Common use of Officers of the Company Clause in Contracts

Officers of the Company. (a) Each of the Chief Compliance Officer and the Chief Information Security Officer (each of whom shall be employed solely by the Plan Processor and neither of whom shall be deemed or construed in any way to be an employee of the Company) shall be an Officer with the same respective title, as applicable, as the Chief Compliance Officer of the Company and the Chief Information Security Officer of the Company. Neither such Officer shall receive or be entitled to any compensation from the Company or any Participant by virtue of his or her service in such capacity (other than, if a Participant is then serving as the Plan Processor, compensation paid to such Officer as an employee of such Participant). Each such Officer shall report directly to the Operating Committee. The Chief Compliance Officer shall work on a regular and frequent basis with the Compliance Subcommittee and/or other Subcommittees as may be determined by the Operating Committee. Except to the extent otherwise provided herein, including Section 6.2, each such Officer shall have such fiduciary and other duties with regard to the Plan Processor as imposed by the Plan Processor on such individual by virtue of his or her employment by the Plan Processor. Notwithstanding the foregoing, the Company shall require the Plan Processor, in a written agreement with the Company, to acknowledge that the Officers of the Company owe fiduciary duties to the Company (set forth in Section 4.7(c) of this Agreement), and that, to the extent that the duties owed to the Company by the Officers of the Company, including the Chief Compliance Officer or Chief Information Security Officer, conflict with any duties owed to the Plan Processor, the duties to the Company will control. (b) The Plan Processor shall inform the Operating Committee of the individual who has direct management responsibility for the Plan Processor’s performance of its obligations with respect to the CAT. Subject to approval by the Operating Committee of such individual, the Operating Committee shall appoint such individual as an Officer. In addition, the Operating Committee by Supermajority Vote may appoint other Officers as it shall from time to time deem necessary, and may assign any title to any such Officer as it deems appropriate. Any Officer appointed pursuant to this Section 4.6(b) shall have only such duties and responsibilities as set forth in this Agreement or as the Operating Committee shall from time to time expressly determine, but no such Officer shall have any authority to bind the Company (which authority is vested solely in the Operating Committee) or be an employee of the Company, unless in each case the Operating Committee, by Supermajority Vote, expressly determines otherwise. No person subject to a “statutory disqualification” (as defined in Section 3(a)(39) of the Exchange Act) may serve as an Officer. It is the intent of the Participants that the Company have no employees.

Officers of the Company. ‌ (a) Each of the Chief Compliance Officer and the Chief Information Security Officer (each of whom shall be employed solely by the Plan Processor and neither of whom shall be deemed or construed in any way to be an employee of the Company) shall be an Officer with the same respective title, as applicable, as the Chief Compliance Officer of the Company and the Chief Information Security Officer of the Company. Neither such Officer shall receive or be entitled to any compensation from the Company or any Participant by virtue of his or her service in such capacity (other than, if a Participant is then serving as the Plan Processor, compensation paid to such Officer as an employee of such Participant). Each such Officer shall report directly to the Operating Committee. The Chief Compliance Officer shall work on a regular and frequent basis with the Compliance Subcommittee and/or other Subcommittees as may be determined by the Operating Committee. Except to the extent otherwise provided herein, including Section 6.2, each such Officer shall have such fiduciary and other duties with regard to the Plan Processor as imposed by the Plan Processor on such individual by virtue of his or her employment by the Plan Processor. Notwithstanding the foregoing, the Company shall require the Plan Processor, in a written agreement with the Company, to acknowledge that the Officers of the Company owe fiduciary duties to the Company (set forth in Section 4.7(c) of this Agreement), and that, to the extent that the duties owed to the Company by the Officers of the Company, including the Chief Compliance Officer or Chief Information Security Officer, conflict with any duties owed to the Plan Processor, the duties to the Company will control. (b) The Plan Processor shall inform the Operating Committee of the individual who has direct management responsibility for the Plan Processor’s performance of its obligations with respect to the CAT. Subject to approval by the Operating Committee of such individual, the Operating Committee shall appoint such individual as an Officer. In addition, the Operating Committee by Supermajority Vote may appoint other Officers as it shall from time to time deem necessary, and may assign any title to any such Officer as it deems appropriate. Any Officer appointed pursuant to this Section 4.6(b) shall have only such duties and responsibilities as set forth in this Agreement or as the Operating Committee shall from time to time expressly determine, but no such Officer shall have any authority to bind the Company (which authority is vested solely in the Operating Committee) or be an employee of the Company, unless in each case the Operating Committee, by Supermajority Vote, expressly determines otherwise. No person subject to a “statutory disqualification” (as defined in Section 3(a)(39) of the Exchange Act) may serve as an Officer. It is the intent of the Participants that the Company have no employees.

