5General Authority Sample Clauses

5General Authority. Subject to the provisions of Sections 6.8 and 6.9, the Manager shall have complete and exclusive control over the management of the business and affairs of the Company. If there is a Board of Managers or multiple persons within a company designated as the Manager having control over management of the business of the Company, the rights and powers of the Manager shall be exercised among them as they may agree among themselves, but in the absence of such an agreement or in the event of deadlock or other lack of decision pursuant to such agreement, they shall be bound by the majority vote of the Members. Notwithstanding the above, all leases of Property, for whatever duration, must be approved by the Manager. Except as provided in Sections 6.8 and 6.9 hereof, the Members shall have no right to participate in the management or control of the business and affairs of the Company and shall have only the voting rights specifically set forth in this Agreement or as otherwise required and not subject to waiver under Chapter 86. In addition to this general management authority, the Manager shall have the following specific rights, subject to compliance with the other provisions of this Agreement: 6.5.1 To operate, manage, and collect income from any Property of the Company in accordance with this Agreement; 6.5.2 To borrow money from banks, other third party lenders or the Members on terms and conditions which the Manager deems reasonable, and to pledge, mortgage and grant security interests or deeds of trust in or on any Property owned by the Company as security for the payment of indebtedness authorized by the Agreement; 6.5.3 To oversee production and commercialization of V.R. Applications of the Company. 6.5.4 To make any reasonable expenditures for the organization, operation and conduct of the business and affairs of the Company and to negotiate, execute, acknowledge, file, record, deliver and perform any agreements and instruments considered necessary or appropriate by the Manager for the conduct of the Company business and affairs in accordance with this Agreement or for the implementation of the powers granted under this Agreement; 6.5.5 To prepay, modify, amend, renew, or extend any authorized Company indebtedness; 6.5.6 If such Manager serves as the Tax Matters Member for the Company, to make any and all elections for federal, state and local tax purposes including any election, if permitted by applicable law, to adjust the basis of Property pursuant to Se...
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Related to 5General Authority

  • General Authority The Owner Trustee is authorized and directed to execute and deliver the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party and any amendment or other agreement or instrument described herein, as evidenced conclusively by the Owner Trustee's execution thereof. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, except as otherwise provided in this Trust Agreement, to take all actions required of the Trust pursuant to the Basic Documents.

  • Legal Authority The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto.

  • Authorization of Governmental Authorities No action by (including any authorization, consent or approval), in respect of, or filing with, any governmental authority or regulatory body is required for, or in connection with, the valid and lawful authorization, execution, delivery and performance by it of this Agreement, subject to, in the case of the Debtors, the entry by the Bankruptcy Court of the Approval Order.

  • Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

  • Proper Authority Each Party represents and warrants that the person executing this Grant Agreement on its behalf has full power and authority to enter into this Grant Agreement.