Authority of Manager to Bind the Company Sample Clauses

Authority of Manager to Bind the Company. Unless stated otherwise in this Agreement, only the Manager, agents vested with actual authority, and designated officers acting within the scope of the duties shall have the authority to bind the Company.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Authority of Manager to Bind the Company. Only the Manager and agents of the Company authorized by the Manager shall have the authority to bind the Company. Any action to be taken by the Manager under this Company Agreement may be taken individually by any one of the acting Managers. The Manager has the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including but not limited to: 6.6.1. The institution, prosecution and defense of any Proceeding in the Company’s name; 6.6.2. The purchase, receipt, lease or other acquisition, ownership, holding, improvement, use and other dealing with, Property, wherever located; 6.6.3. The sale, conveyance, mortgage, pledge, lease, exchange, and other disposition of Company Property;
Sample 1Sample 2Sample 3
Authority of Manager to Bind the Company. Only the Manager and its authorized officers, and authorized officers of the Company, shall have authority to bind the Company. Authorized officers of the Manager and authorized officers of the Company shall include sales agents employed by the Manager. No Member other than a Manager or authorized officer shall take any action as a Member to bind the Company, and shall indemnify the Company for any costs or damages incurred by the Company as a result of the unauthorized action of such Member. Any authorized officer or any Manager shall have the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company (except as otherwise may be specifically limited pursuant to Article 5 hereinabove, or as otherwise reserved to the Members pursuant to the Act), including without limitation, the following: 6.3.1 The institution, prosecution and defense of any proceeding in the Company's name; 6.3.2 The purchase, receipt, lease or other acquisition, ownership, holding, improvement, use and other dealing with, Company Property, wherever located; 6.3.3 The marketing and sale of the Land, and any improvements constructed thereon; 6.3.4 The procurement of financing for the Company, and the mortgage, pledge, lease, exchange, hypothecation and other disposition of the Company assets in connection with all financing procured for the Company; 6.3.5 The entering into of contracts and obligations of the Company; incurring of liability; borrowing money; issuance of notes, bonds and other obligations; and securing of any of its obligations by mortgage, pledge or hypothecation of any Company Property, income or account receivables; 6.3.6 The lending of money, investment or reinvestment of the Company's funds, and receipt and holding of Property as security for repayment, including, without limitation, loaning money to, and otherwise helping Members, officers, employees, and agents; 6.3.7 The conduct of the Company's business, the establishment of Company offices, and the exercise of the powers of the Company within or without Nevada; 6.3.8 The appointment of employees and agents of the Company, the defining of their duties, the establishment of their compensation; 6.3.9 Any other act that furthers the business and affairs of the Company; 6.3.10 The payment of compensation, or additional compensation to any or all Members and employees, and to the Manager, on account of services rendered to the Company, whether or not an...
Sample 1
Authority of Manager to Bind the Company. The Manager, and to the extent authorized by the Manager, any officer or other agent of the Company, shall have the authority to bind the Company. These Persons have the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including without limitation: a. The institution, prosecution and defense of any Proceeding in the Company’s name; b. The purchase, receipt, lease, acquisition, ownership, holding, improvement, and use of, and other dealing with, Property, wherever located; c. The Disposition of Property; d. The entering into of contracts and guaranties; incurring of liabilities; borrowing of money; issuance of notes, bonds, and other obligations; and securing of any of the Company’s obligations by mortgage or pledge of any of the Company’s Property or income; e. The lending of money; investment and reinvestment of the Company’s funds; and receipt and holding of Property as security for repayment, including, without limitation, the loaning of money to, and otherwise helping the Member, Manager, employees, and agents; f. The conduct of the Company’s business, the establishment of Company offices, and the exercise of the powers of the Company anywhere in the world; g. The appointment of employees and agents of the Company, the defining of their duties, and the establishment of their compensation; h. The payment or donation, or any other act, that furthers the business and affairs of the Company; i. The payment of compensation, or additional compensation, to employees other than the Manager on account of services previously rendered to the Company, whether or not an agreement to pay such compensation was made before such services were rendered; j. The participation in limited liability companies, partnerships, joint ventures, or other associations of any kind with any Person; and k. The indemnification of the Member, Manager or any other Person.
Sample 1
Authority of Manager to Bind the Company. Subject to the limitations of Section 5.10 hereof, the Manager shall only have such rights and authority as are expressly stated in this Agreement. The Members may with the unanimous approval of both Members at any time limit or reduce the authority of the Manager (but the requirement of unanimity shall not apply to any removal of a Manager authorized by Section 3.6). Only the Manager and its authorized officers, and authorized officers of the Company shall have authority to bind the Company, except as to matters reserved to the Members. Authorized officers of the Manager and authorized officers of the Company shall include sales agents employed by the Manager. No Member shall take any action as a Member to bind the Company, except as expressly authorized herein, and shall indemnify the Company for any costs or damages incurred by the Company as a result of the unauthorized action of such Member. The Manager shall have the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company (except as otherwise may be specifically limited pursuant to this Agreement, or as otherwise reserved to the Members pursuant to the Act), including without limitation, the following: 6.3.1 The institution, prosecution and defense of any proceeding in the Company's name; 6.3.2 The purchase, receipt, lease or other acquisition, ownership, holding, improvement, use and other dealing with, Company property, in accordance with the Development Budget; 6.3.3 The marketing and sale of Lots, and any improvements constructed thereon in accordance with the Marketing Budget and with approved Marketing Materials;
Sample 1
Authority of Manager to Bind the Company. Only the Manager(s) and agents of the Company authorized by the Manager(s) shall have the authority to bind the Company. Subject to the limitations set forth in this Agreement, the Manager(s) have the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including, without limitation: a. The institution, prosecution and defense of any Proceeding in the Company’s name; b. The purchase, receipt, lease or other acquisition, ownership, holding, improvement, use and other dealing with, Property, wherever located; c. The sale, conveyance, mortgage, pledge, lease, exchange, and other disposition of Company Property; d. The entering into of contracts and guaranties; incurring of liabilities; borrowing money, issuance of notes, bonds, and other obligations; and the securing of any of its obligations by mortgage or pledge of any Company Property or income; e. The lending of money, investment and reinvestment of the Company’s funds, and receipt and holding of Property as security for repayment, including, without limitation, the loaning of money to the Member, officers, employees, and agents of the Company; f. The conduct of the Company’s business, the establishment of Company offices, and the exercise of the powers of the Company within or without the State of Nevada; g. The appointment of employees and agents of the Company, the defining of their duties, and the establishment of their compensation; h. The payment of pensions and the establishment of pension plans, pension trusts, profit sharing plans, and other benefit and incentive plans for all or any of the current or former Members, employees, and agents of the Company; i. The making of donations to the public welfare or for religious, charitable, scientific, literary or educational purposes; j. The payment of compensation, or additional compensation to the Member, and employees on account of services previously rendered to the limited liability company, whether or not an agreement to pay the compensation was made prior to the time the services were rendered; k. The purchase of insurance on the life of any of the Manager(s) or employees of the Company for the benefit of the Company; l. The participation in partnership agreements, joint ventures, or other associations of any kind with any Person or Persons; and m. Any other act that furthers the business and affairs of the Company.
Sample 1

