Member Obligations. Neither Member nor any Affiliate of, or any Director appointed by, either Member shall have any obligation or owe any duty, fiduciary or otherwise, to the Company or to any other Member or its Affiliates, including any obligation (a) to offer business opportunities to the Company, (b) to refrain from pursuing business opportunities that may have a competitive impact upon the Company or (c) to refrain from taking any other action that will or may be detrimental to the Company, and neither Member nor any Affiliate of such Member shall, by virtue of the relationship established pursuant to this Agreement, have any other obligations to take or refrain from taking any other action that may impact the Company. The provisions of this Section 3.2 constitute an agreement to modify or eliminate fiduciary duties pursuant to the provisions of Section 18-1101 of the Act.
Member Obligations. In addition to the above, Member promises the following:
a. Member will not allow damage to any area of the Building.
b. Member will not allow waste of the Utilities or Services provided by Art Works.
c. Member will make no alterations or additions to the Makerspace.
d. Member will not remove fixtures from any area of the Building.
e. Member will not engage in any activities in or around the Building that are unlawful, illegal, or unreasonably dangerous.
f. Member will notify Art Works in writing of any damage, injury, or other reportable incident that occurs while in or around the Building.
g. Member will adhere to any and all studio-specific policies that Art Works establishes.
h. Member will follow required procedures for closing down and securing the Building when present after business hours.
i. If Member’s phone number or mailing address change at any time during the Membership Term, Member will timely provide the new contact information to Art Works in writing.
Member Obligations. In exchange for the membership rights granted herein, the member and the Payor agree to: (a) be responsible for payment of all amounts owing under this Agreement, when due, irrespective of the extent to which the Member makes use of the Membership Package; (b) comply with all terms and conditions of this Agreement; (c) observe and give effect to any rules and regulations with The Factory may post or make available from time to time; and (d) immediately notify The Factory after becoming aware of any changes to the information contained in the Member Information or Payment Information.
Member Obligations. Promptly upon request, each Member shall provide the Managing Member with any information related to such Member necessary to allow the Company to comply with any tax reporting, tax withholding or tax payment obligations of the Company.
Member Obligations. The parties acknowledge that Seller has certain contractual obligations to its existing members as of the Closing Date (the “Existing Members”) to provide certain programs and other services utilizing the Property, and specifically the targeting systems included in the Site Improvements (the “Member Obligations”). In order to allow Seller to meet the Member Obligations during the period of time it will take for Seller to construct replacement targeting systems on the Remaining Land, Buyer agrees to allow Seller to utilize the Property for the purposes of satisfying the Member Obligations on the terms set forth in this Article 10 (the “Permitted Use”).
Member Obligations. Advise reception of any changes to your contact details, direct debit or banking details. Comply with all aspects of this Agreement and any signage or terms displayed in the club. It is your obligation to inform us in advance if there are any risks to your health participating in activities at the club and if necessary obtain approval from your Doctor or medical practitioner. You further warrant that you will advise any material changes to your health whilst a member to management and not use the facilities whilst suffering from any infections or contagious illnesses. Minor ailments (e.g. cuts, sores, or minor infections) can still cause risk to other members and we ask you to consider the well-being of other members. We reserve the right to refuse entry or terminate memberships based on health and safety reasons. You will need to cancel direct debit facilities for your membership when this Agreement expires or is terminated. In the event of any wilful or negligent damage solely caused by you to any equipment or facilities of the club you agree to be responsible for cost of rectification of the damage.
Member Obligations. Each Member and its Affiliates may engage, directly or indirectly, without the consent or approval of any other Member or the Company, in the business conducted by such Member and its Affiliates as of the Formation Date, the First Amendment Date, and/or the Effective Date and in any other business, business opportunities, transactions, ventures or other arrangements of any nature or description independently or with others, including business of a nature that may be competitive with or the same as or similar to the Business, regardless of the geographic location of such business, all without any duty or obligation to account to any other Member or the Company in connection therewith. Nothing herein is intended to create a partnership, joint venture, agency or other relationship creating fiduciary or quasi-fiduciary duties or similar duties and obligations or subject the Members to joint and several or vicarious liability or to impose any duty, obligation or liability that would arise therefrom with respect to any or all of the Members or the Company. To the extent that, at law or in equity, any Member has any fiduciary or other duty to the Company or any other Member pursuant to this Agreement, such duty is hereby eliminated to the maximum extent permitted pursuant to Section 18-1101(c) of the Act. Notwithstanding anything to the contrary in this Agreement, (a) a Member shall be permitted to vote its Company Interest in its own self-interest and (b)(i) the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Member, (ii) no Member that (directly or through an Affiliate) acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company or any other Member, and such Member shall not be liable to the Company, to any other Member or to any other Person for breach of any fiduciary or other duty by reason of the fact that such Member pursues or acquires such opportunity or information and (iii) neither the Company nor any Member shall have any right, by virtue of this Agreement, to share or participate in such other businesses, investments or activities of a Member or to the income or proceeds derived therefrom.
Member Obligations. In addition to the other provisions, hereof, each Member shall have the obligation to:
(a) Pay all contributions or other payments to the Trust at such times and in such amounts as shall be established by the Trust Committee. Any delinquent payments shall be paid with interest pursuant to a policy established by the Trust Committee and uniformly applied.
(b) Designate in writing a Member Representative and one or more alternates for the Members' meetings. The Representative and any alternate shall be an employee of the Member, except as provided in Section 3.1, and may be changed from time to time. Any alternate may exercise all the powers of the Representative during a Member meeting in the absence of the Member Representative.
(c) Allow the Trust Committee and Administrator and their agents reasonable access to records of the Member as required for the administration of Plan and Trust.
(d) Cooperate fully with the Trust Committee and Administrator and their agents in matters relating to the administration of the Plan and Trust and the administration and coordination of benefits under the Plan.
(e) Allow the Trust Committee to make decisions regarding, and to designate attorneys to represent the Member in, the investigation, settlement and litigation of any claim within the scope of benefits furnished through the Plan.
(f) Comply with the benefits administration, claims handling and related policies established by the Trust Committee.
Member Obligations. To the full extent permitted by law, neither the Member nor any affiliate of, or any Director appointed by, the Member nor any Officer shall have any obligation or owe any duty, fiduciary or otherwise, to the Company or to any of the Company’s affiliates, including any obligation (i) to offer business opportunities to the Company, (ii) to refrain from pursuing business opportunities that may have a competitive impact upon the Company, or (iii) to refrain from taking any other action that will or may be detrimental to the Company, and neither the Member nor any of its affiliates shall, by virtue of the relationship established pursuant to this Agreement, have any other obligations to take or refrain from taking any other action that may impact the Company. The provisions of this Section 16 constitute an agreement to modify or eliminate fiduciary duties pursuant to the provisions of Section 18-1101 of the Act.
Member Obligations. The Liability of each Member hereunder shall be joint and several with Seller and with the other Member. Where in this Agreement provision is made for any action to be taken or not taken by Seller, Members jointly and severally undertake to cause Seller to take or not take such action, as the case may be. Without limiting the generality of the foregoing, Members shall be jointly and severally liable with Seller for the indemnities set forth in Article X.
