Manager Parties definition

Manager Parties shall have the meaning set forth in the Preamble.

Manager Parties has the meaning assigned in Section 3(b).

Manager Parties means the Manager’s affiliates, subsidiaries and agents, and their respective directors, officers and employees.

Examples of Manager Parties in a sentence

• To the maximum extent permitted by law, the Lead Manager Parties exclude and disclaim all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this Offer Booklet being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise.

• The Manager Parties shall not recommend or specify any product, supplier, or contractor with whom they have a direct or indirect financial or organizational interest or relationship that would violate conflict of interest laws, regulations, or policies.

• Manager shall procure and maintain for the duration of the Term insurance against Claims for injuries to Persons or damages to property that may arise from or in connection with Manager’s performance under this Agreement and performance by any Manager Parties.

• In providing City with Mandatory Assistance, if the Manager Parties incur reasonable costs, City will reimburse Manager for such costs.

• Manager shall establish, and make known to the Manager Parties, appropriate safeguards to prohibit them from using their positions for a purpose that is, or that gives the appearance of being, motivated by the desire for private gain for themselves or others, particularly those with whom they have family, business, or other relationships.

More Definitions of Manager Parties

Manager Parties means Manager, its Affiliates, and its and their members, managers, officers, directors, employees, agents, and representatives.

Manager Parties has the meaning set forth in Section 12.1.

Manager Parties means the Collateral Manager, the BDC Advisor and their respective Affiliates.

Manager Parties means the Collateral Manager, the BDC Advisor, the Sub-Advisor and their respective Affiliates. “Material Adverse Effect” shall mean, with respect to any event or circumstance, a material adverse effect on (i) the business, financial condition (other than the performance of the Assets) or operations of the Issuer, taken as a whole, (ii) the validity or enforceability of the Indenture, this Agreement or the Issuer’s Certificate of Formation or Limited Liability Company Agreement or (iii) the existence, perfection, priority or enforceability of the Trustee’s lien on the Assets. “Organizational Instruments” shall mean the certificate of incorporation and bylaws (or the comparable documents for the applicable jurisdiction), in the case of a company or a corporation, or the partnership agreement, in the case of a partnership, or the certificate of formation and limited liability company agreement (or the comparable documents for the applicable jurisdiction), in the case of a limited liability company. “Owner” shall mean, with respect to any Person, any direct or indirect shareholder, member, partner or other equity or beneficial owner thereof. “Proceedings” shall have the meaning set forth in Section 22. “Related Person” shall mean, with respect to any Person, the Owners, directors, officers, employees, managers, agents and professional advisors thereof. “Responsible Officer” shall mean any officer, authorized person or employee of the Collateral Manager set forth on the list provided by the Collateral Manager to the Issuer and the Trustee which list shall include any collateral manager having day-to-day responsibility for the

Manager Parties means Manager and each of its officers, directors, and employees. "City Parties" shall mean the City and each of their officers, directors, owners, and employees.

Manager Parties means Manager, Manager’s affiliates and successors, and their respective partners, shareholders, members, directors, officers, employees and agents, and shall also include (without limitation) the Hotel Manager and any affiliates and successors of such Hotel Manager, and their respective partners, shareholders, members, directors, officers, employees and agents. “Liabilities” means claims, losses, damages, costs, expenses, penalties, and other liabilities (including, without limitation, all reasonable attorneys’ fees, experts’ fees, court costs, and other costs incurred in investigating, defending or prosecuting any litigation or proceeding), of any nature, kind or description, whether known or unknown, whether predating this Agreement or not, or whether arising out of contract, tort, strict liability, misrepresentation, or violation of applicable law. The Association (on its own behalf and on behalf of its members) hereby waives against the Manager Parties (and hereby agrees that the Manager Parties shall not be liable to the Association or any of its respective members, directors and officers with respect thereto), and shall indemnify, defend, and hold Manager Parties harmless from and against, any and all Liabilities directly or indirectly arising out of, caused by, in connection with, or resulting from (in whole or in part) (i) any financing, construction, renovation, demolition, replacement, condition, management or operation of the Project (and all real and personal property therein or thereon) or the Association, or (ii) the performance of this Agreement or of the Association Management; except to the extent such Liabilities are caused by the gross negligence or willful misconduct of Manager during the term of this Agreement. THE OBLIGATIONS OF THE ASSOCIATION UNDER THIS SECTION 3.5 SHALL APPLY TO LIABILITIES EVEN IF SUCH LIABILITIES ARE CAUSED IN WHOLE OR IN PART BY THE SOLE, JOINT, OR CONCURRENT ORDINARY NEGLIGENCE, FAULT, OR STRICT LIABILITY OF ANY MANAGER PARTY, WHETHER OR NOT SUCH SOLE OR CONCURRENT ORDINARY NEGLIGENCE, FAULT, OR STRICT LIABILITY IS ACTIVE OR PASSIVE.

Manager Parties is defined in Section 6.01.