MANAGEMENT PARTIES Sample Clauses

MANAGEMENT PARTIES. Pursuant to Section 11.10 hereof, each Management Party has executed a counterpart signature page to this Agreement LEAF Commercial Capital, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the Board of Directors of the Corporation (the “Board of Directors” or the “Board”), pursuant to the authority of the Board of Directors as required by Section 151 of the Delaware General Corporation Law, and in accordance with the provisions of its Certificate of Incorporation and Bylaws, each as amended and restated through the date hereof, has and hereby authorizes a series of the Corporation’s previously authorized Preferred Stock, no par value (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof, as follows:
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MANAGEMENT PARTIES. From and after the date of this Agreement, each Management Party shall indemnify and hold harmless the other Parties hereto and their respective Affiliates and Representatives (collectively, the “Management Party Indemnitees”), from and against and in respect of any and all Losses resulting from, arising out of, relating to, or imposed upon or incurred by any Management Party Indemnitee by reason of: i. any inaccuracy in or breach of any representation or warranty of such Management Party contained in this Agreement (it being understood that for the sole purpose of determining Losses (and not for purposes of determining whether or not there are any inaccuracies in or breaches of any representation or warranty), the representations and warranties shall not be deemed to be qualified by any references to materiality or material adverse effect or subsequent supplements); and ii. any breach by such Management Party of any covenant or agreement contained in this Agreement. iii. Norcraft shall recover any amounts due to it by any such Management Party pursuant to claims made under this Agreement from any amounts that, at the time of such claim for indemnification is made or thereafter, are owed but not yet paid by Norcraft under the applicable Tax Receivable Agreement to such Management Party or any transferee or assignee of such Management Party’s rights thereunder (and Norcraft may reduce any such amounts due by, and set-off any such amounts due against the indemnification amounts), regardless of whether any Management Party remains a party to such Tax Receivable Agreement (each such right with respect to a Management Party, a “Management Party Set-Off Right”); provided that if the Board determines that the amount of any indemnification claim owed by any Management Party will exceed the amount reasonably expected to be payable to such Management Party (or its assignee or transferee) under the applicable Tax Receivable Agreement and thus available to be subject to the Management Party Set-Off Right over the 24-month period following the date on which the claim for indemnification was made, then the Norcraft Group Indemnitee may pursue indemnification against the Management Party directly.
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Related to MANAGEMENT PARTIES

  • Independent Parties For purposes of this Agreement, the Parties are independent contractors and neither may be considered an agent or an employee of the other. No joint venture, partnership or like relationship is created between the Parties by this Agreement.

  • Management Agent Borrower shall cause the Development to be managed by an experienced management agent reasonably acceptable to the County, with a demonstrated ability to operate residential facilities like the Development in a manner that will provide decent, safe, and sanitary housing (the "Management Agent"). The County has approved the ▇▇▇▇ ▇▇▇▇▇▇▇ Company as the Management Agent. Borrower shall submit for the County's approval the identity of any proposed subsequent management agent. Borrower shall also submit such additional information about the background, experience and financial condition of any proposed management agent as is reasonably necessary for the County to determine whether the proposed management agent meets the standard for a qualified management agent set forth above. If the proposed management agent meets the standard for a qualified management agent set forth above, the County shall approve the proposed management agent by notifying Borrower in writing. Unless the proposed management agent is disapproved by the County within thirty (30) days, which disapproval is to state with reasonable specificity the basis for disapproval, it shall be deemed approved.

  • Management and Operations Promotes the learning and growth of all students and the success of all staff by ensuring a safe, efficient, and effective learning environment, using resources to implement appropriate curriculum, staffing, and scheduling

  • Management and Operation 6.01 Management of Partnership Affairs 16 6.02 Duties and Obligations of General Partner 17 6.03 Release and Indemnification 17 6.04 Power of Attorney 18

  • MCUA PARTIES Any of the following types of entities that have executed a Master Contract Usage Agreement with Enterprise Services: ▪ Political subdivisions (e.g., counties, cities, school districts, public utility districts) in the State of Washington; ▪ Federal governmental agencies or entities; ▪ Public-benefit nonprofit corporations (i.e., § 501(c)(3) nonprofit corporations that receive federal, state, or local funding); and ▪ Federally-recognized Indian Tribes located in the State of Washington.