Related to Authority of Manager to Bind the Company

  • 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.

  • 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 of Seller Seller has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • Authority of the Representatives Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.

  • Authority of Representatives In all dealings hereunder, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

  • Authority of the Representative Any action by the Underwriters hereunder may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters.

  • AUTHORITY OF PARTIES 5.1 Nothing in this Agreement will constitute or be deemed to constitute a partnership between the Parties, or constitute or be deemed to constitute the Parties as agents or employees of one another for any purpose or in any form whatsoever. 5.2 Neither Party shall be entitled to, or have the power or authority to: a) enter into an agreement in the name of the other; or b) give any warranty, representation or undertaking on the other's behalf; or c) create any liability against the other or bind the other’s credit in any way or for any purpose whatsoever.

  • Authority of the Asset Manager (a) Except as set forth in Section 2(e) below and in any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series #TICKER Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things: (i) purchase and maintain insurance coverage for the Series #TICKER Asset for the benefit of the Series; (ii) engage third party independent contractors for the care, custody, maintenance and management of the #TICKER Asset; (iii) develop standards for the care and transportation of the Series #TICKER Asset while in and outside of storage, as applicable; (iv) reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to the Series #TICKER Asset paid by the Asset Manager hereunder; (v) deliver invoices to the managing member of the Company for the payment of all fees and expenses incurred by the Series in connection with the maintenance and operation of the Series #TICKER Asset and ensure delivery of payments to third parties for any such services; and (vi) generally perform any other act necessary to carry out its obligations under this Agreement. (b) The Asset Manager shall have full responsibility for the maintenance of the Series #TICKER Asset and handling of inspections. (c) The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals. (d) The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine. (e) Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to: (i) acquire any asset or service for an amount equal to or greater than 1% of the value of the Series #TICKER Asset as of such date, individually, or 3% of the value of the Series #TICKER Asset as of such date, in the aggregate, without the prior consent of the managing member of the Series; or (ii) sell, transfer or convey the Series #TICKER Asset, provided, however, that the Asset Manager may deliver to the managing member of the Company any offers received by the Asset Manager to purchase the Series #TICKER Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series #TICKER Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.

  • General Authority of the Collateral Agent By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

  • Authority of Company The Company has all requisite authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!