Management and Operation of Business Sample Clauses

Management and Operation of Business. 37 6.1 Management...................................................................................37 6.2 Certificate of Limited Partnership...........................................................38 6.3 Restrictions on General Partner's Authority..................................................38 6.4 Reimbursement of the General Partner.........................................................39 6.5

Management and Operation of Business. Section 5.1 Establishment of the Board 6 Section 5.2 The Board; Delegation of Authority and Duties 7 Section 5.3 Term of Office 8 Section 5.4 Meetings of the Board and Committees 8 Section 5.5 Voting 9 Section 5.6 Responsibility and Authority of the Board 9 Section 5.7 Devotion of Time 10 Section 5.8 Certificate of Formation 10 Section 5.9 Benefit Plans 11 Section 5.10 Indemnification 11 Section 5.11 Liability of Indemnitees 13 Section 5.12 Reliance by Third Parties 13

Management and Operation of Business. Power and Authority of Board of Directors 13 Section 5.2 Number, Qualification, Term and Election of Directors 14 Section 5.3 Vacancies 15 Section 5.4 Meetings 15 Section 5.5 Organization 15 Section 5.6 Resignations and Removals of Directors 15 Section 5.7 Quorum 15 Section 5.8 Nomination of Directors 16 Section 5.9 Actions of the Board by Written Consent 16 Section 5.10 Meeting by Means of Conference Telephone 16 Section 5.11 Committees 16 Section 5.12 Compensation 16 Section 5.13 Duties of Officers and Directors 16 Section 5.14 Exculpation and Indemnification 17 Section 5.15 Resolution of Conflicts of Interest; Interested Directors 19 Section 5.16 Certificate of Formation 20 Section 5.17 Officers 20 Section 5.18 Business Opportunities and Non-Employee Directors 22 Section 5.19 Reliance by Third Parties 23 ARTICLE VI Section 6.1 Records and Accounting 23 Section 6.2 Fiscal Year 23 Section 6.3 Reports 23 ARTICLE VII

Management and Operation of Business. Section 7.1 Management 61 Section 7.2 Replacement of Fiduciary Duties 63 Section 7.3 Certificate of Limited Partnership 63 Section 7.4 Restrictions on the General Partner’s Authority 63 Section 7.5 Reimbursement of the General Partner 64 Section 7.6 Outside Activities 65 Section 7.7 Indemnification 65 Section 7.8 Limitation of Liability of Indemnitees 67 Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 68 Section 7.10 Other Matters Concerning the General Partner 70 Section 7.11 Purchase or Sale of Partnership Interests 70 Section 7.12 Registration Rights of the General Partner and its Affiliates 71 Section 7.13 Reliance by Third Parties 73

Management and Operation of Business. Section 7.1. Management 37 Section 7.2. Certificate of Limited Partnership 39 Section 7.3. Restrictions on General Partner’s Authority 39 Section 7.4. Reimbursement of the General Partner 40 Section 7.5. Outside Activities 41 Section 7.6. Loans from the General Partner; Loans or Contributions from the Partnership; Contracts with Affiliates; Certain Restrictions on the General Partner 42 Section 7.7. Indemnification 43 Section 7.8. Liability of Indemnitees 45 Section 7.9. Resolution of Conflicts of Interest 46 Section 7.10. Other Matters Concerning the General Partner 47 Section 7.11. Purchase or Sale of Partnership Securities 48 Section 7.12. Reliance by Third Parties 48

Management and Operation of Business. 1. Except as restricted by this Agreement, the Company has the sole and exclusive right to manage, operate, and maintain the efficiency of the business and working forces. This includes the rights: to hire, discipline, suspend and discharge employees for just cause; to hire, promote and demote employees, and maintain discipline and efficiency in the Company’s facilities; to determine where and when to operate scheduled or unscheduled flights; to determine the type and location of facilities, equipment, and aircraft the Company will utilize; to sell or discontinue all or part of the business; to sell or lease aircraft or facilities; to determine marketing methods and strategies; to enter into code sharing, affiliation, or marketing agreements with other carriers; and to invest (including equity investments) in other business entities including, without limitation, other air carriers. 2. The exercise of any right reserved herein to management in a particular manner, or the non-exercise of a right, will not operate as a waiver of the Company’s rights, nor preclude the Company from exercising the right in a different manner. The rights enumerated above will not be deemed to exclude other preexisting rights of management, except as expressly provided in this Agreement.

Management and Operation of Business. Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.

Management and Operation of Business. Section 6.1 Management 24 Section 6.2 Certificate of Limited Partnership 25 Section 6.3 Restrictions on General Partner’s Authority 26 Section 6.4 Reimbursement of the General Partner 26 Section 6.5 Outside Activities 27

Management and Operation of Business. Section 7.1 Management 34 Section 7.2 The Board of Directors; Election and Appointment; Term; Manner of Acting 36 Section 7.3 Nominations of Elected Directors 38 Section 7.4 Removal of Members of Board of Directors 42 Section 7.5 Resignations of Members of the Board of Directors 42 Section 7.6 Vacancies on the Board of Directors 43 Section 7.7 Meetings; Committees; Chairman 43 Section 7.8 Officers 44 Section 7.9 Compensation of Directors 45 Section 7.10 Certificate of Formation 45 Section 7.11 Restrictions on the Authority of the Board of Directors 46 Section 7.12 Reimbursement of the Transocean Member 46 Section 7.13 Outside Activities 47 Section 7.14 Loans from the Transocean Member; Loans or Contributions from the Company or Group Members 48 Section 7.15 Indemnification 48 Section 7.16 Liability of Indemnitees 50 Section 7.17 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties 51 Section 7.18 Other Matters Concerning the Board of Directors 53 Section 7.19 Purchase or Sale of Membership Interests 54 Section 7.20 Registration Rights of the Transocean Member and its Affiliates 54 Section 7.21 Reliance by Third Parties 59

Management and Operation of Business. Section 7.1.