Management of the Venture Sample Clauses

Management of the Venture. 5.1. Rights and Procedures in Management. Each Partner shall have one vote in the management of the affairs of the Partnership, irrespective of the amounts which each Partner has contributed, or may contribute, to the Partnership. The affirmative votes of two Partners shall be sufficient to authorize any action to be taken by the Partnership or on behalf of the Partners. Each Partner may designate any of its officers or employees or any of the officers or employees of any partner to act as its agent and attorney in connection with the affairs of the Partnership by naming such officer or employee in a written designation of agent and power of attorney delivered to the other Partners. Such agent and attorney may thereafter, without the necessity of further authorization, cast the vote of such Partner in connection with the management of the Partnership, otherwise bind such Partner in all matters pertaining to the Partnership, and execute all documents pertaining to the affairs of the Partnership on behalf of such Partner. A Partner may revoke or amend any such designation and power of attorney in a writing delivered to the other Partners.

Management of the Venture. 2.1. The business and affairs of the Venture shall be supervised by a Venturers Committee (the "Committee"). The Committee shall consist of four persons, two of whom shall be designated in writing by ESJ, and one of whom shall be designated in writing by GAI, and one of whom shall be designated in writing by IHS. The initial designees of the Venturers to serve on the Committee shall be Xxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxx for ESJ, Xxxxxx X. Xxxxxxx for GAI and Xxxx X. Xxxxxxx for IHS. Any Venturer may change its Committee designees by notice given to the other Venturers not less than ten days prior to the effective date of such change. 2.2. The Committee shall meet at times and places fixed by the Committee as necessary for conducting the business of the Venture and mutually convenient to the members of the Committee upon at least two days' notice. At any meeting, a majority of the full number of members of the Committee shall be required for any and all action to be taken by the Committee. 2.3. The Committee shall have authority to appoint and employ such managers, employees, consultants and agents for the Venture as it shall deem appropriate and may delegate to them any and all of its power and authority hereunder. Concurrently herewith, Xxxxxx X. Xxxxxx has been appointed the Manager of the Venture and Xxxx X. Xxxxxxx has been appointed the Assistant Manager of the Venture. Xxxxxxxx Hospitality Management Corporation, a Delaware corporation ("Hospitality"), will be appointed to perform technical assistance services in connection with the renovation and refurbishment of the Hotel and will be appointed the agent of the Venture for the supervision, direction and control of the operation and management of the Hotel in the Venture's behalf commencing on the date the Hotel opens for business pursuant to the terms of a Management Letter Agreement between the Venture and Hospitality in substantially the form presented to the Venturers.

Management of the Venture. 1. Xxxxx and Company are individually and collectively hereby designated as the Managing Partner of the Venture and each hereby accepts such designation. Except where herein expressly provided to the contrary, all decisions with respect to the operation and control of the Venture shall be vested in the Company and shall be implemented by Company, it being acknowledged that (subject to the requirements of Section 3.01(c) with regard to Property Manager Recommendations) the Company shall have the authority to take all actions to be taken by "the Managing Partner" hereunder and, in furtherance thereof, to execute and deliver all documents on behalf of the Venture in furtherance of its responsibilities as the Managing Partner hereunder, subject to any other terms and conditions contained in this Agreement, including, without limitation, Sections 3.01(c) and 3.01(d). Except where herein contained to the contrary, Company shall be responsible for the day to day supervision of all aspects of the business of the Venture (including, without limitation, the leasing, operation, maintenance and improvement of the Property) and the discharge of all obligations of the Managing Partner hereunder; provided, however, if Company fails to execute any lease proposed by the Property Manager which does not require the Approval of Company hereunder or under the Management and Leasing Agreement, Xxxxx, as Managing Partner, shall have the right to execute such lease on behalf of the Venture. Xxxxx and Company agree and acknowledge that certain of the duties and obligations of the Managing Partner hereunder have been delegated to the Property Manager pursuant to the Management and Leasing Agreement and further acknowledge that Company shall have no liability to Xxxxx or the Venture under this Agreement as a result of the failure of the Property Manager to discharge such duties and obligations so delegated to it under the Management and Leasing Agreement and that Company shall not be deemed to be a Defaulting Venturer under Section 5.08 hereof as a result of any such failure by the Property Manager; provided, however, nothing herein shall affect the Company's liability for the Venture's liability to Persons (including the Venture's liability to the Property Manager pursuant to Section 7.13 of the Management and Leasing Agreement) resulting from the Company's general partner status.

Management of the Venture. Subject to the reservations of control in the Venture specified in this paragraph, the Parties designate Patara as the Venture Manager of this Venture. In the event of bankruptcy of Patara, the inability of Patara to perform the functions of Venture Manager, breach of this Agreement by Patara or withdrawal of Patara as the Venture Manager, Conterra shall immediately become and is hereby appointed as Venture Manager.

Management of the Venture. The management and control of the business and affairs of the Venture shall be vested in PMSI-PERU. Except as may otherwise be mutually agreed upon, all decisions affecting or arising out of the management, conduct and operations of the business of the Venture shall be made by PMSI-PERU.

