Obligations of the Members. At any time and from time to time, the Manager may require the Members to make further Capital Contributions to satisfy all or any portion of the indemnification obligations of the Fund pursuant to Section 11.1 above, whether such obligations arise before or after the last day of the term of the Fund or before or after such Member’s withdrawal from the Fund.
Obligations of the Members. Each Member will keep confidential, will not disclose, will not use, and will otherwise retain in strictest confidence the Company Information. Without limiting the foregoing, each Member will use no less than the same degree of care, and no less than a reasonable degree of care, to protect the Company Information as it uses to protect its own trade secrets and confidential information.
Obligations of the Members. Each Member covenants and agrees to perform the obligations set forth under each such Member’s name on Exhibit C attached hereto.
Obligations of the Members. If, at any time, the Majority of Voting Interests elect to consummate, or to cause the Company to consummate, a Company Sale (the “Electing Majority Members”), then such Electing Majority Members shall notify the Company and the other Members in writing at least thirty (30) calendar days prior to the consummation of such Company Sale of the Electing Majority Members’ election to exercise its rights under this Section 11.6. If the Electing Majority Members deliver such notice, then, subject to this Section 11.6, (i) the Company shall (x) authorize the Electing Majority Members to initiate a process to seek a Company Sale and direct and control all decisions in connection therewith (including the hiring or termination of any investment bank or professional adviser and making all decisions regarding valuation and consideration), (y) participate in, and cooperate in good faith with, such process, in each case as requested by the Electing Majority Members and (z) take all other necessary and desirable actions as are reasonably directed by the Electing Majority Members in connection with the consummation of any such Company Sale and (ii) the Members, to the extent they have any right or standing to do so, shall vote for, consent to, and raise no objections to the proposed Company Sale, and the Members and the Company shall take all other actions necessary or reasonably required to cause the consummation of such Company Sale on the terms proposed by the Electing Majority Members. Without limiting the foregoing, (A) if the proposed Company Sale is structured as a sale of assets or a merger or consolidation, then each Member shall vote or cause to be voted all Units that such Member holds or with respect to which such Member has the power to direct the voting and which are entitled to vote on such Company Sale in favor of such Company Sale and shall waive any dissenter’s rights, appraisal rights or similar rights which such Member may have in connection therewith, (B) if the proposed Company Sale is structured as or involves a sale or redemption of Units, then each Member shall agree to sell such Member’s pro rata share of Units being sold in such Company Sale on the same terms and conditions approved by the Electing Majority Members, and applicable to the Electing Majority Members (other than with respect to price per Unit, which will be determined in accordance with the distribution provisions set forth in this Agreement), and such Members shall execute all docum...
Obligations of the Members a) Each of the Members shall pay their proportional share of the costs for the capital and operating expenses of the Consortium according to the Assessment Formula attached hereto.
b) Each of the Members shall fully fund the obligations of the Consortium under this agreement and shall pay to the Consortium, within 30 days of a xxxx rendered by the Consortium, the amounts due to the Consortium under the Assessment Formula; approved by the Consortium Members.
c) New Members shall be responsible for the costs and expense of installing, maintaining and operating at its local library such peripheral equipment, and for conversion of its catalog records to be compatible with the Consortium’s integrated library system, as it may deem necessary or desirable in connection with its use of the integrated library system;
d) Each of the Members shall, ratably in proportion to its financial participation in accordance with the Assessment Formula, indemnify and save the Consortium harmless from all liability, damage, cost and expense (including reasonable counsel fees and costs) arising in any manner from this Agreement.
Obligations of the Members. 8.1 The Members shall:
8.1.1 pay the Consortium Contributions to the Host Authority within 28 days of invoice by the Host Authority.
8.1.2 appoint Nominated Officers/ Elected Members to serve on the Consortium.
8.1.3 identify opportunities for joint; collaborative procurement projects and encourage professional groups within their organisation to consider collaborative procurement projects.
8.1.4 promote the use of WPC and other collaborative contracts within their organisation where they represent best value and support the sourcing strategy for their organisation.
8.1.5 collect data on the use of collaborative contracts within their organisation and provide the Central Management Team with data on usage and performance of Contracts.
8.1.6 promote the use of collaborative agreements by undertaking communications and other change management activity such as training and workshops within their organisations.
