Management of the Joint Venture. The day-to-day operations of the Joint Venture shall be managed by Canbiola Sub. Canbiola Sub shall have full and complete discretion to manage and control the business and affairs of the Joint Venture, to make all decisions affecting the business and affairs of the Joint Venture, and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Joint Venture. The actions of Canbiola Sub taken in accordance with the provisions of this Agreement shall bind the Joint Venture.
Management of the Joint Venture. The business and affairs of the Joint Venture shall be conducted and managed by the Venturers in accordance with this Agreement and the laws of _____________________. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Joint Venture and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Venturers holding a majority of the Venturers' Percentage Interests. The Venturers shall devote such time and attention as the Venturers deem necessary to the conduct and management of the business and affairs of the Joint Venture. During the existence of the joint venture the parties shall be solely responsible for performing the following duties:
(A) The first party shall contribute all monies needed to purchase, repair, maintain, advertise, market and any other expenses as well as mortgage payments that become due during the period of ownership of the subject property as well as qualifying for any necessary financing.
(B) The second party shall be solely responsible for the day-to-day management maintenance, renovation and marketing of the subject property for resale, thereby protecting the investment for both parties. The second party my make, at his sole option and expense, make alterations and improvements to the property as in her discretion are necessary and advisable. Subject to the conditions and limitations but without limitation otherwise set forth herein and to the requirements of nay law or administrative enactment applicable here to, Second party shall:
(i) Review and research references, credentials and licenses if applicable of any contractor or repairmen which are chosen to perform repairs and renovations on the subject property.
(ii) Negotiate and contract, on behalf of the Joint Venture, with contractor and repairmen to provide services and supervise said contractor and repairmen and their work at subject property. Funds are to be allocated to contractor on a percentage of completion as deemed necessary with any initial percentage payment exceeding _______% to be approved by first party in writing.
(iii) Purchase all materials, supplies and equipment as needed for the property maintenance, repair and renovations and operation of the subject property in a cost effective manner.
(iv) Endeavor to keep monthly expenses at a minimum by pursing effective methods and procedures of cost reduction and c...
Management of the Joint Venture. (a) The overall management and control of the business and affairs of the Joint Venture shall be vested solely in SMC. Effective September, 1995, SMC is hereby designated as the manager (hereinafter sometimes referred to as the "MANAGER") with duties prescribed in this Agreement. The Manager shall be responsible for the implementation of the decisions of the Parties and for conducting the ordinary and usual business and affairs of the Joint Venture.
(b) No act shall be taken, sum expended, or obligation incurred by the Joint Venture, Manager, or any Party with respect to a matter within the scope of any of the major decisions ("MAJOR DECISIONS") affecting the Joint
Management of the Joint Venture. The overall management and control of the business and affairs of the Joint Venture shall be vested in the Joint Venturers and, except where herein expressly provided to the contrary, all decisions with respect to the management and control of the Joint Venture shall be made and approved by the Management Committee as provided in Section 10.4 below.
Management of the Joint Venture. (i) The Joint Venture Company shall be managed by a Board of Directors (or equivalent management board depending upon the form of the organization finally chosen). The Board shall be comprised of two representatives from TRB and two representatives from Indian Partner. All decisions of the board shall be made by a majority vote; however, the Board shall delegate to TRB exclusive authority to supervise, inspect and approve the quality of all Covered Products in TRB's sole discretion along with export policies to Africa. TRB and Indian Partner shall each have full and free access to the books and records of the Joint Venture Company at all times; In the event of any future incidents regarding dilution of promoters' equity such as primary or secondary public issues, TRB retains the exclusive authority to make company policy and to supervise, inspect and approve the quality of all "covered products". However, TRB will not be responsible for claims made by customers, any returns for any reason, and after market defects except TRB's proprietary parts.
