Common use of Authority of Manager Clause in Contracts

Authority of Manager. Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of Section 5.2 and Section 5.6, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager and (ii) the Manager may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following: (i) entering into, making and performing contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder; (ii) maintaining the assets of the Company in good order; (iii) collecting sums due the Company; (iv) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (v) acquiring, utilizing for Company purposes and disposing of any assets of the Company; (vi) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (vii) hiring and employing executives, supervisors and other personnel; (viii) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (ix) borrowing money or otherwise committing the credit of the Company for its activities and voluntary prepayments or extensions of debt; (x) obtaining insurance for the Company; (xi) establishing reserves for commitments and obligations (contingent or otherwise) of the Company; (xii) determining Distributions of Company cash and other property as provided in Section 4.2; (xiii) establishing a seal for the Company; and (xiv) filing a petition under the federal bankruptcy laws or under any other receivership, insolvency or reorganization laws.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Boise White Paper Sales Corp.), Operating Agreement (Boise White Paper Sales Corp.), Operating Agreement (Boise White Paper Sales Corp.)

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Authority of Manager. Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of Section 5.2 and Section 5.6, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager and (ii) the Manager may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following: (i) entering into, making and performing contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder;; KL2-#2545914-v2-Boise_Paper_Holdings_L_L_C_ (ii) maintaining the assets of the Company in good order; (iii) collecting sums due the Company; (iii) collecting sums due the Company; (iv) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (v) acquiring, utilizing for Company purposes and disposing of any assets of the Company; (vi) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (vii) hiring and employing executives, supervisors and other personnel; (viii) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (ix) borrowing money or otherwise committing the credit of the Company for its activities and voluntary prepayments or extensions of debt; (x) obtaining insurance for the Company; (xi) establishing reserves for commitments and obligations (contingent or otherwise) of the Company; (xii) determining Distributions of Company cash and other property as provided in Section 4.2; (xiii) establishing a seal for the Company; and (xiv) filing a petition under the federal bankruptcy laws or under any other receivership, insolvency or reorganization laws.

Appears in 1 contract

Samples: Operating Agreement (Boise White Paper Sales Corp.)

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