Authority and Duty of Manager Sample Clauses

Authority and Duty of Manager. Manager shall have the sole and exclusive right and obligation to manage and operate the Hotel pursuant to the terms of this Agreement and Manager agrees that it shall manage and operate the Hotel as a first-class hotel comparable to Other Managed Hotels in accordance with the standards for Courtyard by Marriott hotels, taking into account the size, location and character of the Project. In connection therewith, Manager shall have the authority and responsibility, subject to the provisions of this Agreement, to (i) determine operating policy, standards of operation, quality of service, the maintenance and physical appearance of the Hotel and any other matters affecting operations and management; (ii) supervise and direct all phases of advertising, sales and business promotion for the Hotel; and (iii) carry out all programs contemplated by the Operating Budgets and, as directed by Lessee, the Capital Renewals Budgets, which have been approved by Lessee pursuant to Section 4.02. Lessee agrees that it will cooperate reasonably with Manager to permit and assist Manager to carry out its duties hereunder.
Sample 1
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Authority and Duty of Manager. (1) The Manager may enter into, make, and perform contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in the furtherance of the purposes of the Company and make all decisions and waivers thereunder; (2) The Manager may open and maintain bank and investment accounts and arrangements, draw checks and other orders for the payment of money, and designate individuals with authority to sign or give instructions with respect to those accounts and arrangements; and (3) The Manager shall maintain the assets of the Company in good order. (4) The Manager shall have the authority to borrow money on behalf of the Company, guaranty on behalf of the Company obligations of other parties, pledge any and all assets of the Company and authorize confession of judgment against the Company. (5) The Manager shall have the right to control any and all claims and litigation against the Company, settle any and all claims and litigation against the Company or submit any claim to arbitration or mediation. (6) The Manager shall have the right to carry out the day to day activities of the Company, including voting any stock, partnership interest, limited partnership interest, membership interest or such other equity ownership the Company may hold.
Sample 1
Authority and Duty of Manager. Manager shall have the sole and exclusive right and obligation to operate the Hotel according to (i) the Standard Practices during the Pre-Brand Commencement Date Period and (ii) the Brand Standards on and following the Brand Commencement Date, in each case pursuant to the terms of this Agreement. Subject to the Standard Practices or Brand Standards, as applicable, Manager shall have the sole authority and responsibility to: (a) determine operating policy, standards of operation, quality of service, the maintenance and physical appearance of the Hotel and any other matters affecting operations and management; (b) supervise and direct all phases of advertising, sales, and business promotion for the Hotel; and (c) carry out all programs consistent with the Budgets; provided that Manager shall be excused from the performance of any of its obligations under this Agreement to the extent such performance is prevented by Owner's failure to cooperate with Manager and provide all funds or Double Tree Resort by Hiltxx Xxxxxx Xxxch Oceanfront - MA resources (if applicable) required to be provided by Owner pursuant to the Budgets or as otherwise expressly set forth in this Agreement.
Sample 1
Authority and Duty of Manager. Manager shall have the sole and exclusive right and obligation to manage and operate the Hotel pursuant to the terms of this Agreement and Manager agrees that it shall manage and operate the Hotel as a first-class hotel comparable to Other Managed Hotels in accordance with the standards for full-service Managed Hotels set forth in the Operating Manual, taking into account the size, location and character of the Hotel. In connection therewith, Manager shall have the authority and responsibility, subject to the provisions of this Agreement, to (i) determine operating policy, standards of operation, quality of service, the maintenance and physical appearance of the Hotel and any other matters affecting operations and management; (ii) subject to reasonable conformity with the approved Operating Budget and Capital Renewals Budget, supervise and direct all phases of advertising, sales and business promotion for the Hotel; and (iii) subject to reasonable conformity with the approved Operating Budget and Capital Renewals Budget, carry out all programs contemplated by the Operating Budgets and Capital Renewals Budgets, which have been approved by Owner pursuant to Section 4.02. Owner agrees that it will cooperate reasonably with Manager to permit and assist Manager to carry out its duties hereunder. Owner and Manager further agree that this Agreement provides for management in respect of the Hotel, that Owner and Manager do not intend, nor does this Agreement grant or create, a franchise within the meaning of the Federal Trade Commission Act, any rule or regulation promulgated thereunder, or any other applicable law, rule, regulation or judicial decision. Manager acknowledges that this Agreement is subject and subordinate to the Hotel Lease (it being understood that such subordination does not affect Manager's right to receive the Base Management Fee when due including during a default by Owner which has continued beyond the applicable cure period under the Hotel Lease) and that Manager, on behalf of Owner and at Owner's sole expense, shall use its reasonable efforts to fulfill Owner's duties and obligations under the Hotel Lease. Owner shall not pursue any amendments or modifications of the Hotel Lease if such amendment or modification would affect Manager's rights, obligations or liabilities under this Agreement, without the prior written approval of Manager, such approval of Manager not to be unreasonably withheld; provided, however, that a copy of any amendment...
Sample 1
Authority and Duty of Manager. Manager shall have the sole and exclusive right and obligation to manage and operate the Hotel pursuant to the terms of this Agreement and Manager agrees that it shall manage and operate the Hotel as a first-class hotel comparable to Other Managed Hotels in accordance with the standards for the brand applicable to the Hotel (or other comparable brands), taking into account the size, location and character of the Project. In connection therewith, Manager shall have the authority and responsibility, subject to the provisions of this Agreement, to (i) determine operating policy, standards of operation, quality of service, the maintenance and physical appearance of the Hotel and any other matters affecting operations and management; (ii) supervise and direct all phases of advertising, sales and business promotion for the Hotel; and (iii) carry out all programs contemplated by the Operating Budgets and, as directed by Owner, the Capital Renewals Budgets, which have been approved by Owner pursuant to Section 4.02. Owner agrees that it will cooperate reasonably with Manager to permit and assist Manager to carry out its duties hereunder. Notwithstanding anything to the contrary contained herein, the parties agree that any right or obligation of Manager under this Agreement may be assigned by Manager to a hotel management company approved by Owner (“Sub-Manager”). Upon any such assignment, references herein to “Manager” shall be deemed to refer to Sub-Manager except to the extent that such a reference does not make sense (the parties’ intent being that although the Manager will remain ultimately responsible hereunder, Sub-Manager will undertake as many of Manager’s obligations and responsibilities as is feasible; Manager shall be the final arbiter of whether a particular reference to Manager does not include Sub-Manager).
Sample 1
Authority and Duty of Manager. Manager shall have the sole and exclusive right and obligation to manage and operate the Hotel pursuant to the terms of this Agreement and Manager agrees that it shall manage and operate the Hotel as a first-class hotel comparable to Other Managed Hotels in accordance with the standards for Hampton Inn / Hampton Inn & Suites hotels, taking into account the size, location and character of the Project. In connection therewith, Manager shall have the authority and responsibility, subject to the provisions of this Agreement, to (i) determine operating policy, standards of operation, quality of service, the maintenance and physical appearance of the Hotel and any other matters affecting operations and management; (ii) supervise and direct all phases of advertising, sales and business promotion for the Hotel; and (iii) carry out all programs contemplated by the Operating Budgets and, as directed by Lessee, the Capital Renewals Budgets, which have been approved by Lessee pursuant to Section 4.02. Lessee agrees that it will cooperate reasonably with Manager to permit and assist Manager to carry out its duties hereunder. Manager agrees to provide management services to the Hotel to the degree and to the scope of services that Manager provided at the time this agreement was executed. As such, Manager agrees that Manager will not reduce Manager's corporate office staffing levels, alter the level and scope of support and managerial services provided to the Hotel by Manager, or assess additional corporate charges to the Hotel without the written consent of the Lessee.
Sample 1
Authority and Duty of Manager 
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Related to Authority and Duty 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 Owner Trustee Section 6.01.

