Acts by Managers Sample Clauses
Acts by Managers. (a) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. A Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
(b) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the name of the Company of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority.
(c) The Managers shall have the right and authority to take all actions which the Managers deem necessary, useful or appropriate for the day-to-day management and conduct of the Company’s business.
(d) The Managers may exercise all powers of the Company and do all such lawful acts and things as are not required or directed by the Act, other applicable law, or this Agreement to be exercised or done by the Member. Notwithstanding any other provision of this Agreement, all instruments, contracts, agreements and documents providing for the acquisition or disposition of property of the Company shall be valid and binding on the Company if executed by one or more of the Managers or by one or more officers of the Company delegated such power by the Managers. Except as set forth in Section 2.03 of this Agreement, all instruments, contracts, agreements and documents of whatsoever type executed on behalf of the Company shall be executed in the name of the Company by one or more Managers or by one or more officers of the Company delegated such power by the Managers.
Acts by Managers. 13 SECTION 3.03
Acts by Managers. (a) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and
Acts by Managers. Without limiting the generality of Section 8.1, acts taken on behalf of the Company that shall require the consent of the Managers shall include, but not be limited to, the following:
(a) to employ (and dismiss), on behalf of the Company, such Persons as the Managers, in their sole judgment, shall deem advisable for the operation and management of the business of the Company, including, but not limited to, accountants and attorneys, on such terms and for such compensation as the Managers, in the Managers’ sole judgment, shall determine. The fact that a Manager or a member of a Manager’s family is directly or indirectly interested in or connected with any Person employed by the Company to render or perform a service, or from which or whom the Company may buy merchandise or other services or property, shall not preclude the Company from employing such Person or otherwise dealing with such Person, and neither the Company nor the Members thereof shall have any rights in or to any income or profits derived therefrom;
(b) to authorize or approve all actions with respect to dispositions of the assets of the Company, borrowing of funds, contracts, guarantees, notes, and other instruments on behalf of the Company;
(c) to borrow money and pledge assets of the Company to secure such borrowings;
(d) to open, maintain, and close bank accounts and to draw checks and other orders for the payment of money;
(e) at any time and from time to time, and subject to revocation at any time, to delegate the authorities, discretions, and powers, or any of them, herein conferred upon the Managers to any one or more agents, such delegation and all revocations thereof to be evidenced by an instrument in writing; provided, however, that any such delegation shall not relieve the Managers of their obligations and liabilities as Managers under this Agreement;
(f) to pay any and all Company organization, capital, and operating costs and expenses, and management fees as and when due;
(g) except as provided in Section 8.3(c), to commence, defend, settle, or compromise any litigation that pertains to the Company or any Company assets;
(h) to make, or not make, in the Manager’s sole judgment, any tax elections available to the Company, including but not limited to an election under Section 754 of the Code;
(i) to open, maintain, and close accounts, including but not limited to margin accounts, with brokers, dealers and others, and issue all instructions with respect to any assets held in such ...