Manager Obligations. 5.1 The Manager will be responsible for all contact with Investors, including:
a) advising them of necessary action if they wish to make investments. The Manager acknowledges that Mainspring will only be able to subscribe for an issue or make a payment on an Investor's behalf on receipt of cleared funds from them in Mainspring's client account prior to the date of subscription for new shares (or other securities) or payment. Mainspring will inform the Manager as required when cleared funds have been received by Mainspring from the relevant Investors;
b) distributing documents such as valuation statements, contract notes, EIS certificates, or tax information (or Instructing Mainspring to email directly to Investors or upload to the reporting website, as the case may be); and
c) dealing with any questions from Investors on their investments.
5.2 To enable Mainspring to assume and continue to carry out its duties under this Agreement, the Manager shall (whether itself, on the Investor's behalf, or by ensuring that the Investor completes such actions) complete such transfers, mandates or other documents and do such acts and things as shall be within its power from time to time required by Mainspring to bring the Securities and/or Cash which are the subject of the Services under Mainspring's, a Nominee's or a Sub-Custodian's control and to enable Mainspring, a Nominee or a Sub-Custodian to deal with it as custodian at the commencement of or at any time during the term of this Agreement, provided that Mainspring may, in its absolute discretion, decline to accept (in whole or in part) any Securities or Cash which the Manager requests Mainspring to hold.
5.3 The Manager agrees to provide, and if reasonably requested by Mainspring to execute any further, documents, materials and information as may be reasonably requested by Mainspring to enable it to perform its duties and obligations under this Agreement.
5.4 The Manager shall notify Mainspring of the Cash and Securities to be received for the Portfolio.
5.5 The Manager acknowledges and agrees that it has full responsibility for all decisions regarding the investment by the Manager in any Securities, and that Mainspring is neither responsible nor liable in any way whatsoever to assess, advise, or to exercise any judgement, on behalf of the Manager, in relation to the relative merits, suitability or appropriateness of any Securities, market or transaction, nor for the selection, acquisition and disposal of Securiti...
Manager Obligations. Subject to Clause 8.2 hereof, Manager agrees to, and hereby does, indemnify and hold harmless the Owner or the relevant Capital Companies, its permitted assignees and their respective officers, directors, employees and agents (each of the foregoing, an “Owner Indemnified Party”) against any and all liabilities, losses, damages, penalties, costs and expenses (including reasonable costs of defense and reasonable legal fees and expenses) which may be incurred or suffered by any Owner Indemnified Party as a result of Claims or Losses to the extent caused by, or arising from, the gross negligence or the willful misconduct of Manager or a breach by Manager of its contractual obligations hereunder or any material misrepresentation made by Manager herein. Each of the Owner and the Manager hereby agree that (i) nothing contained in this Agreement (including but not limited to this Clause 18.2) shall be interpreted as an explicit or implied guarantee by the Manager of the obligations due under the Container Debt or of the performance of the Owner Containers, and any and all such guarantees are expressly disclaimed in all respects, and (ii) losses may occur for various reasons including, but not limited to, the financial inability or refusal of the Lessees to make rental payments under the Leases, and the inability of the Manager to re-lease the Owner Containers in sufficient amounts or at sufficient rates to pay obligations under the Container Debt and that Manager shall have no liability to Owner for such losses.
Manager Obligations. During the Term, Manager shall act as the exclusive manager for, and, subject to Section 8 of this Agreement, the exclusive operator of, the Business on the Licensed Premises. Manager shall devote such time, skill, and efforts to the performance of its obligations under this Agreement as are required to care for the operation of the Business on the Licensed Premises in accordance with accepted cannabis production in Jackson County, Oregon. In connection with such management, Manager shall supervise, care for, and maintain the Licensed Premises and provide all services, labor, materials, and equipment necessary to operate the Business on the Licensed Premises.
Manager Obligations. Except as set forth in Section 4.2, each Member will be responsible for its routine operational expenses.
Manager Obligations. If the presence of any Hazardous Materials on, under or about the Property caused or permitted by MANAGER results in (i) injury to any person, (ii) damage to or contamination of the Property (or a portion thereof), or (iii) to or contamination of any real or personal property wherever situated, MANAGER shall immediately notify the Director of said damages, and/or contamination and/or injuries, and MANAGER, at its sole cost and expense, shall promptly take all actions necessary or appropriate to return the Property to the condition existing prior to the introduction of such Hazardous Materials to the Property and to remedy or repeat any such injury, damage, or contamination. Without limiting any other rights or remedies of DISTRICT under this Agreement, MANAGER shall pay the cost of any cleanup, repair! or remedial work performed on. under or about the Property as required by this Agreement or by applicable laws in connection with the removal, disposal, neutralization or other treatment of such Hazardous Materials caused or permitted by MANAGER. Notwithstanding the foregoing, except in cases of emergency or where ordered to do so by a court, governmental agency, or other agency having jurisdiction over the Property, MANAGER shall not take any remedial action in response to the presence, discharge or release, of any Hazardous Materials on, under or about the Property caused or permitted by MANAGER, or enter into any settlement agreement, consent decree or other compromise with any governmental or quasi-governmental entity without first obtaining the prior written consent of DISTRICT. All work performed or caused to be performed by MANAGER as provided for above shall be done in professional and workmanlike manner and in compliance with plans, specifications, permits and other requirements for such work approved by the Director or Board as applicable. Until such remedial work is completed as determined in writing by applicable regulatory agency or agencies, and the Director or Board, and all remediation related costs of MANAGER are fully paid and reported by MANAGER to the Director! payment of the monthly Management Fee to MANAGER will be withheld by DISTRICT. Notwithstanding the foregoing, DISTRICT will not withhold payment of the Management Fee to MANAGER so long as MANAGER is working with due diligence toward the development of any required remediation plan and thereafter commences such work and diligently pursues such work to completion.
