Authority and Duties of Manager Sample Clauses

Authority and Duties of Manager. Subject to other provisions of this Agreement, including the power reserved in the Board to make the Major Decisions described in SECTION 8.3 (Major Decisions), the Manager will have exclusive power and authority to direct and manage the business and operations of the Company, and will have all rights, powers and authority generally conferred by law or necessary, advisable or appropriate for accomplishing the purpose of the Company. Manager shall carry out its obligations with respect to the management of the Company using its good faith best efforts. Manager will be responsible for a breach of these management obligations only to the extent (i) not covered by Company insurance, and (ii) resulting from either (a) its gross negligence or willful misconduct or (b) the gross negligence, willful misconduct or breach of any of the Wilsxx Xxxncipals of any of the obligations which they have specifically undertaken in this Agreement. By way of illustration, and not by way of limitation, subject to other provisions of this Agreement, including the power reserved in the Board to make the Major Decisions described in SECTION 8.3 (Major Decisions), the Manager will have the authority, on behalf of the Company, as follows:
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Authority and Duties of Manager. Without limiting the foregoing and subject to Owner’s contribution of funds as and when required under this Agreement, and subject to Manager obtaining Owner’s approval where required under this Agreement, Manager shall:
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Authority and Duties of Manager. Without limiting the foregoing and in each case without any further act, vote or approval, Manager may, in the name of and on behalf of, the Company:
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Authority and Duties of Manager. For each Selected Business, Manager shall have the authority customarily associated with the office of chief executive officer of a business in the industry in which that Selected Business operates, shall have primary management responsibility for the Selected Business, and shall perform such other executive-level duties as are consistent with the position of chief executive officer of each Selected Entity (as defined in Section 3 below). With respect to each Selected Entity, Manager shall report to the Board of Directors thereof (with respect to each Selected Entity, the “Board ”). During the Management Period, Manager shall devote such time and attention to Manager’s duties under this Agreement as required to carry them out as directed by the appropriate Board.
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Authority and Duties of Manager. Manager is authorized, subject to the supervision and revocation authority at the discretion of the Company, to supervise and direct the investment and reinvestment of the assets in the Account, subject to such limitations as are contained in the Guidelines described in Section 3 of this Agreement, , and subject to the Company’s right to direct the investment of the Account by means of Instructions as described in Section 3 of this Agreement. Manager, as The Company’s agent and attorney-in-fact with respect to the Account, may: (a) subject to the supervision and revocation authority at the discretion of the Company, buy, sell, exchange, convert and otherwise invest or trade in any stocks, bonds, options, units and other securities, including money market instruments, whether the issuer is organized in the United States or outside the United States, at such times and in such manner as Manager determines; (b) subject to the supervision and revocation authority at the discretion of the Company, place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as Manager may select, which brokers or dealers are entitled to receive compensation for their services which will be deducted from the account; (c) subject to the supervision and revocation authority at the discretion of the Company to execute certain documentation as the Account’s agent and attorney-in-fact as Manager may deem necessary to facilitate any such investment or reinvestment;. Manager may give a copy of this Agreement to any broker, dealer or other party to a transaction, as evidence of its authority to act on the Account’s behalf, (d) see Exhibit D for upfront costs to set up the Account. Manager is authorized to accept delivery of cash or securities for the Account or to establish or maintain custodial arrangements for the Account. The Manager shall choose a custodian. Custodian to segregate the assets in the Account and to invest and reinvest them in accordance with the directions subject to the supervision and revocation authority at the discretion of the Company, transmitted by Manager and received by the Custodian. Such directions shall be given in writing, and confirmed in writing promptly thereafter. The Company shall not change the Custodian without giving Manager reasonable advance written notice of its desire to do so, together with the name and other relevant information with respect to the suggested new Custodian. Manager shall not b...
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Authority and Duties of Manager a. CITY hereby engages MANAGER, as an independent contractor and not as an agent of or for the CITY, to provide the pre-development services set forth in Exhibit B commencing with the Predevelopment Commencement Date and to operate, manage, and maintain the VENUE commencing with the Postdevelopment Commencement Date. MANAGER hereby undertakes and agrees to act in such capacity in accordance with the provisions of this Agreement.
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Authority and Duties of Manager 
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Related to Authority and Duties of Manager

  • Authority and Duties All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws or, to the extent so provided, by the Board.

  • AUTHORITY AND DUTIES OF THE OWNER TRUSTEE ACTION BY CERTIFICATEHOLDERS

  • Authority and Duties of Owner Trustee Section 6.01.

  • Appointment Authority and Duties of Agent 12.1.1. Each Lender hereby irrevocably appoints and designates Fleet as Agent to act as herein specified. Agent may, and each Lender by its acceptance of a Note shall be deemed irrevocably to have authorized Agent to, enter into all Loan Documents to which Agent is or is intended to be a party and all amendments hereto and all Security Documents at any time executed by Borrower, for its benefit and the Pro Rata benefit of Lenders and, except as otherwise provided in this Section 12, to exercise such rights and powers under this Agreement and the other Loan Documents as are specifically delegated to Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Lender agrees that any action taken by Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Agent or the Required Lenders of any of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with this Agreement and the other Loan Documents; (b) execute and deliver as Agent each Loan Document and accept delivery of each such agreement delivered by Borrower or any other Obligor; (c) act as collateral agent for Lenders for purposes of the perfection of all security interests and Liens created by this Agreement or the Security Documents with respect to all material items of the Collateral and, subject to the direction of the Required Lenders, for all other purposes stated therein, provided that Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for Agent and the other Lenders for purposes of the perfection of all security interests and Liens with respect to Borrower's Deposit Accounts maintained with, and all cash and Cash Equivalents held by, such Lender; (d) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (e) except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise all remedies given to Agent with respect to any of the Collateral under the Loan Documents relating thereto, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship with any Lender (or any Lender's participants). Unless and until its authority to do so is revoked in writing by Required Lenders, Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory (basing such determination in each case upon the meanings given to such terms in Appendix A), or whether to impose or release any reserve, and to exercise its own credit judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from any liability to Lenders or any other Person for any errors in judgment.

  • Authority and Duties of Officers All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

  • Appointment and Duties of the Manager (a) The Company hereby appoints the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.

  • Duties of Manager The Manager, at its own expense, shall furnish the following services and facilities to the Trust:

  • POWERS AND DUTIES OF CUSTODIAN As custodian, the Custodian shall have and perform the powers and duties set forth in this Article II. Pursuant to and in accordance with Article IV hereof, the Custodian may appoint one or more Subcustodians (as hereinafter defined) to exercise the powers and perform the duties of the Custodian set forth in this Article II and references to the Custodian in this Article II shall include any Subcustodian so appointed.

  • Powers and Duties of the Trustee The rights, powers, duties and authorities of the Trustee under this Agreement, in its capacity as Trustee of the Trust, shall include:

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