Obligations of the Managing Partner Sample Clauses

Obligations of the Managing Partner. The Managing Partner shall: (a) Fund all reasonable and necessary development expenses in accordance with Section 5.1 hereof; (b) Provide all personnel required for Partnership activities, which shall include at least one engineer and one business development person, at cost with no element of profit; (c) Provide office space and support services to the Partnership, at cost with no element of profit; (d) Prepare and submit to the Management Committee for approval an annual Business Plan, which shall include a budget for development expenses and financial projections for the Partnership; and (e) Prepare and provide to Incineco (i) semiannual unaudited financial statements for the Partnership and progress reports on the status of each Project, (ii) annual independent audited financial statements, and (iii) any tax returns or other filings required to be made by or on behalf of the Partnership.
Sample 1
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Obligations of the Managing Partner. Subject to the other provisions of this Agreement, the Managing Partner shall manage, or cause to be managed, the affairs of the Partnership in a prudent and businesslike manner. The Managing Partner shall act as a fiduciary hereunder and in good faith in the performance of its obligations hereunder, but shall have no liability or obligation to the Partners or the Partnership for any decision made or action taken in connection with the discharge of its duties hereunder if such decision or action is made or taken in good faith and in the best interests of the Partnership, irrespective of whether the same may be reasonably prudent or whether bad judgment or negligence (excluding gross negligence) was exercised or involved in connection therewith. It is hereby expressly agreed and acknowledged that the Managing Partner currently owns and operates other outdoor entertainment facilities other than the Amphitheater and that the Managing Partner intends to acquire ownership of additional outdoor entertainment facilities from time to time hereafter. Subject to the provisions of Section 13.02 hereof, it is hereby expressly agreed and acknowledged that (i) the activities of the Managing Partner in respect of other outdoor entertainment facilities shall not be or otherwise constitute a breach of the Managing Partner's fiduciary duties to the Partnership and (ii) CDP shall have no rights, titles or interests in or to the ownership interests of the Managing Partner in other outdoor entertainment facilities as a result of the relationship created hereby.
Sample 1
Obligations of the Managing Partner. 3.1 The Managing Partner will manage the Site on the terms set out in this Agreement and in particular in accordance with its roles and responsibilities as specified in Schedule 3 and will perform its obligations with reasonable care and skill and to the best of its ability and it will at all times act with the utmost good faith towards the Trust and ensure that it, its employees and agents act in a way that will not damage the Trust’s reputation. 3.2 The Managing Partner will ensure that the Site meets all necessary health and safety requirements for the purposes and usage of the Site as set out in the Management Plan and will, subject to the provisions contained in clause 4.3, comply with all relevant laws and regulations.
Sample 1
Obligations of the Managing Partner. (a) Subject to the other provisions of this Agreement, the Managing Partner shall manage, or cause to be managed, the affairs of the Partnership in a prudent and businesslike manner. The Managing Partner shall act as a fiduciary hereunder and in good faith in the performance of its obligations hereunder, but shall have no liability or obligation to the Partners or the Partnership for any decision made or action taken in connection with the discharge of its duties hereunder if such decision or action is (i) not a direct violation of, or in excess of the authority granted by, the provisions of this Agreement and (ii) made or taken in good faith and in the best interests of the Partnership, irrespective of whether the same may be reasonably prudent or whether bad judgment or negligence (excluding gross negligence) was exercised or involved in connection therewith. (b) The Managing Partner and all of its partners, agents, employees, officers, directors and other representatives shall be indemnified and held harmless by the Partnership, to the extent of the assets of the Partnership, from and against any and all claims, demands, liabilities, costs (including, without limitation, the cost of litigation and reasonable attorneys' fees), damages and causes of action of any nature whatsoever arising out of a claim asserted by any third party and relating to the management of the affairs of the Partnership, except where the claim at issue is based upon (i) the gross negligence or willful misconduct of the indemnified party or (ii) an action taken by the indemnified party in direct violation of, or in excess of the authority granted by, the provisions of this Agreement. The indemnification rights herein contained shall be cumulative of, and in addition to, any and all rights, remedies and recourses to which the indemnified parties described herein shall be entitled, whether pursuant to some other provision of this Agreement, at law or in equity.
Sample 1

