Rights of Manager Sample Clauses

Rights of Manager. (i) The Manager may disclose to any Member or Assignee of a Series or any prospective investor in a Series such information relating to such Series or its investments as the Manager determines to be necessary to retain any such Member or Assignee as an investor in such Series or facilitate an investment in such Series by any such prospective investor, as the case may be.
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Rights of Manager. Guarantor authorizes Manager to perform any or all of the following acts at any time in its sole and absolute discretion, all without notice to Guarantor and without affecting Guarantor’s obligations under this Guaranty:
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Rights of Manager. The Manager shall have no rights with respect to this Agreement (and the Award evidenced hereby) unless the Manager shall have accepted this Agreement prior to the close of business on the Effective Date by (a) signing and delivering to the Partnerships a copy of this Agreement and (b) unless the Manager is already a Member (as defined in the applicable Partnership Agreement), signing, as a Member, and delivering to the applicable Partnership a counterpart signature page to the applicable Partnership Agreement. Upon acceptance of this Agreement by the Manager, the Partnership Agreements shall be amended to reflect the issuance to the Manager of the Award LTIP Units so accepted. Thereupon, the Manager shall have all the rights of a Member of each of the Partnerships with respect to the Award LTIP Units, as set forth in the Partnership Agreements, subject, however, to the restrictions and conditions specified herein. Award LTIP Units constitute and shall be treated for all purposes as the property of the Manager, subject to the terms of this Agreement and the Partnership Agreements.
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Rights of Manager. Debtor and Secured Party acknowledge that although ----------------- this Agreement is binding as between Debtor and Secured Party, nothing herein shall be construed as modifying or detracting from the rights of Manager with respect to Secured Party pursuant to the terms of Section 9 of the Assignment of Management Agreement.
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Rights of Manager affect the rights of Manager with respect to the collateral or any part thereof.
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Rights of Manager. Borrower and Lender acknowledge that although this ----------------- Assignment is binding as between Borrower and Lender, nothing herein shall be construed as modifying or detracting from the rights of Manager with respect to Lender pursuant to Section 9 of the Assignment of Management Agreement.
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Rights of Manager. Manager shall manage and administer the Compressors as part of its Combined Fleet and shall perform all managerial and administrative functions and provide or arrange for the provision of all services of any nature which it considers necessary or desirable for such administration, operation, management, and leasing. Without prejudice to the generality of the foregoing: Manager shall: use its best efforts to seek Lessees, arrange for the operation and leasing of the Compressors and negotiate and enter into Leases as lessor in the name of Manager, and decide the identity of each Lessee, the period of the Lease, the rental or other sums payable thereunder, and the form and content of the Lease; perform, on behalf of Owner, the obligations of the lessor under the Leases; exercise all rights of the lessor under the Leases, including, without limitation, the preparation and mailing of invoices, and using its best efforts to collect rentals and other payments due from Lessees; take any actions Manager deems necessary to ensure compliance by Lessees with the terms of their Leases; monitor and record status and/or location and movement of the Compressors in the Combined Fleet; maintain or have maintained separate, complete and accurate books and records of transactions relating to the Compressors in the Combined Fleet and retain such books and records for a period of no less than ten (10) years; [log interchanges of the Compressors including the return and issue of Compressors from depots;] inspect, repair, maintain in good order, service and store the Compressors to the extent Manager deems necessary for the purposes of this Agreement, to comply with the Leases and in accordance with Manager's maintenance and repair standards for its Combined Fleet. Such maintenance and repair standards will be substantially similar to those detailed in Exhibit __ [Company A’s maintenance schedules]; subject to the provisions of Sections [404 and 606] of the Indenture, sell Compressors, outright or through a lease/purchase arrangement, in accordance with Manager’s sell/repair decision-making procedures that are from time to time in effect or if the Return Option is not selected in accordance with the Lease Agreements; obtain insurance in accordance with the provisions of Section 9 hereof and in respect of any matters which Manager considers necessary or prudent; follow such credit policies with respect to the leasing of the Compressors as it follows from time to time with respect ...
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Rights of Manager 
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Related to Rights of Manager

  • Rights of Members Except as otherwise provided in this Agreement, (a) each Member shall look solely to the assets of the Company for the return of its Capital Contribution, (b) no Member shall have the right or power to demand or receive property other than cash from the Company and (c) except as provided in this Agreement, no Member shall have priority over any other Member as to the return of its Capital Contributions, distributions or allocations.

  • Duties of Managers Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Managers shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

  • Duties of Manager The Manager, at its own expense, shall furnish the following services and facilities to the Trust:

  • Activities of Manager The obligations of Manager pursuant to the terms and provisions of this Management Agreement shall not be construed to preclude Manager from engaging in other activities or business ventures, whether or not such other activities or ventures are in competition with Owner or the business of Owner.