  • Appointment Authority and Duties of Agent 13.1.1. Each Lender hereby irrevocably appoints and designates BofA as Agent to act as herein specified. Agent may, and each Lender by becoming a party to this Agreement 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 any Obligor, for its benefit and the Pro Rata benefit of Lenders and, except as otherwise provided in this Section 13, 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 (including each Lien Waiver and Subordination Agreement) and accept delivery of each such agreement by any Obligor or any other Person; (c) act as collateral agent for Secured Parties for purposes of the perfection of all security interests and Liens created by this Agreement or the Security Documents 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 an Obligor’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 Section 1), 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. 13.1.2. Agent (which term, as used in this sentence, shall include reference to Agent’s officers, directors, employees, attorneys, agents and Affiliates and to the officers, directors, employees, attorneys and agents of Agent’s Affiliates) shall not: (a) have any duties or responsibilities except those expressly set forth in this Agreement and the other Loan Documents or (b) be required to take, initiate or conduct any Enforcement Action (including any litigation, foreclosure or collection proceedings hereunder or under any of the other Loan Documents) except to the extent directed to do so in writing by the Required Lenders during the continuance of any Event of Default. The conferral upon Agent of any right hereunder shall not imply a duty on Agent’s part to exercise any such right unless instructed to do so by the Required Lenders in accordance with this Agreement. 13.1.3. Agent may perform any of its duties by or through its agents and employees and may employ one or more Agent Professionals and shall not be responsible for the negligence or misconduct of any such Agent Professionals selected by it with reasonable care. Obligors shall promptly (and in any event, on demand) reimburse Agent for all reasonable out-of-pocket expenses (including all Extraordinary Expenses) incurred by Agent pursuant to any of the provisions hereof or of any of the other Loan Documents or in the execution of any of Agent’s duties hereby or thereby created or in the exercise of any right or power herein or therein imposed or conferred upon it or Lenders (excluding, however, general overhead and other in-house expenses, except as expressly permitted hereunder), and each Lender agrees promptly to pay to Agent, on demand, such Lender’s Pro Rata share of any such reimbursement for expenses (including Extraordinary Expenses) that is not timely made by Obligors to Agent. 13.1.4. The rights, remedies, powers and privileges conferred upon Agent hereunder and under the other Loan Documents may be exercised by Agent without the necessity of the joinder of any other parties unless otherwise required by Applicable Law. If Agent shall request instructions from the Required Lenders with respect to any act or action (including the failure to act) in connection with this Agreement or any of the other Loan Documents, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting hereunder or under any of the Loan Documents pursuant to or in accordance with the instructions of the Required Lenders except for Agent’s own gross negligence or willful misconduct in connection with any action taken by it. Notwithstanding anything to the contrary contained in this Agreement, Agent shall not be required to take any action that is in its opinion contrary to Applicable Law or the terms of any of the Loan Documents or that would in its reasonable opinion subject it or any of its officers, employees or directors to personal liability. 13.1.5. Agent shall promptly, upon receipt thereof, forward to each Lender (i) copies of any significant written notices, reports, certificates and other information received by Agent from any Obligor (but only if and to the extent such Obligor is not required by the terms of the Loan Documents to supply such information directly to Lenders) and (ii) copies of the results of any field audits or other examinations made or prepared by or on behalf of Agent with respect to Obligors or the Collateral (each, a “Report” and collectively, “Reports”).

