Role of GHGP and Limitations on its Authority Sample Clauses

Role of GHGP and Limitations on its Authority. (a) GHGP shall have the right and the duty to manage the day-to-day business of the Company, to perform duties customary for an asset manager of property comparable to the Property, and to implement the decisions made on behalf of the Company by any of the Managing Members in accordance with the terms of this Agreement and applicable laws and regulations, and shall have such other rights and powers as are granted to GHGP hereunder and as Whitehall Street or Whitehall Employee Fund may from time to time expressly delegate to GHGP. GHGP agrees that it (or its Affiliates) shall devote the necessary time and effort to the Company and its business for the purpose of conducting the business of the Company and carrying out GHGP’s responsibilities as set forth herein in a prudent manner and that any breach of the obligation set forth in this sentence shall be deemed a material breach of this Agreement. Without limiting the generality of the foregoing but subject to the other provisions in Article 3, GHGP shall have the right and the duty, to do, accomplish and complete using (and subject to the availability of) the Company’s funds, for and on behalf of the Company with reasonable diligence and in a prompt and businesslike manner, exercising such care and skill as a prudent owner with sophistication and experience in owning, operating and managing properties like the Property would exercise in dealing with its own property, all of the following:
Sample 1
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Related to Role of GHGP and Limitations on its Authority

  • Limitations on Amendments (a) The amendments set forth in Section 1, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document or (ii) otherwise prejudice any right or remedy which Lenders or Agent may now have or may have in the future under or in connection with any Loan Document.

  • Certain Limitations on Indemnification (a) Notwithstanding anything to the contrary contained herein:

  • Conditions and Limitations The admission of any Person as a Substituted Member or an Additional Member shall be conditioned upon (i) such Person’s written acceptance and adoption of all the terms and provisions of this Agreement, either by (A) execution and delivery of a counterpart signature page to this Agreement countersigned by the Managing Member on behalf of the Company or (B) any other writing evidencing the intent of such Person to become a Substituted Member or an Additional Member and such writing is accepted by the Managing Member on behalf of the Company.

  • Specific Limitations on Indemnification Notwithstanding anything in this Agreement to the contrary, the Corporation shall not be obligated under this Agreement to make any payment to Indemnitee with respect to any Proceeding:

  • Restrictions and Limitations (a) Except as hereinafter provided, no officer or Trustee of the Trust, no officer, director, or stockholder (or partner of a stockholder) of the investment adviser of the Trust (as that term is defined in the 0000 Xxx) or of any underwriter of the Trust, and no investment adviser or underwriter of the Trust shall take long or short positions in the securities issued by the Trust. The foregoing provision shall not prevent the purchase from the Trust of shares of any series issued by the Trust by any person at the price available to shareholders of the Trust generally at the time of such purchase, or as described in the current Prospectus of the Trust, or prior to commencement of the public offering of shares of the Trust, at the net asset value of such shares.

  • Limitations on Suits No Holder of any Security of any series or any Coupons appertaining thereto shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

  • Limitations on Use Each Party shall use, and cause each of its Affiliates, its licensees and its sublicensees to use, any Confidential Information obtained by such Party from the other Party, its Affiliates, its licensees or its sublicensees, pursuant to this Agreement or otherwise, solely in connection with the activities or transactions contemplated hereby.

  • No Limitations on Actions Stockholder signs this Agreement solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of the Owned Shares; this Agreement shall not limit or otherwise affect the actions of Stockholder in any other capacity, including such person’s capacity, if any, as an officer of the Company or a member of the Board of Directors of the Company; and nothing herein shall limit or affect the Company’s rights in connection with the Amended and Restated Securities Purchase Agreement.

  • Limitations on Services (a) The Parties recognize that certain responsibilities and obligations are imposed by federal and state securities laws and by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, Inc., in-house "due diligence" or "compliance" departments of Licensed Securities Firms, etc.; accordingly, the Employee agrees that he will not:

  • Limitations and Conditions on Benefits The benefits and payments provided under this Agreement shall be subject to the following terms and limitations:

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