Officers of the Company. (a) The Company may have a Chairman, a President, a Chief Executive Officer, one or more Executive or Senior Vice Presidents, one or more Vice Presidents, a Chief Financial Officer, a Treasurer and a Secretary. The Initial Officers shall perform the duties set forth in their respective Employment Agreements, as amended from time to time by the Board of Directors, applicable to such Officer and such other duties as may be assigned to him from time to time by the Board of Directors. The Board of Directors may appoint other Officers. Each such other Officer shall perform such duties as may be assigned to him by the Board of Directors and, to the extent set forth in the resolution appointing such Officer, by any more senior Officer. The Board of Directors may from time to time establish, increase, reduce or otherwise modify the duties of the Chief Compliance Officer and Officers or may create or eliminate such offices as the Chief Information Security Officer (each Board of whom shall Directors may consider appropriate. Any number of offices may be employed solely held by the Plan Processor same person but no Officer may take any action or execute any document on behalf of the Company in more than one capacity. Each Officer shall hold office until his successor is appointed or until his earlier resignation or removal. Any Officer may be removed at any time by the Board of Directors with or without cause. Any Officer may resign at any time upon written notice to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if no time is specified, at the time of its receipt, and neither acceptance shall not be necessary to make the resignation effective. The Officers of whom the Company shall be deemed have the right to conduct the day to day operations of the Company in the ordinary course and in accordance with the budget approved by the Board of Directors; provided, however, that the Officers shall not make any "Major Decisions" without Majority Vote. Notwithstanding anything herein to the contrary, "Major Decisions" shall not include any expenditure pursuant to a budget approved in accordance with Section 4.3, that is set forth in reasonable detail in such budget, but shall otherwise include: the sale, exchange or construed other disposition of any part of the Company 's business, property or assets, or contracting to do so, except in any way to be an employee the ordinary course of the business of the Company) shall be an Officer with ; fixing the same respective title, as applicable, as the Chief Compliance Officer base salary of any employee or consultant of the Company and Company, which is at a rate in excess of $50,000 per annum; fixing the Chief Information Security bonus or compensation other than base salary of any employee or consultant of the Company, which is at a rate in excess of $25,000 per annum; making any determination regarding employment, remuneration or dismissal of any Officer of the Company. Neither such Officer shall receive ; mortgaging, pledging or be entitled otherwise granting a security interest in any assets of the Company or giving any guarantee or indemnity to secure the liabilities or obligations of any compensation from Person; the purchase, lease or other acquisition of any personal property pursuant to a contract requiring expenditures in excess of $25,000; taking, granting or agreeing to take or grant any leasehold interest in any real property; entering into, amending or terminating any agreement, transaction or arrangement (i) with any Person other than AMIC or IAIC and their affiliates or (ii) in which any of the Initial Officers have any direct or indirect interest, other than their proportionate interest as a stockholder in VRMI or OCMI; incurring any indebtedness for borrowed money, or pledging, encumbering or hypothecating any asset of the Company or any Participant similar application or use of any asset of the Company. making any loan, advance or giving any credit other than normal trade credit; entering into any partnership or profit sharing agreement with any Person; acquiring, purchasing or subscribing for any shares, debentures, mortgages or securities (or any interest in such) in any entity; other than pursuant to authority granted pursuant to management agreements between the Company and its insurance carries, settlement of claims, litigation, arbitration, or other dispute resolution procedures for values in excess of U.S. $50,000; or institution of any legal action with a potential recovery value in excess of U.S. $50,000; any action to be taken by virtue any subsidiary of his or her service in such capacity (other thanthe Company which, if a Participant is then serving as the Plan Processor, compensation paid to such Officer as an employee of such Participant). Each such Officer shall report performed directly to the Operating Committee. The Chief Compliance Officer shall work on a regular and frequent basis with the Compliance Subcommittee and/or other Subcommittees as may be determined by the Operating Committee. Except to the extent otherwise provided herein, including Section 6.2, each such Officer shall have such fiduciary and other duties with regard to the Plan Processor as imposed by the Plan Processor on such individual by virtue of his or her employment by the Plan Processor. Notwithstanding the foregoing, the Company shall require the Plan Processor, in a written agreement with the Company, would have required the approval of the Board pursuant to acknowledge that this Section 4.2(d); any redemption by the Officers Company of a Membership Interest; distributions of any assets of the Company owe fiduciary duties in kind pursuant to the Company (set forth in Section 4.7(c10.2(b) of this Agreement), and that, to ; the extent that the duties owed to merger of the Company with another corporation, limited liability company, a limited partnership, a general partnership, or other entity; the issuance of any equity interests in the Company or any instrument or security convertible thereto; any conversion of the Company to an entity taxable as a corporation for federal income tax purposes (or any election by the Officers Company to be treated as an entity taxable as a corporation for federal income tax purposes); and any other transaction outside of the ordinary course of the business of the Company, including the Chief Compliance Officer or Chief Information Security Officer, conflict with any duties owed to the Plan Processor, the duties to the Company will control. (b) The Plan Processor shall inform the Operating Committee of the individual who has direct management responsibility for the Plan Processor’s performance of its obligations with respect to the CAT. Subject to approval by the Operating Committee of such individual, the Operating Committee shall appoint such individual as an Officer. In addition, the Operating Committee by Supermajority Vote may appoint other Officers as it shall from time to time deem necessary, and may assign any title to any such Officer as it deems appropriate. Any Officer appointed pursuant to this Section 4.6(b) shall have only such duties and responsibilities as set forth in this Agreement or as the Operating Committee shall from time to time expressly determine, but no such Officer shall have any authority to bind the Company (which authority is vested solely in the Operating Committee) or be an employee of the Company, unless in each case the Operating Committee, by Supermajority Vote, expressly determines otherwise. No person subject to a “statutory disqualification” (as defined in Section 3(a)(39) of the Exchange Act) may serve as an Officer. It is the intent of the Participants that the Company have no employees.

