PARTICIPATING ENTITY USE AND PURCHASING A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract. Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.
Initial Members The initial Members of the LLC, their initial capital contributions, and their percentage interest in the LLC are as follows: Members Percentage Interest in LLC Capital Contribution (If any)
Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.
Legal Entity Contributor If Contributor is a corporation (or other form of artificial legal entity or juristic person) and is therefore a Legal Entity Contributor (defined in Table 1 above and in the IPR Policy), it will be represented in OpenID by Representatives (defined in the IPR Policy). In such case, Contributor’s initial Representatives are identified in Table 1 above, and in a supplemental exhibit (if attached). Contributor will, as soon as commercially practicable (and in any case before the next Work Group meeting attended by any of its Representatives), notify OIDF in writing of any change of status of its Representatives.
New Members No person may be admitted as a member of the Company without the approval of the Member.
Professional Memberships Each employee is eligible for reimbursement for membership fees or dues paid for the maintenance of a license required to perform employee’s job and for dues paid for membership in one additional job related professional association.
Entities If the undersigned is not an individual but an entity, the individual signing on behalf of such entity and the entity jointly and severally agree and certify that:
Purchasing Entity Law These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.
General Partner (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.
Multi-Member The Members, or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish each Member, within seventy-five days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement a capital account statement; and the amount of such Member’s share of the Company’s income, gain, losses, deductions and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State and local income tax and information returns for the Company, and shall cause such tax and information returns to be timely filed. Within seventy-five days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member, a current list of the names and addresses of all of the Members of the Company, and any other persons or entities having any financial interest in the Company.
