Authority of Member. Subject to Section 3.04, the Member, acting in such capacity, shall have the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures, debts, liabilities or obligations on behalf of the Company.
Authority of Member. The Members are the agent of the Company and have authority to bind the Company on all matters. The authority of the Members include, without limitation, the authority to: (a) sell, lease, exchange, mortgage, pledge, or otherwise transfer or dispose of all or substantially all of the property or assets of the Company; (b) merge the Company with any other entity; (c) amend the articles of organization of the Company or this agreement; (e) change the nature of the business of the Company; or (f) commence a voluntary bankruptcy case for the Company.
Authority of Member. The Member shall have authority to bind or take any action on behalf of or in the name of the Company, or enter into any commitment or obligation binding upon the Company. Notwithstanding anything to the contrary in this Agreement, without first obtaining the consent of the Member, the Company shall not and the Board shall not authorize the Company to:
(i) sell all or substantially all of the assets of the Company;
(ii) merge, combine or consolidate the Company with or into any other corporation, partnership, limited liability company or other entity;
(iii) dissolve, liquidate and/or terminate the Company;
(iv) take any action in contravention of this Agreement;
(v) admit any additional member;
(vi) institute a case or other proceeding under any section or chapter of the Federal Bankruptcy Code as it may be hereafter amended or supplemented; or
(vii) take any action or fail to take any action that the Member, by written notice to the Board from time to time, directs that the Company may not take or fail to take without the Member’s prior consent.
Authority of Member. Member has the full corporate power and authority to carry on its business as now being conducted, and the authority to execute, deliver and perform this Agreement and to carry out its obligations hereunder and otherwise to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Member and no other corporate proceedings on the part of Member are necessary to authorize this Agreement or to consummate and perform the transactions contemplated hereby. This Agreement is a legal, valid and binding obligation of Member, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, reorganization, insolvency or similar laws and subject to general principles of equity.
Authority of Member. Subject to Section 3.4, the Member, acting in such capacity, shall have the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures, debts, liabilities or obligations on behalf of the Company. The Company, and the Member, or any Manager on behalf of the Company, may enter into and perform the Basic Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member or Manager or other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of the Member or any Manager to enter into other agreements on behalf of the Company.
Authority of Member. 8 SECTION 2.7
Authority of Member in Charge In case the consultant is, or consists of, a joint venture/ consortium/ association of more than one entity, the Members authorise the entity specified in the SCC to act for and on behalf of the Members in exercising all the consultant’s rights and obligations towards the procuring entity under this Contract, including without limitation the receiving of instructions and payments from the procuring entity.
Authority of Member. Each Member will have full power and authority to represent the Participating Group which appointed the Member in all matters within the powers of the Management Committee and all acts done by the Member under this authority will be deemed to be the act of the Participating Group which appointed the Member.
Authority of Member. Such Member has the right, power and authority to enter into this Agreement and the Ancillary Agreements to which such Member is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Agreement to which such Member is a party hereto will be, duly and validly executed and delivered by such Member, and this Agreement and such Ancillary Agreements are and shall constitute the legal, valid and binding obligations of such Member enforceable against such Member in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.
Authority of Member. Manager to Vary Allocations to Preserve and Protect Member's Intent.
(a) It is the intent of the Members that each Member's distributive share of income, gain, loss, deduction, or credit (or item thereof) shall be determined and allocated in accordance with this Article XII to the fullest extent permitted by Section 704(b) of the Code. In order to preserve and protect the determinations and allocations provided for in this Article XII, the Member-Manager hereby are authorized and directed to allocate income, gain, loss, deduction, or credit (or item thereof) arising in any year differently than otherwise provided for in this Article XII to the extent that allocating income, gain, loss, deduction or credit (or item thereof) in the manner provided for in Article XII would cause the determinations and allocations of each Member's distributive share of income, gain, loss, deduction, or credit (or item thereof) not to be permitted by Section 704 (b) of the Code and Treasury Regulations promulgated thereunder. Any allocation made pursuant to this Section 12.13 shall be deemed to be a complete substitute for any allocation otherwise provided for in this Article XII and no amendment of this Agreement or approval of any Member shall be required.
(b) In making any allocation (the "new allocation") under Section 12.13(a), the Member-Manager is authorized to act only after having been advised by the Accountants that, under Section 704(b) of the Code and the Treasury Regulations thereunder, (i) the new allocation is necessary, and (ii) the new allocation is the minimum modification of the allocations otherwise provided for in this Article XII necessary in order to assure that, either in the then current year or in any preceding year, each Member's distributive share of income, gain, loss, deduction, or credit (or item thereof) is determined and allocated in accordance with this Article XII to the fullest extent permitted by Section 704(b) of the Code and the Treasury Regulations thereunder.
(c) If the Member-Manager is required by Section 12.13(a) to make any new allocation in a manner less favorable to any Member than is otherwise provided for in this Article XII, then the Member-Manager are authorized and directed, only after having been advised by the Accountants that it is permitted by Section 704(b) of the Code, to allocate income, gain, loss, deduction, or credit (or item thereof) arising in later years in such manner so as to bring the allocations of income, gai...
