Role in Management Sample Clauses

Role in Management. Notwithstanding any other provision of this Agreement to the contrary, including without limitation ARTICLE 9 hereof, a Non-Funding Partner or Non-Contributing Partner and any Affiliate thereof which is a member of the General Partner (hereinafter, a "Defaulting Partner") shall thereafter have no further approval rights, right to make decisions or role in management of the Partnership until such funding or contribution default has been cured. Without limiting the foregoing, the Funding or Contributing Partner shall have the right to terminate any Management Agreement and/or Development Agreement with any Affiliate of the Defaulting Partner as set forth in the Management Agreement and the Development Agreement, respectively, (ii) the Non-Defaulting Partner shall have the right to apply any fees payable to the Defaulting Partner or its Affiliate in accordance with this Agreement to any amounts owed by the Defaulting Partner, (iii) the Non-Defaulting Partner shall have the right to make all decisions of the Partnership and the Partner, and (iv) no Defaulting Partner shall have the right to initiate the buy-sell procedure pursuant to SECTION 10.6 hereof.
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Role in Management. Notwithstanding any other provision of this Agreement to the contrary, including without limitation Article 8 hereof, a Non-Funding Member or Non-Contributing Member (hereinafter, a "Defaulting Member") shall thereafter have no further approval rights, right to make decisions or role in management of the Company until such funding or contribution default has been cured. Without limitation of the foregoing, in such event (i) if the Defaulting Member is the Operating Member, the other Member (the "Non-Defaulting Member") shall have the right to remove the Defaulting Member as the Operating Member (and to become the Operating Member itself) in accordance with Section 8.9 hereof and to terminate the Management Agreement and Development Agreement with any Affiliate of the Defaulting Member in accordance with Section 8.10(b) and Section 8.11(b), (ii) the Non-Defaulting Member shall have the right to apply any fees payable to the Defaulting Member or its Affiliate in accordance with this Agreement to any amounts owed by the Defaulting Member and (iii) the Non- Defaulting Member shall have the right to make all decisions of the Company and the Members.
Sample 1Sample 2
Role in Management. Notwithstanding any other provision of this Agreement to the contrary, including without limitation ARTICLE 8 hereof, a Non-Funding Member or Non-Contributing Member (hereinafter, a "Defaulting Member") shall thereafter have no further approval rights, right to make decisions or role in management of the Company or the Partnership until such funding or contribution default has been cured. For the purpose of this paragraph if an Affiliate of a Member has failed to satisfy its funding obligations under the Partnership Agreement, then such Member shall also be deemed a Defaulting Member. Without limitation of the foregoing, in such event (i) if the Defaulting Member is the Operating Member, the other Member (the "Non-Defaulting Member") shall have the right to remove the Defaulting Member as the Operating Member (and to become the Operating Member itself) in accordance with SECTION 8.9 hereof and to terminate the Management Agreement and Development Agreement with any Affiliate of the Defaulting Member in accordance with SECTION 8.11(A) and SECTION 8.12(a), (ii) the Non-Defaulting Member shall have the right to apply any fees payable to the Defaulting Member or its Affiliate in accordance with this Agreement to any amounts owed by the Defaulting Member, (iii) the Non-Defaulting Member shall have the right to make all decisions of the Company and the Members, and (iv) no Defaulting Member shall have the right to initiate the buy-sell procedure pursuant to SECTION 10.6hereof.
Sample 1
Role in Management. 13 (j) FAILURE TO FUND UNDER PARTNERSHIP AGREEMENT..........13 Section 5.5 NO INTEREST ON CAPITAL.........................14 Section 5.6 REDUCTION OF CAPITAL ACCOUNTS..................14 Section 5.7 NEGATIVE CAPITAL ACCOUNTS......................14 Section 5.8.LIMIT ON CONTRIBUTIONS AND OBLIGATIONS OF MEMBERS.....................................14
Sample 1

Related to Role in Management

  • Change in Management Permit a change in the senior management of Borrower.

  • Member Management Except as otherwise expressly provided in this Agreement, the business and affairs of the LLC shall be managed and controlled by the Member, and the Member shall have full, exclusive and complete authority and discretion to make all the decisions affecting the business and affairs of the LLC, and to take all such actions as the Member deems necessary or appropriate to accomplish the purposes of the LLC; and any actions taken by the Member shall be binding on the LLC.

  • Change in Management or Control The Adviser shall provide at least sixty (60) days' prior written notice to the Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in “control,” as that term is defined in Section 2 of the Act .. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Funds.

  • Account Management A. The repayment account opened by the Borrower with the Lender (the account stipulated in Article 5) is a special capital withdrawal account, which is used to collect the corresponding sales revenue or the planned repayment fund. Where the corresponding sales revenue is settled in a non-cash manner, the Borrower shall ensure that it will be promptly transferred into the capital withdrawal account upon receipt.

  • Virus Management Transfer Agent shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within the Transfer Agent environment.

  • Program Management (WBS 1.1) All components of the Project Management Plan as implemented for the Base Contract and Options 1-4 will be reviewed and amended to reflect specific needs for Option 5 and the outcome of continuous process improvement evaluations.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Project Management With respect to each Project Plan, each party will appoint a project manager who will be the party responsible for overseeing the Project Plan.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Management (a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:

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