  • Removal of Managers At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, be removed from office, either with or without cause. At such meeting a successor or successors may be elected by a majority of the votes cast.

  • Voting Rights of Members The Members shall have voting rights as defined by the Membership Voting Interest of such Member and in accordance with the provisions of this Agreement. Members do not have a right to cumulate their votes for any matter entitled to a vote of the Members, including election of Directors.

  • Removal of Manager At any time there is more than one Member, the Members, at any time and from time to time and for any reason, by action of Members holding in the aggregate 51% of the total Percentage Interests, may remove the Manager then acting and elect a new Manager.

  • Liability of Manager The Manager will not be liable to you for any act or omission, except for obligations expressly assumed by the Manager in the applicable AAU.

  • Indemnification of Manager The Company and each Managed Subsidiary, jointly and severally, agrees to indemnify the Manager, any controlling person of the Manager, and each of their respective directors, officers, employees, agents, Affiliates and representatives (each, an “Indemnified Party”) and hold each of them harmless against any and all losses, (including lost profits) claims, damages, expenses or liabilities, joint or several (collectively, “Liabilities”), to which the Indemnified Parties may become liable, directly or indirectly, arising out of, or relating to, this Agreement, unless it is finally judicially determined that the Liabilities resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of any Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. The Company and the Managed Subsidiaries further agree to reimburse each Indemnified Party immediately upon request for all expenses (including reasonable attorneys’ fees and expenses) as they are incurred in connection with the investigation of, preparation for, defense of, or providing evidence in any action, claim, suit, proceeding or investigation, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services hereunder, whether or not pending or threatened and whether or not any Indemnified Party is a party to such proceeding. The Company and the Managed Subsidiaries also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in right of the Company or the Managed Subsidiaries, directly or indirectly, arising out of, or relating to, this Agreement or the Manager’s services thereunder, unless it is finally judicially determined that such Liability resulted from the gross negligence, willful misconduct, bad faith or reckless disregard of duty of such Indemnified Party or fraudulent or dishonest acts of such Indemnified Party. Moreover, in no event, regardless of the legal theory advanced, shall any Indemnified Party be liable to the Company, the Managed Subsidiaries, or any person asserting claims on behalf of or in the right of the Company or the Managed Subsidiaries for any consequential, indirect, incidental or special damages of any nature. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company or the Managed Subsidiaries or any Affiliate of the Company or the Managed Subsidiaries in which such Indemnified Party is not named as a defendant, the Company and the Managed Subsidiaries agree to reimburse the Manager for all expenses incurred by it in connection with such Indemnified Party’s appearing and preparing to appear as such a witness, including, without limitation, the reasonable fees and disbursements of its legal counsel. The Company and the Managed Subsidiaries agree that, without the Manager’s prior written consent, they will not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any claim, action, suit, proceeding or investigation in respect of which indemnification could be sought hereunder (whether or not the Manager or any other Indemnified Party is an actual or potential party to such claim, action, suit, proceeding or investigation), unless (a) such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Party from any liabilities arising out of such claim action, suit, proceeding or investigation and (b) the parties agree that the terms of such settlement shall remain confidential.

  • Replacement of Manager If at any time after any Action is brought the Manager settles the Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters (whether or not such settlement complies with Section 9.7 hereof), the Manager will, at such time, for purposes of Sections 9.3, 9.4, 9.5, 9.6, and 9.7 hereof, cease to be the Manager. The non-settling Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such non-settling Underwriters, select a new Manager, which will become the new “Manager” for all purposes of Sections 9.3, 9.4., 9.5, 9.6, and 9.7 hereof as well as this section; provided that the non-settling Underwriter(s) with the largest Underwriting Percentage will act as Manager until such vote occurs and a new Manager is selected. 4 Notwithstanding such a settlement, the Manager and the other settling Underwriters will remain obligated to the non-settling Underwriters to assist and cooperate fully, in good faith, and at their own expense, in the defense of any Actions, including, without limitation, by providing, upon reasonable request of any non-settling Underwriter, and without the necessity of court process, access to or copies of all relevant records, and reasonable access to all witnesses under control of the Manager or the other settling Underwriters, for the purpose of interviews, depositions, and testimony at trial, subject in each case to the applicable legal and procedural obligations of such Manager and such other settling Underwriter. In addition, if at any time, the Manager is unwilling or unable for any reason to assume or discharge its duties as Manager under the applicable AAU, whether resulting from its insolvency (voluntary or involuntary), resignation or otherwise, to the extent permitted by applicable law, the remaining Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such Underwriters, be entitled to select a new Manager, which will become the new Manager for all purposes under this Agreement. 5 Notwithstanding the foregoing, a Manager replaced pursuant to this Section 9.9 shall continue to benefit from and be subject to all other terms and conditions of this Agreement applicable to an Underwriter.

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