  • Authority and Duties of the Owner Trustee ACTION BY CERTIFICATEHOLDERS

  • AUTHORITY AND PARTIES In accordance with the National Aeronautics and Space Act (51 U.S.C. § 20113), this Agreement is entered into by the National Aeronautics and Space Administration, located at 000 X Xxxxxx XX, Xxxxxxxxxx, XX 00000 (hereinafter referred to as "NASA") and Xxxxxx Space Systems, Inc., located at 0000 Xxxxxxxx Xx., Xxxxxx, XX 00000 (hereinafter referred to as "Partner" or "Xxxxxx"). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties."

  • Authority of Manager (a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Corporation, as the sole managing member of the Company (the Corporation, in such capacity, the “Manager”) and (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company. The Manager shall be the “manager” of the Company for the purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04. (b) The day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions in this Agreement (including in Section 6.07 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall include, but not be limited to, such duties as the Manager may, from time to time, delegate to them and the carrying out of the Company’s business and affairs on a day-to-day basis. The existing Officers of the Company as of the Effective Time shall remain in their respective positions and shall be deemed to have been appointed by the Manager. All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Manager. (c) The Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

  • Authority and Execution It has full power, authority and legal right to execute and deliver, and to perform its obligations under, this Guaranty and has taken all necessary corporate, partnership or limited liability company, as the case may be, action to authorize the execution, delivery and performance of this Guaranty.

  • Authority and No Violation (a) Goldbelt has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Goldbelt, the issuance of the Subscription Shares and the consummation by Goldbelt of the Offer have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement, the issuance of the Subscription Shares or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by Goldbelt and constitutes a legal, valid and binding obligation of Goldbelt, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Goldbelt of this Agreement and the performance by it of its obligations under this Agreement, the issuance of the Subscription Shares and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction will not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (A) its or any Goldbelt Subsidiary’s notice of articles, articles, declaration of constitution or other charter documents, the agreements among the shareholders of any Goldbelt Subsidiary or the agreements covering any of Goldbelt’s material joint ventures; (B) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; (C) any note, bond, mortgage, indenture, instrument, contract, agreement, lease, letter of intent, letter of offer, Authorization or government grant to which Goldbelt or any Goldbelt Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (D) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Goldbelt or any Goldbelt Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any security interest in any assets of Goldbelt or any Goldbelt Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, or result in the imposition of any encumbrance, charge or lien upon any of Goldbelt’s assets or the assets of any of the Goldbelt Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of Goldbelt or any Goldbelt Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Goldbelt.

  • Authority and Power All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral Portfolio.

  • Authority and Validity 14 4.3. No Breach or Violation............................................14 4.4. Assets............................................................14 4.5.

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