The Managers. Save as disclosed by the Warrantor in his Managers’ Questionnaires:
7.2.1 there are no existing contracts or arrangements to which the Company or any Subsidiary is a party and in which he and/or any person who is a connected person with him is interested;
7.2.2 he is neither alone or jointly with or as manager, adviser, consultant, agent or employee of any person directly or indirectly engaged in any business other than that of the Company and its Subsidiaries;
7.2.3 he is not concerned or interested in any way in any business competing with that carried on by the Company or any Subsidiary or the business of any supplier or customer of the Company or any Subsidiary; and
7.2.4 he has never been charged with or convicted of any criminal offence other than a road traffic offence (except one for which a custodial sentence, whether suspended or not, was imposed) nor have bankruptcy or any analogous proceedings been brought or threatened in respect of him, and he is not aware of any facts or matters which they believe might give rise to any such criminal or bankruptcy proceedings.
The Managers. The business and affairs of the Company shall be managed by the Managers on behalf of the Company, who collectively shall comprise the Board of Managers. All management decisions shall be made by the Managers. Managers may also be officers of the Company. The number of Managers constituting the entire Board of Managers initially shall be set at three (3). The number of Managers may be changed from time to time by resolution of the Board of Managers. The Managers shall possess all rights and powers generally conferred by law and all rights and powers that are necessary, advisable or consistent in connection therewith and with the provisions of this Amended and Restated Agreement. A majority vote of the Board of Managers shall bind all of the Managers. The Managers shall also be vested with all specific rights and powers required for or appropriate to the management, conduct or operation of the business of the Company.
The Managers. 11.1 Covenant Not to Withdraw, Transfer, or Dissolve. Except as otherwise permitted by this Agreement, the Managers will not to (a) exercise any power under the Act to dissolve the Company or (b) transfer all or any portion of their interests in the Company as Managers.
The Managers. The overall management and control of the Company will be performed by its Board. During the Development Phase, the Board shall consist of one (1) Manager chosen by each Member (the "Managers"). Members may also appoint alternate Managers who shall be entitled to attend meetings and vote in place of absent Managers appointed by the same Member. Each Manager and alternate Manager shall serve during the Development Phase for an indefinite term at the pleasure of the Member represented. The chairman of the Board shall initially be chosen from among the Managers by lot, and, at the first regular meeting of the Board in each calendar year, the Manager representing the other Member shall become the chairman.
The Managers. (i) without prejudice to sub-clause 11.1, shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel or delay in the construction or delivery of the Vessel) and howsoever arising in the course of performance of the Management Services UNLESS same is proven to have resulted solely from the gross negligence or willful default of the Managers or their employees, or agents or sub-contractors employed by them in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Managers' personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers' liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of ten times the annual management fee payable hereunder;
(ii) notwithstanding anything that may appear to the contrary in this Agreement, shall not be liable for any of the actions of the Crew, even if such actions are negligent, grossly negligent or willful, except only to the extent that they are shown to have resulted from a failure by the Managers to discharge their obligations under sub-clause 3.1, in which case their liability shall be limited in accordance with the terms of this Clause 11.
The Managers. The Managers represent and warrant to the Administrative Agent and each Lender Party as of the date of this Agreement and as of the date of each Advance made hereunder, that:
(a) no Manager Termination Event has occurred and is continuing as a result of any representation and warranty made by it in any Transaction Document (other than a Transaction Document relating solely to a Series of Notes other than the Series 2024-1 Notes) to which it is a party (including any representations and warranties made by it as a Manager) being inaccurate;
(b) to the knowledge of the U.S. Manager, the operations of the Issuer, the U.S. Manager, the U.S. Guarantors and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Issuer, the U.S. Guarantors or the U.S. Manager with respect to the Money Laundering Laws has been initiated or, to the knowledge of the Issuer, the U.S. Guarantors or the U.S. Manager, is threatened or pending;
(c) to the knowledge of the Canadian Manager, the operations of the Canadian Co-Issuer, the Canadian Manager, the Canadian Guarantors and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Canadian Co-Issuer, the Canadian Guarantors or the Canadian Manager with respect to the Money Laundering Laws has been initiated or, to the knowledge of the Canadian Co-Issuer, the Canadian Guarantors or the Canadian Manager, is threatened or pending;
(d) neither the U.S. Manager nor any of its subsidiaries nor, to the knowledge of the U.S. Manager, any director, officer, manager, member, agent, employee or affiliate of any of the Issuer, the U.S. Manager or the U.S. Guarantors or any of their respective subsidiaries is currently subject to any U.S. sanctions administered by the OFAC; and the U.S. Manager will not directly or to its knowledge indirectly use the proceeds of any Borrowing under the Series 2024-1 Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or en...
The Managers. The business and affairs of the Company are managed by its Managers, who are appointed and removed by the Members. [____________] and [____________] are the initial Managers. The Managers have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business to the extent provided or limited by this Agreement.
The Managers. FAILURE TO PERFORM ITS DUTIES: If, UBS Mangakahia:
(a) DUTIES: notifies the Manager that it is in material breach of the performance of its duties under this agreement in any material respect; and
The Managers. The business and affairs of the Company shall be managed by the Managers on behalf of the Company, who collectively shall comprise the Board of Managers. All management decisions shall be made by the Managers. Managers may also be officers of the Company. The number of Managers constituting the entire Board of Managers initially shall be set at three
The Managers. The Company shall not as a result of any action taken by the Global Coordinator under this Section 12 be obliged to sell to the Managers any shares of Common Stock in excess of the number of Offered Shares to be sold as set forth in Section 1 of this Agreement.
