors, officers, employees or agents of a Trust Subsidiary.

Management of Subsidiaries. (a) Subject to All of the terms provisions of any agreements governing this Agreement regarding the management and operation of any Trust Subsidiary, including, without limitation, with respect to obligations governance of the directorsCompany shall apply to the management and governance of the Subsidiary and any other Person owned in whole or part by the Company, officers, managers, partners or members of whether any such entity to act in Subsidiary or other Person is managed or controlled directly or indirectly by the best interests of the Trust Subsidiary and the equity holdersCompany, partners or members of such Trust Subsidiaryas member, the Trustees shall take such actions with respect to the Trust’s direct or indirect interest in each Trust Subsidiary (whether in connection with the Trust’s position as direct or indirect equity ownermanager, partner, stockholder or otherwise. Any action to be taken by the Subsidiary or any other Person owned in whole or part by the Company shall for all purposes hereof be construed as an action taken by the Company and shall be subject to the same rights and limitations granted and imposed on the Members under this Agreement. Any and all references herein to the Company or any Manager, Administrator or Member causing or directing any action on behalf of the Subsidiary or such other Person shall be deemed to refer to the Company causing (or such Manager, Administrator or Member causing the Company to cause), in its capacity as the sole member of the Subsidiary or managerin its capacity to Control to such other Person, or as a director, officer, employee or agent such action to be taken for and on behalf of such Trust Subsidiary)Subsidiary or other Person. The Administrator shall perform, and shallwith no additional compensation, the same or substantially identical services for the Subsidiary as the Administrator performs for the Company, subject to any obligations to any other equity ownersthe terms, partners or members of a Trust Subsidiaryconditions, cause each Trust Subsidiary to take such actions, as are consistent with the purposes limitations and provisions of the Trust restrictions set forth in this Agreement and this Agreement. (b) The Trustees shall, to the extent not done on or prior to the Grant Date, provided that if and to the extent deemed necessary any one or desirable by more of the Trustees, amend, or cause Administrator’s services are to be amendedperformed by a third-party property manager pursuant to a property management agreement, then such property manager shall perform the same. The Administrator agrees to perform such duties, and in such circumstances and with regard to such duties, the operating agreements and other governing documents of each Trust Subsidiary and take such other action Administrator shall be subject to provide that the purpose of such entity is substantially the same standards of conduct and shall have the same duties and obligations in performing such services on behalf of the Subsidiary as that are set forth in this Agreement. Without limiting the generality of the foregoing (and notwithstanding anything contained herein to the contrary), any action or decision to be taken or made by or on behalf of the Subsidiary that, if taken or made by or on behalf of the Company would constitute (a) a Major Action, will require the approval of the Manager and (b) a Unanimous Action, will require the approval of the Members as set forth in Section 2.02, including no objective to continue or engage in the conduct of a trade or business (other than as necessary to realize or preserve the value of its assets) and the expeditious but orderly disposition and distribution of its assets; provided that it shall not be inconsistent with the provisions of this paragraph for any Trust Subsidiary to continue to engage in a trade or business following such time as the Trust has sold all of its interests in such Trust Subsidiary in furtherance of the Plan4.2. (c) The Trustees shall cause each Trust Subsidiary to distribute to the Trust and to such Trust Subsidiary’s other equity owners, partners or members, if any, in accordance with the governing documents of such Trust Subsidiary, on or before each distribution provided for in Section 5.06 and Section 5.07 such portion of its cash as is deemed necessary by the Trustees to make such distribution pursuant to Section 5.06 or Section 5.07. (d) The Trustees may serve as partners, members, directors, officers, employees or agents of a Trust Subsidiary.

Management of Subsidiaries. (a) Subject to the terms of any agreements governing the management and operation of any Trust Subsidiary, including, including without limitation, limitation with respect to obligations of the directors, officers, managers, partners or members of any such entity to act in the best interests of the Trust Subsidiary and the equity holders, partners or members of such Trust Subsidiary, the Trustees shall take such actions with respect to the Trust’s direct or indirect interest in each Trust Subsidiary (whether in connection with the Trust’s position as direct or indirect equity owner, partner, member or manager, or as a director, officer, employee or agent of such Trust Subsidiary), and shall, subject to any obligations to any other equity owners, partners or members of a Trust Subsidiary, cause each Trust Subsidiary to take such actions, as are consistent with the purposes and provisions of the Trust and this Agreement. (b) The Trustees shall, to the extent not done on or prior to the Grant Date, and to the extent deemed necessary or desirable by the Trustees, amend, or cause to be amended, the operating agreements and other governing documents of each Trust Subsidiary and take such other action to provide that the purpose of such entity is substantially the same as that set forth in Section 2.022.2, including no objective to continue or engage in the conduct of a trade or business (other than as necessary to realize or preserve the value of its assets) and the expeditious but orderly disposition and distribution of its assets; provided that it shall not be inconsistent with the provisions of this paragraph for any Trust Subsidiary to continue to engage in a trade or business following such time as the Trust has sold all of its interests in such Trust Subsidiary in furtherance of the Plan. (c) The Trustees shall cause each Trust Subsidiary to distribute to the Trust and to such Trust Subsidiary’s other equity owners, partners or members, if any, in accordance with the governing documents of such Trust Subsidiary, on or before each distribution provided for in Section 5.06 5.6 and Section 5.07 5.7 such portion of its cash as is deemed necessary by the Trustees to make such distribution pursuant to Section 5.06 5.6 or Section 5.075.7. (d) The Trustees may serve as partners, members, directors, officers, employees or agents of a Trust Subsidiary.

