RESPONSIBILITIES OF OPERATORS Sample Clauses

RESPONSIBILITIES OF OPERATORS. A. Operators hereby engage Manager to provide management and consulting services to the Facilities, and Manager hereby accepts such engagement and agrees to provide such services for the compensation set forth in Section VII, upon the terms and conditions set forth in this Agreement. During the term of this Agreement, Manager shall provide the services set forth below, all of which shall be subject to the supervision and review of Operators. Manager and Operators understand and agree that notwithstanding any other provision of this Agreement, Operators remain responsible for operation of the Facilities in accordance with applicable law and regulations. Consequently, Operators shall retain the right, power and authority to promulgate all policies and procedures regarding operation of each Facility and the right to direct Manager and other third parties in the performance of their responsibilities; all such policies and directives shall be binding upon, and complied with by Manager. Notwithstanding the current authority of Operators, Operators acknowledge that Manager typically works with greater discretion than is provided pursuant to the Operating Agreements. Consequently, Operators shall, at the election of Manager, (x) work with the owner of the applicable Facility (the "Owner") to amend the Operating Agreements, substantially in the form of Exhibit C hereto, to clarify that the powers of the Operators primarily are to (1) issue such directives to Manager as are required by or appropriate under applicable law and regulations with respect to services of Manager, (2) establish such policies and procedures as are required by or appropriate under applicable law and regulations with respect to any or all of the matters covered by this Agreement, (3) supervise Manager and (4) ensure that the Facilities comply with applicable law, or (y) use their reasonable best efforts to facilitate a transition of the Operators of the Facility to an Operator or Operators approved by Owner and Manager.
Sample 1
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RESPONSIBILITIES OF OPERATORS. A. Operators hereby engage Manager to provide management and consulting services to the Facilities, and Manager hereby accepts such engagement and agrees to provide such services for the compensation set forth in Section VII, upon the terms and conditions set forth in this Agreement. During the term of this Agreement, Manager shall provide the services set forth below, all of which shall be subject to the supervision and review of Operators, it being understood and agreed, however, that notwithstanding any other provision of this Agreement, Operators remain responsible for operation of the Facilities in accordance with applicable law and regulations. Consequently, Operators shall retain the right, power and authority to (1) issue such directives to Manager as are required by or appropriate under applicable law and regulations with respect to services of Manager, and (2) establish such policies and procedures as are required by or appropriate under applicable law and regulations with respect to any or all of the matters covered by this Agreement; all such directives and policies shall be binding upon, and complied with by Manager.
Sample 1
RESPONSIBILITIES OF OPERATORS 
Sample 1

Related to RESPONSIBILITIES OF OPERATORS

  • Statement of Operations d. Statement of Changes in Net Assets.

  • Maintenance of Operations The Servicer agrees to continue to operate its distribution system to provide service to its customers so long as it is acting as the Servicer under this Agreement.

  • Cessation of Operations Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

  • Responsibilities of Seller Anything herein to the contrary notwithstanding, the exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicer, Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

  • Responsibilities of the Company 11.1 The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as may reasonably be required by the Transfer Agent for the carrying out, or performing by the Transfer Agent of the provisions of this Agreement.

  • Resignation of Operator Subject to Article 4.11, Operator may resign as Operator at any time by so notifying the other Parties at least one hundred and twenty (120) Days prior to the effective date of such resignation.

  • Continuity of Operations (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.

  • Control of Operations Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (a) nothing contained in this Agreement shall give Parent or the Company, directly or indirectly, the right to control or direct the other party’s operations prior to the Effective Time and (b) prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

  • Responsibilities of the Borrower (a) Anything herein to the contrary notwithstanding, the Borrower shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrative Agent, or any other Credit Party of their respective rights hereunder shall not relieve the Borrower from such obligations and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. None of the Credit Parties shall have any obligation or liability with respect to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Borrower, the Servicer or any Originator thereunder.

  • Responsibilities of the Seller (a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrator, the Purchaser Agents or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, WESCO or the Originators thereunder.

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