(ii) Notwithstanding their respective profit sharing interest in the Joint Venture Company, Indian Partner and TRB shall each have a 50% and 50% vote, respectively, on all issues to be decided by them as owners;
(iii) Notwithstanding any other provision of this Agreement, neither Indian Partner nor the Joint Venture Company shall cause the Joint Venture Company to incur any debt resulting in recourse to TRB, without the prior written consent of TRB
Management of the Joint Venture. Each Venturer shall represent its respective interests in the Venture. TME, Inc. ("TME") is hereby designated Joint Venture Manager, and as Joint Venture Manager shall manage the acquisition, construction and operation of the Center on a day-to-day basis, including all administrative, accounting, billing, collection, marketing, personnel, and related duties. Without limiting the generality of the foregoing, TME shall have the following authority and duties:
A. Site selection for the Center, and negotiation of space and equipment leases, if applicable;
B. Negotiation of referral agreements with hospitals, physicians, Health Maintenance Organizations, Preferred Provider Organizations, and insurance companies;
C. Selection of the medical director(s) and negotiation of the contract(s) with the medical director(s);
D. Preparation of and implementation of a capital budget and an operating budget for the Center;
E. Coordination of the design, construction and opening of the Center;
F. Supervision of the acquisition, installation and operation of all Imaging Equipment and other equipment for the Center;
G. Employment, training and supervision of personnel at the Center;
H. Negotiation and consummation of all borrowing transactions by or on behalf of the Joint Venture including an ongoing review of debt service requirements and financial arrangements; and
I. Any and all other actions necessary for the delivery of a complete and operational Center at the maximum price agreed upon by TME and Paine Webber, Inc. ("PWI"). Notwithstanding the foregoing, neixxxx TXX xxx its Affiliates shall, on behalf of the Venture, cause either Venturer or the Venture to incur any indebtedness other than (i) interim financing in an aggregate amount not exceeding the unpaid balance of the investor notes executed in connection with the offering of Units of limited partnership interest of either Venturer, in the aggregate, which shall be due and payable upon payment of such investor notes; (ii) trade indebtedness incurred in the ordinary course of business; (iii) financing for the purpose of funding initial construction, Imaging Equipment, other equipment and furnishings, acquisition of the Center, provided that such financing shall not exceed one-third of TMEDP's contribution to the Joint Venture; (iv) indebtedness for the purpose of providing working capital reserves of no more than $500,000; or (v) indebtedness for the purpose of purchasing or leasing Imaging Equipment or other equipmen...
Management of the Joint Venture. The Joint Venture will be managed by a Management Committee consisting of eight (8) members. Four (4) members will be appointed by the City, inclusive of one member from the London Public Library. Three (3) members will be YMCA representatives, along with the Chief Executive Officer of the YMCA who will be the chair of the committee. The chair will not have a second or casting vote. It is intended that decisions of the Management Committee will be reached by consensus. On any matter requiring a vote, each member of the Management Committee shall have one (1) vote with respect to decisions of the Management Committee. In the event of disagreement between the City, the YMCA and the Library, the Joint Venture Agreement shall provide a dispute resolution mechanism in the form of binding mediation and/or arbitration.
Management of the Joint Venture. The parties hereby agree that Management of the Joint Venture and any decisions relating to agricultural production shall be the sole responsibility of the first venturer. This shall include but not be limited to the keeping of proper records and books of account, the planning of cropping and livestock programmes, entering into contracts of employment on behalf of the joint venture and all matters ancillary thereto.
Management of the Joint Venture. With the consent and approval of FR and the direction of the portfolio advisor, ASCOT shall conduct the investment affairs of the Fund. ASCOT shall have management and trading discretion over the Fund’s portfolio, subject to discretionary approval by INFN and FR, collectively represented by FR. Election of Directors. ASCOT shall be entitled to appoint two (2) new members to the board of directors in its sole discretion. FR shall vote its shares so as to maintain three (3) positions on the Fund’s board of directors (for a total of five (5) members of the board of directors) until all funds due FR hereunder are paid in full. Books of Account: Books of account of the transactions of the Fund shall be kept FR until such time as the Collateral is released and conditions of Section 2 are met. At such time, these records shall be held by auditors and CPA’s appointed jointly by ASCOT, the Fund and FR, unless otherwise instructed by a regulatory body including but not limited to the SEC. Said books of account shall be available and open to inspection and examination at all reasonable times by any Party to this Agreement. Accounting: The Fund shall be fully compliant and fully reporting as required by the 1940 Act.
Management of the Joint Venture. Subject to the actions and decisions that are reserved for the Members pursuant to Section 6.5 and elsewhere in this Agreement or by the Act, the Managing Member shall have full, exclusive, and complete discretion, power, and authority, to manage, control, administer, and operate the day-to-day business and affairs of the Joint Venture for the purposes herein stated, and to make all decisions affecting such business and affairs that are in the ordinary course of business, including, without limitation, for Joint Venture purposes, the power to (i) authorize and make expenditures that have been approved by the Members as part of the Budget or otherwise, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization and financing and operation of the Joint Venture; (ii) sign checks or authorize payment of such approved expenditures; and (iii) to execute any and all other instruments and documents which may be necessary or in the opinion of the Managing Member desirable to carry out the intent and purpose of this Agreement.