Obligations of the Members. (a) In connection with each registration hereunder, the Members will furnish to the Company in writing such information with respect to themselves and the securities held by them, and the proposed distribution by them as shall be reasonably requested by the Company in order to assure compliance with federal and applicable state securities laws, as a condition precedent to including such Member's Restricted Stock in the Registration Statement. Each Member also shall agree to promptly notify the Company of any changes in such information included in the Registration Statement or prospectus as a result of which there is an untrue statement of material fact or an omission to state any material fact required or necessary to be stated therein in order to make the statements contained therein not misleading in light of the circumstances then existing.
(b) In connection with each registration pursuant to this Agreement, each Member selling shares will not effect sales thereof until notified by the Company of the effectiveness of the Registration Statement, and thereafter will suspend such sales after receipt of telegraphic or written notice from the Company to suspend sales to permit the Company to correct or update a Registration Statement or prospectus. At the end of any period during which the Company is obligated to keep a Registration Statement current, each Member shall discontinue sales of shares pursuant to such Registration Statement upon receipt of notice from the Company of its intention to remove from registration the shares covered by such Registration Statement which remain unsold, and the Member shall notify the Company of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company.
Obligations of the Members. In addition to the obligations expressly provided by law or this Agreement, the Members, to the extent of Company Property, shall:
9.4.1 perform or cause the Officers to perform all acts necessary or desirable, with respect to the purposes of the Company, to lease, sublease, and operate any real estate acquired by the Company;
9.4.2 cause to be filed and published all certificates, statements, and other instruments required by law for the Company's formation, qualification, and operation and for the conduct of its business in all appropriate jurisdictions;
9.4.3 cause the Company to prepare or have prepared all financial and tax statements and reports required under ARTICLE 12; and
9.4.4 cause the Company to keep the appropriate records at its principal office.
Obligations of the Members. (a) The Members shall take such action as may be necessary or appropriate for the continuation of the Company's valid existence under the laws of the State of Delaware and in order to form or qualify the Company under the laws of any jurisdiction in which the Company is doing business or in which such formation or qualification is necessary to protect the limited liability of the Members or in order to continue in effect such formation or qualification. The Members shall file or cause to be filed for recordation in the office of the appropriate authorities of the State of Delaware and in the proper office or offices in each other jurisdiction in which the Company is formed or qualified, such certificates, including limited liability company and fictitious name certificates, and other documents as are required by the applicable statutes, rules or regulations of any such jurisdiction.
(b) Each of the Members hereby recognizes that, for United States federal income tax purposes, the Company will be subject to all provisions of Subchapter K of Chapter 1
Obligations of the Members. (i) Each Member will provide Parent all information reasonably requested in writing or as shall be required to effect the registration of such shares and shall execute such documents in connection with such registration as Parent may reasonably request and no Member shall be entitled to be named as a selling stockholder in any Registration Statement and no Members shall be entitled to use the prospectus forming a part thereof is such Member does not provide such information to Parent. Each Member further agrees to furnish promptly to Parent in writing all information required from time to time to be disclosed in order to make the information previously furnished to Parent by such Member not misleading.
(ii) Each Member, by such Member’s acceptance of the Registrable Shares, agrees to cooperate with Parent as reasonably requested by Parent in connection with the preparation and filing of the Registration Statement hereunder, unless such Member has notified Parent in writing of such Member’s election to exclude all of such Member’s Registrable Shares from such Registration Statement.
(iii) Each Member agrees that, upon receipt of any notice from Parent of the happening of any event of the kind described in Sections 5.1(a)(x) and 5.1(a)(xii), such Member will immediately discontinue disposition of the Registrable Shares pursuant to the Registration Statement covering such Registrable Shares until such Member’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.1(a)(xi) or written notice from Parent as contemplated by Sections 5.1(a)(xiii) and, if so directed by Parent, such Member shall deliver to Parent (at the expense of Parent) or destroy (and deliver to Parent a certificate of destruction) all copies in the such Member’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice.
(iv) For so long as any Member is an officer, director or employee of Parent or an Affiliate of any of the foregoing in accordance with federal securities laws, such Member agrees that, so long as it continues to own (beneficially or of record) shares of Parent Common Stock issued in connection with the transactions contemplated by this Agreement, such Member will comply with Parent’s internal written trading policies in effect as of the date of this Agreement and attached hereto as Exhibit D together with any amendments thereof.
