Material Terms of the Operating Agreement Sample Clauses

The Material Terms of the Operating Agreement clause defines the essential provisions that govern the rights, responsibilities, and obligations of the parties involved in a business entity, such as an LLC. This clause typically covers key areas like capital contributions, profit and loss allocations, management structure, voting rights, and procedures for admitting new members or handling member departures. By clearly outlining these fundamental terms, the clause ensures all parties have a mutual understanding of the operational framework, reducing the risk of disputes and providing a reliable reference point for resolving issues.
Material Terms of the Operating Agreement. Tenant shall substantially comply with all material terms and provisions of the Operating Agreement (or any replacement thereof) to be complied with by Tenant, subject to Tenant's right to pursue all available remedies, at law and in equity, with respect to any alleged default by Tenant in the performance of its duties and obligations under the Operating Agreement, or otherwise contest, in good faith and with due diligence, any such alleged default by Tenant; provided, however, that in the event of any casualty or condemnation or other event or circumstances, Tenant shall not be obligated to expend its own funds in excess of such amounts that Tenant would be obligated pursuant to the Lease to expend under such event or circumstances. Tenant shall not enter into any modifications or amendments of Sections 2.03, 2.04, 2.05, 2.09, 3.01, 4.01, 4.02, 4.03, 5.01, 5.02, 6.02, 7.01, 7.02, 8.01, 8.02, 8.03, 8.05, 8.06, 9.01, 9.02, 9.03, 9.05, 11.02, 11.03, 12.01, 12.02, 12.03, 12.04, 13.01, 14.01, 15.01, 15.02, 15.03, 16.01, 16.02, 16.03, 17.01, 18.01, 18.02, 19.03, 19.09, 19.11, 19.12, 19.16, and 19.19 of the Operating Agreement, nor terminate the same prior to the expiration thereof, without Landlord's prior written consent; nor shall Tenant enter into any replacement of the Operating Agreement without Landlord's prior written consent. To the extent required by this Section 20.4.1, Landlord's consent shall not be unreasonably withheld or conditioned so long as any such modification, amendment, termination or replacement of the Operating Agreement does not materially and adversely affect the duties and obligations of the parties thereunder. Notwithstanding the foregoing, in the event that the Operating Agreement is terminated by reason of a default by the Operator thereunder, Landlord shall not unreasonably withhold or condition its consent to the selection by Tenant of another Operator with experience in the assisted living facility business and the execution of a new Operating Agreement in form and substance satisfactory to Tenant and such new Operator. Additionally, Landlord and Tenant acknowledge and agree that in the event that Operating Agreement is terminated for any reason whatsoever and a replacement Operating Agreement is not entered into, this Agreement shall be amended to provide for certain additional terms, conditions and obligations which relate to and provide for the operation of the Retirement Community. Such additional terms and conditions shall ...
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Material Terms of the Operating Agreement. Lessee shall diligently perform and observe all of the terms, covenants and conditions of the Operating Agreement on the part of Lessee to be performed and observed and shall promptly notify Lessor of any notice received by Lessee of any default in the performance or observance of any of the terms, covenants or conditions of the Operating Agreement on the part of Lessee or Operator to be performed and observed. If Lessee shall default in the performance or observance of any material term, covenant or condition of the Operating Agreement on the part of Lessee to be performed or observed, then, without limiting Lessor's other rights or remedies under this Lease or any of the Operative Documents, and without waiving or releasing Lessee from any of its obligations hereunder or under the Operating Agreement, Lessor shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all of the material terms, covenants and conditions of the Operating Agreement on the part of Lessee to be performed or observed.
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Related to Material Terms of the Operating Agreement

  • Agreement Terms The terms of the Agreement conform to University policy. The period of performance for the project is approximately two (2) years. The amount of funding support will not exceed $230,000. Since research projects are often amended, this agreement includes a provision for changes in time and scope. University procedures for approval of these changes will be followed and additional conflict of interest review will be done as appropriate.

  • Quality Agreement Concurrently with execution of this Agreement, the Parties will enter into an agreement that details the quality assurance obligations of each Party with respect to the Manufacture and supply of Supplied Products under this Agreement (the “Quality Agreement”). Each Party shall perform its obligations under the Quality Agreement in accordance with the terms and conditions thereof. In the event of a conflict between the terms of the Quality Agreement and the terms of this Agreement, the provisions of the Quality Agreement shall govern.

  • Operating Agreement You have received and read a copy of the Company’s Operating Agreement (the “Operating Agreement”) and agree that your execution of this Subscription Agreement constitutes your consent to the Operating Agreement, and that upon acceptance of this Subscription Agreement by the Company, you will become a member of the Company as a holder of Class A Units. When this Subscription Agreement is countersigned by the Company, the Operating Agreement shall be binding upon acceptance of your subscription.

  • Cooperation Agreement At the Closing, PCC and Buyer shall, and PCC shall cause PCC Parent to, execute and deliver the Cooperation Agreement pursuant to which Buyer, PCC Parent and PCC shall provide each other certain information and other assistance in connection with the collection, administration and/or satisfaction of certain of the Retained Liabilities.

  • Pricing Instrument; Execution and Incorporation of Terms The parties hereto will enter into this Indenture by executing the Pricing Instrument. By executing the Pricing Instrument, the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the Trust hereby agree that the Indenture will constitute a legal, valid and binding agreement between the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the Trust. All terms relating to the Trust or the Notes not otherwise included herein will be as specified in the Pricing Instrument or Pricing Supplement, as indicated herein.