Manager Obligations. Manager will indemnify, defend and hold harmless Owner, its officers, shareholders, directors, agents, employees, and their respective heirs, personal representatives, successors and assigns from all claims suffered by Owner, its officers, shareholders, directors, agents and employees, and their respective heirs, personal representatives, successors and assigns from and against any claim arising out of Manager's gross sole negligence or intentional wrongful action. This obligation to indemnify will survive termination of this Agreement.
Manager Obligations. The obligations of each Manager under this Agreement are joint and several, and are in the amount as specified in clause 2.1 (
Manager Obligations. In conjunction with developing and implementing the applicable Annual Plan, as applicable, Manager shall perform or supervise performance of the following duties, all in accordance with the Standard and in collaboration with Owner:
(a) assist, advise and consult with Owner in the designing, equipping and furnishing of the Venues;
(b) be responsible for, in consultation with Owner and Hotel Operator and subject to Owner’s approval, (i) the development, creation and pricing of the menus (and the periodic updating thereof) for the Venues including, without limitation, creation and development of recipes, food and beverage menu items, presentation standards, graphics and design of menus, drink, cocktail and wine lists and pricing, and (ii) the development and selection of staff uniforms, music and other design and operational elements for the Venues;
(c) coordinate with Owner and Hotel Operator to establish and implement or supervise implementation of policies and procedures for the operation of each of the Venues (including policies and procedures for software and technology systems), with Owner having final approval rights of the same;
(d) assist Owner and Hotel Operator in connection with Hotel Operator’s administration of human resources policies and procedures bearing on Venues operations as may be established by Owner and/or Hotel Operator with respect to the Venues Personnel;
(e) subject to Section 5.3.1 and the requirements of Hotel Operator as the employer of the Venues Personnel, comply with all of Hotel Operator’s labor and personnel policies, including wage and salary rates and terms, fringe benefits, pension, retirement, bonus and employee benefit plans for all Venues Personnel; provided, however, for avoidance of doubt, in no event shall Manager have the right to execute or enter into any collective bargaining agreement (or similar agreement) with respect to the Managed Facilities or Venues Personnel without the prior written approval of Owner (which approval may be granted or withheld in Owner’s sole and absolute discretion);
(f) incorporate in its policies and procedures for Venues operations, in material respects, security procedures established by Hotel Operator, and cooperate with Owner and Hotel Operator in connection with the security operations for the Venues;
(g) subject to the applicable approved Annual Plan, consult with and assist Owner and Hotel Operator regarding their performance of the Maintenance and Repair and Capital Improvemen...
Manager Obligations. Manager agrees to indemnify and hold harmless Owner, Owner’s permitted assignees and their respective officers, directors, employees and agents (each of the foregoing, an “Owner Indemnified Party”) from and against any and all Claims or Losses that may be incurred or suffered by any Owner Indemnified Party to the extent caused by, or arising from (A) breach by the Manager of obligations and/or covenants contained in this Agreement, (B) any failure of any of the Manager’s representations and warranties under this Agreement to be true and correct in all material respects on and as of the date when made, or (C) the gross negligence or willful misconduct of the Manager. Owner and Manager hereby agree that (i) nothing contained in this Agreement (including but not limited to this Section 15.2) shall be interpreted as an explicit or implied guarantee by Manager of the performance of the Owner Containers, and Manager expressly disclaims any and all such guarantees in all respects, and (ii) losses may occur for various reasons including, but not limited to, the financial inability or refusal of the Lessees to make rental payments under the Leases and the inability of Manager to re-lease the Owner Containers in sufficient amounts or at sufficient rates and Manager shall have no liability to Owner for such losses.
Manager Obligations. (i) The Manager shall, subject to appropriate or applicable confidentiality restrictions, provide LIPA not later than ninety (90) days following the Contract Date with a list in electronic format of vendor agreements of the Manager or Manager's Related Parties material to the Manager's performance under this Agreement and provide copies of any such agreement upon request if permitted under the terms of such agreement, or if not so permitted, information with respect to such agreement to the extent permitted by the confidentiality terms thereof.
(ii) The Manager shall, and shall cause Manager's Related Parties to, use commercially reasonable efforts to ensure that all agreements with third parties entered into after the Contract Date which are material to the Manager's performance of its obligations hereunder, grant LIPA the right to own or license the goods and services xx xx xxxvided thereunder. The Manager shall also require that all material vendor agreements be assignable to LIPA upon expiration or termination of this Agreement, if such provision can be obtained from the applicable party for no additional charge to the Manager (or if such charge is reimbursed by LIPA), and provided that upon any such assignment, the Manager shall have no further liability obligation or cost with respect to any such agreements (other than for periods prior to such assignment). The Manager shall use commercially reasonable efforts to include provisions in any future agreement with a sublicensee requiring such sublicensee to notify the Manager and LIPA if the grant of a sublicense to such sublicensee would create a conflict of interest for LIPA or any of LIPA's Related Parties due to the disclosure of LIPA Owned Property to the sublicensee. In such event, the parties shall agree upon a course of action to avoid such conflict of interest. The Manager shall further require the sublicensees to be bound by the license terms and related confidentiality restrictions.
