The Managers Sample Clauses
The "The Managers" clause defines the roles, powers, and responsibilities of the individuals or entities designated as managers within an organization or agreement. Typically, this clause outlines how managers are appointed, their decision-making authority, and the scope of their duties, such as overseeing daily operations or making strategic business decisions. By clearly delineating managerial authority and obligations, the clause helps prevent disputes over control and ensures efficient governance of the entity.
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The Managers. The Managers represent and warrant to the Administrative Agent and each Lender Party as of the date of this Agreement, as of the date of each increase in the Series 2022-1 Class A-1 Notes Maximum Principal Amount pursuant to Section 2.06 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 2022-1 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
The Managers. 1. The Manager is free without any impediment whatsoever to enter into and perform his obligations under this Agreement or his Service Agreement and there is no other form of agreement or binding obligation or fact or matter subsisting in relation to him which might prevent him from entering into or performing his obligations under the same or so far as that Manager is aware which might entitle any third person, firm or company to bring a claim in relation to the subject matter of this Agreement or his employment agreement.
2. The Manager is not at the date of this Agreement either alone or with any other person or persons engaged, concerned or interested in any way in any other business (whether or not of a similar nature to or competitive with that carried on by any member of the Target Group), provided that there shall be disregarded for the purposes of this paragraph any holding of or beneficial interest solely for investment purposes in not more than 3 per cent of any single class of securities of any company whose securities are listed, quoted or traded on any recognised investment exchange.
3. The information contained in his Managers' Declaration is true and accurate in all respects and not (whether by reason of any omission or otherwise) misleading. DocuSign Envelope ID: C34A137B-0339-4824-8AB3-43B6090F2BA3 EXECUTED as a DEED by ) Director Director EXECUTED as a DEED by ) Director Director … DocuSign Envelope ID: 5A6B1CE6-EF54-47C1-9102-8F792AB26775 EXECUTED AS A DEED by Merchant Investments Limited acting by ▇▇▇▇▇▇ ▇▇▇▇▇▇ (Director) in the presence of: ))) …………………………. Witness: Signature: Name: Address: Occupation: ……………………………………. …T…ru…dy…B…ar…ne…t……………………………………………. Company Director ………………………………………………………………. DocuSign Envelope ID: 5A6B1CE6-EF54-47C1-9102-8F792AB26775 EXECUTED AS A DEED by ▇▇▇▇▇▇ ▇▇▇▇▇▇ in the presence of: ) ) ) …………………………. Witness: Signature: Name: Address: Occupation: …………………………………. ▇▇▇▇▇ ▇▇▇▇▇▇ ………………………………………………………………. Company Director ………………………………………………………………. … DocuSign Envelope ID: 5A6B1CE6-EF54-47C1-9102-8F792AB26775 EXECUTED AS A DEED by ▇▇▇ ▇▇▇▇▇▇▇▇▇ in the presence of: ) ) ) ………………………………. Witness: Signature: … ………………………………………. Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ………………………………………………………………. Address: …. Housewife Occupation: ………………………………………………………………. DocuSign Envelope ID: 5A6B1CE6-EF54-47C1-9102-8F792AB26775 EXECUTED AS A DEED by ▇▇▇▇ ▇▇▇▇▇▇ in the presence of: ………………………………. Witness: Signature: Name: Address: Occupation: ………………………. …S…us…an...
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. 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 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. The Managers shall be the Persons named as such in Section 2.7 (in such capacity, the “Manager” pursuant to Section 13.1-1024 of the Act). The term of a Manager shall continue until a successor is duly elected, unless the Manager is sooner removed by or as a result of the earliest to occur of: (i) the direction of Members entitled to elect such Manager in accordance with Section 4.3 hereof to remove such Manager; (ii) operation of law; (iii) an order or decree of any court of competent jurisdiction; or (iv) voluntary resignation or death.
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. (a) Except as provided herein, the full, exclusive and complete discretion in the management and control of the business and affairs of the Company shall be vested in the “Managers.” The Managers, who may but need not be Persons other than the Member, shall be considered “managers” as that term is used in the TBOC.
(b) The number of Managers shall be fixed, and the Persons to serve as Managers shall be designated, by the Member from time to time. The initial number of Managers as designated by the Member shall be one, and the initial Manager as designated by the Member is ▇▇▇▇▇▇▇ ▇.
The Managers. The Company shall be managed by five (5) Managers, who may, but need not, be Members. Notwithstanding anything in the Law or this Agreement to the contrary, during the term of this Agreement Wilmorite shall be entitled to appoint three (3) of the Managers and PPI shall be entitled to appoint two (2) of the Managers, and each of Wilmorite and PPI shall be entitled to remove the respective Managers appointed by them and to fill any vacancy created by their removal, resignation or death. The initial Managers appointed by Wilmorite are (1) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (2) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and (3)
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...