Related to Obligations of the Managing Partner

  • Obligations of the Manager a. The Manager shall provide (or cause the Series' Custodian (as defined in Section 3 hereof) to provide) timely information to the Sub-Adviser regarding such matters as the composition of assets of the Series, cash requirements and cash available for investment in the Series, and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities hereunder. b. The Manager has furnished the Sub-Adviser a copy of the prospectus and statement of additional information of the Series and agrees during the continuance of this Agreement to furnish the Sub-Adviser copies of any revisions or supplements thereto at, or, if practicable, before the time the revisions or supplements become effective. The Manager agrees to furnish the Sub-Adviser with minutes of meetings of the trustees of the Trust applicable to the Series to the extent they may affect the duties of the Sub-Adviser, and with copies of any financial statements or reports made by the Series to its shareholders, and any further materials or information which the Sub-Adviser may reasonably request to enable it to perform its functions under this Agreement.

  • Obligations of the Adviser (a) The Adviser shall provide (or cause the Fund’s Custodian (as defined in Section 5 hereof, the Fund’s accountant and the Fund’s distributor) to provide) timely information to the Sub-Adviser regarding such matters as the composition of the Sub-Advised Assets, cash requirements and cash available for investment in the Sub-Advised Assets, and all other information as may be reasonably necessary for the Sub-Adviser to perform its responsibilities hereunder. (b) The Adviser has furnished the Sub-Adviser with a copy of the prospectus and statement of additional information of the Fund and it agrees during the continuance of this Agreement to furnish the Sub-Adviser copies of any revisions or supplements thereto at, or, if practicable, before the time the revisions or supplements become effective. The Adviser agrees to furnish the Sub-Adviser with copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information that the Sub-Adviser may reasonably request to enable it to perform its functions under this Agreement.

  • Obligations of Management Each officer and key employee of the Company is currently devoting substantially all of his or her business time to the conduct of the business of the Company. The Company is not aware that any officer or key employee of the Company is planning to work less than full time at the Company in the future. No officer or key employee is currently working or, to the Company’s knowledge, plans to work for a competitive enterprise, whether or not such officer or key employee is or will be compensated by such enterprise.

  • Obligations of the Investment Adviser a. The Investment Adviser shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the Fund, cash requirements and cash available for investment in the Fund, and all other information as may be reasonably necessary for the Subadviser to perform its responsibilities hereunder. b. The Investment Adviser has furnished the Subadviser a copy of the prospectus and statement of additional information of the Fund and agrees during the continuance of this Agreement to furnish the Subadviser copies of any revisions or supplements thereto at, or, if practicable, before the time the revisions or supplements become effective. The Investment Adviser agrees to furnish the Subadviser with minutes of meetings of the Trustees of the Trust applicable to the Fund to the extent they may affect the duties of the Subadviser, and with copies of any financial statements or reports made by the Fund to its shareholders, and any further materials or information which the Subadviser may reasonably request to enable it to perform its functions under this Agreement.

  • Conditions to the Obligations of the Manager The obligations of the Manager under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) the performance by the Company of its obligations hereunder and (iii) the following additional conditions:

  • Activities of the Manager The services of the Manager to the Fund hereunder are not to be deemed exclusive, and the Manager and any of its affiliates shall be free to render similar services to others. Subject to and in accordance with the Agreement and Declaration of Trust and By-Laws of the Trust and Section 10(a) of the 1940 Act, it is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Manager or its affiliates as directors, officers, agents or stockholders; that directors, officers, agents or stockholders of the Manager or its affiliates are or may be interested in the Trust as trustees, officers, agents, shareholders or otherwise; that the Manager or its affiliates may be interested in the Fund as shareholders or otherwise; and that the effect of any such interests shall be governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act.

  • Obligations of the Academy Trust The Academy Trust must keep the Land clean and tidy and make good any damage or deterioration to the Land. The Academy Trust must not do anything to lessen the value or marketability of the Land without the Secretary of State’s consent.

  • Representations of the Manager The Manager represents, warrants and agrees that: (i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware; (ii) Manager is duly registered as an “investment adviser” under the Investment Advisers Act of 1940 (“Advisers Act”); (iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract. (iv) the execution, delivery and performance of this Agreement are within Manager’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager; (v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and (vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.

  • Obligations of the Trust This Agreement is executed by and on behalf of the Trust and the obligations of the Trust hereunder are not binding upon any of the trustees, officers or shareholders of the Trust individually but are binding only upon the Trust and with respect to the Funds to which such obligations pertain.

  • Obligations of the Consultant Conduct of the Services

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