Management of the Venture. A. Deltona shall be the Manager of the Venture, which will be responsible for the management and operation of the affairs, activities and business of the Venture. Deltona shall report the activities of the Venture to Scafholding on a regular basis, including all receipts and expenditures of the Venture. Notwithstanding the foregoing, Deltona shall not have the authority to take any of the following actions on behalf of the Venture without the written authorization of Scafholding: (i) the execution of any mortgage or security agreement covering all or any portion of the Property in the Venture; (ii) the sale, lease or other disposition of any portion of the Properties except in the normal and ordinary course of business of the Venture, provided that the sale of lots shall constitute the normal and ordinary course of business of the Venture; (iii) confess a judgement against the Venture; or (iv) any act which would make it impossible to carry on the ordinary business of the Venture. B. As manager of the Venture, Deltona shall use its best efforts to cause the Venture to market and sell the Property as expeditiously as possible consistent with sound development and marketing principles in order to generate the maximum profit from the sale of the Properties. C. Scafholding BV reserves the right to have the final approval authority over any transaction be it ordinary or otherwise.

Management of the Venture. 4.1. The Venture shall be managed by a Board of Officers (Diretoria) that shall be composed of two (02) Officers, a Chief Executive Officer (Diretor Presidente or CEO) and a Chief Financial Officer (Diretor Financeiro or CFO), who shall both be resident in Brazil and who do not need to be shareholders of the Venture. The Officers shall have the powers specified in this Shareholders Agreement, in the by-laws of the Venture and in the Brazilian Corporate Law. 4.1.1. The Chief Executive Officer (Diretor Presidente) shall determine the guidelines for the Venture’s business under the supervision of the Shareholders, supervising all of its activities, including the implementation of resolutions and directives, as established by the Shareholders. Subject to the provisions of this Shareholders Agreement, the by-laws of the Venture and the Brazilian Corporate Law, the Chief Executive Officer (Diretor Presidente) shall represent the Venture, both before the courts and elsewhere, before public authorities and agencies, whether federal, state or municipal: (i) solely; or (ii) jointly with the Chief Financial Officer; or (iii) jointly with a proxy, duly appointed under the provisions of the by-laws. The Chief Executive Officer shall also have powers to manage the Venture’s business in general and to practice all acts of management necessary or convenient for the accomplishment of the Venture’s purposes, including all such actions as are necessary or desirable in connection with the Venture’s business or the achievement of the Venture’s purposes, as set forth in Section III above. 4.1.2. The Chief Financial Officer (Diretor Financeiro) shall be responsible for carrying out the financial and accounting policy, directives and activities of the Venture, as established by the Shareholders and in accordance with the relevant Business Plan and Annual Budget. 4.1.3. All fees to be paid by Venture in accordance with any Affiliates Agreements, including PTVLA and Globosat’s rendering services under the Technical Service Agreements not previously approved by the other Shareholder or that exceeds the amounts already set forth in the Annual Budget, shall require the written approval of the Shareholders not rendering the services. 4.2. The Officers (diretores) shall be elected for a term of 3 (three) years — reelection being permitted —, unless earlier removed or replaced or in the event of vacancies due to resignation, death or operation of Law; provided that each Officer shall ser...

Management of the Venture. Subject to the reservations of control in the Venture specified in paragraphs 5.02 and 5.03, the Parties designate Next Energy, LLC as the Venture Manager of the Venture. In the event of the withdrawal of the Venture Manager, a successor Venture Manager shall be appointed.

Management of the Venture. Harbin agrees that during the Term that Sxxxxxxx Xxxx and Xxxxxxxx Xxx jointly shall serve as the manager[s] of the Venture with respect to its day to day business operations The Venture shall also have a Board of Managers (the “Board”) which shall be comprised of five managers, with three of which shall be appointed by Harbin and two of which shall be appointed by Sxxxxxx. All fundamental business decisions with respect to the Venture, which shall include, but not be limited to (a) the incurrence of indebtedness to third parties, (b) the acquisition or disposition of assets, (c) a material change in the business of the Venture, (d) the approval of the annual budget of the Venture, (e) the making of any distributions other than tax distributions, (f) any staffing additions and compensation of employees, (f) any capital expenditures or investment in excess of $50,000, (g) the hiring of and any change in the Venture’s auditors and (h) the establishment of the initial operating policies, procedures and reports of the Venture, will be made by the Board.

Management of the Venture. Except where herein expressly provided to the contrary, all decisions with respect to the operation and control of the Venture shall be vested in the Managing Partner. C-Stone is hereby designated as the Managing Partner of the Venture and hereby accepts such designation and agrees to discharge all obligations of the Managing Partner. Except where herein expressly provided to the contrary, the Managing Partner shall be responsible for the operation and control of the Venture, for making all decisions with respect to the Venture and its interest in MSA, and the day to day supervision of all aspects of the business of the Venture.