Officers of the Company. ‌ (a) Each of the Chief Compliance Officer and the Chief Information Security Officer (each of whom shall be employed solely by the Plan Processor and neither of whom shall be deemed or construed in any way to be an employee of the Company) shall be an Officer with the same respective title, as applicable, as the Chief Compliance Officer of the Company and the Chief Information Security Officer of the Company. Neither such Officer shall receive or be entitled to any compensation from the Company or any Participant by virtue of his or her service in such capacity (other than, if a Participant is then serving as the Plan Processor, compensation paid to such Officer as an employee of such Participant). Each such Officer shall report directly to the Operating Committee. The Chief Compliance Officer shall work on a regular and frequent basis with the Compliance Subcommittee and/or other Subcommittees as may be determined by the Operating Committee. Except to the extent otherwise provided herein, including Section 6.2, each such Officer shall have such fiduciary and other duties with regard to the Plan Processor as imposed by the Plan Processor on such individual by virtue of his or her employment by the Plan Processor. Notwithstanding the foregoing, the Company shall require the Plan Processor, in a written agreement with the Company, to acknowledge that the Officers of the Company owe fiduciary duties to the Company (set forth in Section 4.7(c) of this Agreement), and that, to the extent that the duties owed to the Company by the Officers of the Company, including the Chief Compliance Officer or Chief Information Security Officer, conflict with any duties owed to the Plan Processor, the duties to the Company will control. (b) The Plan Processor shall inform the Operating Committee of the individual who has direct management responsibility for the Plan Processor’s performance of its obligations with respect to the CAT. Subject to approval by the Operating Committee of such individual, the Operating Committee shall appoint such individual as an Officer. In addition, the Operating Committee by Supermajority Vote may appoint other Officers as it shall from time to time deem necessary, and may assign any title to any such Officer as it deems appropriate. Any Officer appointed pursuant to this Section 4.6(b) shall have only such duties and responsibilities as set forth in this Agreement or as the Operating Committee shall from time to time expressly determine, but no such Officer shall have any authority to bind the Company (which authority is vested solely in the Operating Committee) or be an employee of the Company, unless in each case the Operating Committee, by Supermajority Vote, expressly determines otherwise. No person subject to a “statutory disqualification” (as defined in Section 3(a)(39) of the Exchange Act) may serve as an Officer. It is the intent of the Participants that the Company have no employees.

Officers of the Company. (a) Each of the Chief Compliance Officer and the Chief Information Security Officer (each of whom shall be employed solely by the Plan Processor and neither of whom shall be deemed or construed in any way to be an employee of the Company) shall be an Officer with the same respective title, as applicable, as the Chief Compliance Officer of the Company and the Chief Information Security Officer of the Company. Neither such Officer shall receive or be entitled to any compensation from the Company or any Participant by virtue of his or her service in such capacity (other than, if a Participant is then serving as the Plan Processor, compensation paid to such Officer as an employee of such Participant). Each such Officer shall report directly to the Operating Committee. The Chief Compliance Officer shall work on a regular and frequent basis with the Compliance Subcommittee and/or other Subcommittees as may be determined by the Operating Committee. Except to the extent otherwise provided herein, including Section 6.2, each such Officer shall have such fiduciary and other duties with regard to the Plan Processor as imposed by the Plan Processor on such individual by virtue of his or her employment by the Plan Processor. Notwithstanding the foregoing, the Company shall require the Plan Processor, in a written agreement with the Company, to acknowledge that the Officers of the Company owe fiduciary duties to the Company (set forth in Section 4.7(c) of this Agreement), and that, to the extent that the duties owed to the Company by the Officers of the Company, including the Chief Compliance Officer or Chief Information Security Officer, conflict with any duties owed to the Plan Processor, the duties to the Company will control. (b) The Plan Processor shall inform the Operating Committee of the individual who has direct management responsibility for the Plan Processor’s performance of its obligations with respect to the CAT. Subject to approval by the Operating Committee of such individual, the Operating Committee shall appoint such individual as an Officer. In addition, the Operating Committee by Supermajority Vote may appoint other Officers as it shall from time to time deem necessary, and may assign any title to any such Officer as it deems appropriate. Any Officer appointed pursuant to this Section 4.6(b) shall have only such duties and responsibilities as set forth in this Agreement or as the Operating Committee shall from time to time expressly determine, but no such Officer shall have any authority to bind the Company (which authority is vested solely in the Operating Committee) or be an employee of the Company, unless in each case the Operating Committee, by Supermajority Vote, expressly determines otherwise. No person subject to a “statutory disqualification” (as defined in Section 3(a)(39) of the Exchange Act) may serve as an Officer. It is the intent of the Participants that the Company have no employees.