Nature of Obligations between Members Sample Clauses

Nature of Obligations between Members. Except as otherwise expressly provided by this Agreement, shall deem any Member, in that Member’s capacity as a Member, an agent or legal representative of any other Member or to create any fiduciary relationship between Members for any purpose whatsoever, apart from obligations between the members of a limited liability company as may be created by the Act. Except as otherwise expressly provided by this Agreement, each Member has no authority to act for, or to assume any obligation or responsibility on behalf of, any other Member or the Fund.
Sample 1Sample 2Sample 3See All (29)
AutoNDA by SimpleDocs
Nature of Obligations between Members. 10 4.12 Status Under the Uniform Commercial Code 10 4.13 Additional Capital Contributions 10 5.1 Management 10 5.2 Duties and Obligations of the Manager 11 5.3 Rights or Powers of Preferred Members. No Voting Rights 12 5.4 The Manager May Engage in Other Activities 12 5.5 Compensation 13 5.6 Liability for Certain Acts 13 6.1 Allocation of Net Income and Net Loss 13
Sample 1Sample 2
Nature of Obligations between Members. Except as otherwise expressly provided, nothing contained in this Agreement will be deemed to constitute any Member, in that Member's capacity as a Member, an agent or legal representative of any other Member or to create any fiduciary relationship between Members for any purpose whatsoever, apart from obligations between the members of a limited liability company as may be created by the Act. Except as otherwise expressly provided in this Agreement, a Member has no authority to act for, or to assume any obligation or responsibility on behalf of, any other Member or the Fund. All Interests in the Fund will be securities governed by Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware. The Interests are not evidenced by certificates, and will remain not evidenced by certificates. The Fund is not authorized to issue certificated Interests. The Fund will keep a register of the Members' Interests, in which it will record all Transfers of Members' Interests made in accordance with Article VIII of this Agreement.
Sample 1Sample 2
Nature of Obligations between Members. Except as otherwise expressly provided herein, nothing contained in this Agreement shall be deemed to constitute any Member an agent or legal representative of any other Member or to create any fiduciary relationship for any purpose whatsoever, apart from such obligations between the members of a limited liability company as may be created by the Delaware Act. Except as otherwise expressly provided in this Agreement, a Member shall not have any authority to act for, or to assume any obligation or responsibility on behalf of, any other Member or the Company.
Sample 1
Nature of Obligations between Members. Except as otherwise expressly provided herein, nothing contained in this Agreement shall be deemed to make any Member, in such Member’s capacity as a Member, an agent or legal representative of any other Member or to create any fiduciary relationship between Members for any purpose whatsoever, apart from such obligations between the members of a limited liability company as may be established by the Act. Except as otherwise expressly provided in this Agreement or a Series Operating Agreement, no Member shall have any authority to act for, or to assume any obligation or responsibility on behalf of, any other Member, a Series or the Company.
Sample 1

Related to Nature of Obligations between Members

  • Nature of Obligations Nothing contained herein shall create or require the Bank to create a trust of any kind to fund any benefits which may be payable hereunder, and to the extent that the Executive acquires a right to receive benefits from the Bank hereunder, such right shall be no greater than the right of any unsecured general creditor of the Bank.

  • Nature of Obligation For all purposes, including but limited to Federal and State tax purposes, this Note shall be treated as a debt and not as an equity interest.

  • Scope of Obligations 3.11.1 Notwithstanding anything to the contrary contained herein, AT&T-21STATE’s obligations under this Agreement shall apply only to: 3.11.1.1 the specific operating area(s) or portion thereof in which AT&T-21STATE is then deemed to be the ILEC under the Act (the “ILEC Territory”), and only to the extent that CLEC is operating and offering service to End Users identified to be residing in such ILEC Territory; and 3.11.1.2 assets that AT&T-21STATE owns or leases and which are used in connection with AT&T- 21STATE’s provision to CLEC of any Interconnection Services provided or contemplated under this Agreement, the Act or any tariff or ancillary agreement referenced herein (individually and collectively, the “ILEC Assets”). 3.11.2 This Agreement sets forth the terms and conditions pursuant to which AT&T-21STATE agrees to provide CLEC with access to 251(c)(3) UNEs, Collocation under Section 251(c)(6), Interconnection under Section 251(c)(2) and/or Resale under Section 251(c)(4) in AT&T-21STATE’s incumbent local Exchange Areas for the provision of CLEC’s Telecommunications Services. The Parties acknowledge and agree that AT&T- 21STATE is only obligated to make available 251(c)(3) UNEs, Collocation under Section 251(c)(6), Interconnection under Section 251(c)(2) and/or Resale under Section 251(c)(4) to CLEC in AT&T- 21STATE’s incumbent local Exchange Areas. AT&T-21STATE has no obligation to provide such 251(c)(3) UNEs, Collocation, Interconnection and/or Resale, to CLEC for the purposes of CLEC providing and/or extending service outside of AT&T-21STATE’s incumbent local Exchange Areas. In addition, AT&T- 21STATE is not obligated to provision 251(c)(3) UNEs or to provide access to (251(c)(3) UNEs, Collocation under Section 251(c)(6), Interconnection under Section 251(c)(2) and/or Resale under Section 251(c)(4) and is not otherwise bound by any 251(c) obligations in geographic areas other than AT&T-21STATE’s incumbent local Exchange Areas. Therefore, the Parties understand and agree that the rates, terms and conditions set forth in this Agreement shall only apply to the Parties and be available to CLEC for provisioning Telecommunication Services within an AT&T-21STATE incumbent local Exchange Area(s) in the State in which this Agreement has been approved by the relevant state Commission and is in effect. 3.11.3 Throughout this Agreement, wherever there are references to Unbundled Network Elements that are to be provided by AT&T-21STATE under this Agreement, the Parties agree and acknowledge that their intent is for the Agreement to comply with Section 3.11.2 above, and require only the provision of Section 251(c)(3) UNEs.

  • Fulfilment of Obligations The Parties shall take any general or specific measures required to fulfil their obligations under this Agreement.

  • Release of Obligations If the Delivery Date has not occurred on or prior to the Cut-Off Date (including by reason of the Aircraft not being completed and delivered, the Owner Participant's failure to make the full amount of its Commitment available in accordance with the terms of Section 3.02 hereof and no transferee Owner Participant having been identified pursuant to Section 3.05(a) hereof), then, in such event, the Owner Trustee shall not purchase the Aircraft from AVSA, and subject to the last sentence of Section 3.05(a) hereof the parties to the Operative Agreements shall have no further obligations or liabilities under any of said Operative Agreements with respect to the Aircraft, including the obligation of the Owner Participant to participate in the payment of the Purchase Price, and such documents shall terminate and have no further force or effect with respect to the Aircraft; provided, however, that if the last sentence of Section 3.05(a) hereof does not apply the Lessee shall provide, no later than the Cut-Off Date, notice of prepayment to the Indenture Trustee and the Certificates shall be prepaid on the 15th day following the Cut-Off Date as provided in Section 6.02(a)(vi) of the Original Indenture and Section 17.02(c) hereof and provided further, that (i) the Lessee's obligation to pay any Transaction Costs as provided in Section 3.04 hereof (to the extent such section is applicable) and to indemnify such parties to the extent provided in such documents, shall not be diminished or modified in any respect and (ii) the obligations of the Owner Trustee, the Indenture Trustee and the Lessee to return funds and pay interest, costs, expenses and other amounts thereon or in respect thereof as provided in Section 3.02 hereof shall continue.

  • Survival of Obligations Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!