Management of Subsidiaries. (a) Subject to the terms of any agreements governing the management and operation of any Trust Subsidiary, including, including without limitation, limitation with respect to obligations of the directors, officers, managers, partners or members of any such entity to act in the best interests of the Trust Subsidiary and the equity holders, partners or members of such Trust Subsidiary, the Trustees shall take such actions with respect to the Trust’s direct or indirect interest in each Trust Subsidiary (whether in connection with the Trust’s position as direct or indirect equity owner, partner, member or manager, or as a director, officer, employee or agent of such Trust Subsidiary), and shall, subject to any obligations to any other equity owners, partners or members of a Trust Subsidiary, take all commercially reasonable steps to cause each Trust Subsidiary to take such actions, as are consistent with the purposes and provisions of the Trust and this Agreement. (b) The Trustees shall, to the extent not done on or prior to the Grant Conversion Date, and to the extent within their reasonable power and deemed necessary or desirable by the Trustees, amend, or cause to be amended, the operating agreements and other governing documents of each Trust Subsidiary and take such other action to provide that the purpose of such entity is substantially the same as that set forth in Section 2.022.2, including no objective to continue or engage in the conduct of a trade or business (other than as necessary to realize or preserve the value of its assets) and the expeditious but orderly disposition and distribution of its assets; provided that it shall not be inconsistent with the provisions of this paragraph for any Trust Subsidiary to continue to engage in a trade or business following such time as the Trust has sold all of its interests in such Trust Subsidiary in furtherance of the Plan. (c) The Trustees shall do what they can to cause each Trust Subsidiary to distribute to the Trust and to such Trust Subsidiary’s other equity owners, partners or members, if any, in accordance with the governing documents of such Trust Subsidiary, on or before each distribution provided for in Section 5.06 5.6 and Section 5.07 5.7 such portion of its cash as is deemed necessary by the Trustees to make such distribution pursuant to Section 5.06 5.6 or Section 5.075.7. (d) The Trustees may serve as partnerspartner, membersmember, directorsdirector, officersofficer, employees employee or agents agent of a Trust Subsidiary.

Management of Subsidiaries. All of the provisions of this Agreement regarding the management and governance of the Company shall apply to the management and governance of each Subsidiary, whether any Subsidiary is managed or controlled directly or indirectly by the Company, as member, manager, partner, stockholder or otherwise. Any action to be taken by a Subsidiary shall for all purposes hereof be construed as an action taken by the Company and shall be subject to the same rights and limitations granted and imposed on the Members under this Agreement. Any and all references herein to the Company or any Manager, Administrator or Member causing or directing any action on behalf of a Subsidiary shall be deemed to refer to the Company causing (a) or such Manager, Administrator or Member causing the Company to cause), in its capacity as a member of such Subsidiary or its capacity to otherwise Control to such Subsidiary, such action to be taken for and on behalf of such Subsidiary. Subject to the terms last sentence of any agreements governing this Section 4.6, the management and operation of any Trust Subsidiary, including, without limitationAdministrator shall perform, with respect to obligations of the directors, officers, managers, partners or members of any such entity to act in the best interests of the Trust Subsidiary and the equity holders, partners or members of such Trust Subsidiaryno additional compensation, the Trustees shall take such actions with respect to same or substantially identical services for each Subsidiary as the Trust’s direct or indirect interest in each Trust Subsidiary (whether in connection with Administrator performs for the Trust’s position as direct or indirect equity owner, partner, member or manager, or as a director, officer, employee or agent of such Trust Subsidiary), and shallCompany, subject to any obligations to any other equity ownersthe terms, partners or members of a Trust Subsidiaryconditions, cause each Trust Subsidiary to take such actions, as are consistent with the purposes limitations and provisions of the Trust restrictions set forth in this Agreement and this Agreement. (b) The Trustees shall, to the extent not done on or prior to the Grant Date, provided that if and to the extent deemed necessary any one or desirable by more of the Trustees, amend, or cause Administrator’s services are to be amendedperformed by a third-party property manager pursuant to a property management agreement, then such property manager shall perform the same. The Administrator agrees to perform such duties, and in such circumstances and with regard to such duties, the operating agreements Administrator shall be subject to the same standards of conduct and other governing documents shall have the same duties and obligations in performing such services on behalf of each Trust Subsidiary as are set forth in this Agreement. Without limiting the generality of the foregoing (and take such other notwithstanding anything contained herein to the contrary), any action or decision to provide that be taken or made by or on behalf of a Subsidiary that, if taken or made by or on behalf of the purpose Company would constitute (a) a Major Action, will require the approval of such entity is substantially the same Manager and (b) a Unanimous Action, will require the approval of the Members as that set forth in Section 2.024.2. Notwithstanding anything to the contrary herein, including no objective to continue but without limiting, restricting or engage diminishing in any manner the conduct duties and obligations of a trade or business (other than as necessary to realize or preserve the value of its assets) and Administrator hereunder, the expeditious but orderly disposition and distribution of its assets; provided that it Administrator shall not be inconsistent with the provisions of this paragraph required to perform any services for any Trust Subsidiary to continue to engage in a trade or business following such time as Person other than the Trust has sold all of Company and its interests in such Trust Subsidiary in furtherance of the PlanSubsidiaries. (c) The Trustees shall cause each Trust Subsidiary to distribute to the Trust and to such Trust Subsidiary’s other equity owners, partners or members, if any, in accordance with the governing documents of such Trust Subsidiary, on or before each distribution provided for in Section 5.06 and Section 5.07 such portion of its cash as is deemed necessary by the Trustees to make such distribution pursuant to Section 5.06 or Section 5.07. (d) The Trustees may serve as partners, members, directors, officers, employees or agents of a Trust Subsidiary.