Authority of the Managers. Subject to the terms and conditions herein provided, during the period of this Agreement the Managers shall carry out the Management Services in respect of the Vessel as agents for and on behalf of the Owners. The Managers shall have authority to take such actions as they may from time to time in their absolute discretion consider to be necessary to enable them to perform the Management Services in accordance with sound ship management practice, including but not limited to compliance with all relevant rules and regulations.
Authority of the Managers. The Managers shall have all of the rights and powers of a manager in a Delaware limited liability company, except as otherwise provided herein.
Authority of the Managers. The Managers shall have all the power and authority to manage and direct the management of, the business and affairs of the Company both ordinary and extraordinary.
Authority of the Managers. The Managers of the Company shall have the power and authority to manage the business and affairs of the Company as set forth in Article III.
Authority of the Managers. (a) In addition to any other rights and powers which the Managers may possess under this Agreement and the Law, the Managers shall, except to the extent otherwise provided herein, have all specific rights and powers required or appropriate to its management of the Company business which, by way of illustration but not by way of limitation, may include the following rights and powers:
(i) to execute, in furtherance of any and all of the purposes of the Company, any and all agreements, contracts, documents, certifications, deeds, mortgages, deeds of trust, bills of sale and other instruments deemed by the Managers to be necessary or convenient in connection with the construction, development, maintenance and operation of the alcohol monitoring equipment and the business of the Company;
(ii) to protect and preserve the title and interest of the Company with respect to the assets of the Company, to collect all amounts due to the Company, and otherwise to enforce all rights of the Company, and in that connection to retain counsel and institute such suits or proceedings, in the name and on behalf of the Company, or, if the Managers shall so determine, in the name of the Members;
(iii) to the extent that funds of the Company are available, to pay all debts and obligations of the Company and to make all distributions periodically to the Members, out of the Company account and in accordance with the provisions of this Agreement;
(iv) to advance funds or to borrow funds on behalf of the Company for maintaining Company operations and to guarantee the repayment of such borrowed funds;
(v) to purchase, at the expense of the Company, liability and other insurance to protect the Company properties and business;
(vi) on behalf of the Company, to engage such firm of independent certified public accountants as is selected by the Managers;
(vii) to open and maintain Company accounts on behalf of the Company with any bank in the United States having assets in excess of $10,000,000 and to designate and change signatories on such accounts, provided that the funds of the Company may not be commingled with funds owned by or held on behalf of the Managers or any partnership or other entity in which they have an interest;
(viii) to invest such funds as are temporarily not required for investment in the business of the Company, including the Company’s working capital, in U.S. obligations and insured financial institutions; and
(ix) act as fiscal agent for the Company, maintaining bo...
Authority of the Managers. Subject to any provisions of this Agreement which require the consent or approval of one or more Members and any other limitations contained in this Agreement, the Company Manager shall have the exclusive power and authority to manage the business and affairs of the Company and to make all decisions with respect thereto and a Series Manager shall have the exclusive power and authority to manage the business and affairs of such Series and to make all decisions with respect thereto. Except as may be otherwise expressly provided in this Agreement, the Company Manager or applicable Series Manager, as the case may be, or other Persons designated by such Manager, shall be the only Persons authorized to execute documents which shall be binding on the Company or Series. Except as may be otherwise expressly provided in this Agreement, the Members shall not have the power to bind the Company or any Series. To the fullest extent permitted by Delaware law, but subject to any specific provisions hereof granting rights to Members and any other limitations contained in this Agreement, the Managers shall have the power to do any and all acts, statutory or otherwise, with respect to the Company or Series, as the case may be, or this Agreement, which would otherwise be possessed by the Members under the laws of the State of Delaware, and the Members shall have no power whatsoever with respect to the management of the business and affairs of the Company or any Series. Subject to any provisions of this Agreement which require the consent or approval of one or more Members and any other limitations contained in this Agreement (including Section 5.3), the power and authority granted to the Managers hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company or Series, as the case may be, and shall include the power to make all decisions with regard to the management, operations, assets, financing and capitalization of the Company or Series, as the case may be, and all other acts or activities necessary or desirable for the carrying out of the purposes of the Company or Series, as the case may be, including any and all actions that the Company or Series, as the case may be, may take pursuant to Section 2.6 of this Agreement.
Authority of the Managers. Subject to the limitations and restrictions set forth in the Act, the Articles and this Agreement (including, without limitation, those set forth in this Article 4), the Managers shall have the sole and exclusive right to manage the business of the Company and shall have all of the rights and powers which may be possessed by Managers under the Act and the Articles including, without limitation, the right and power, on behalf and in the name of the Company to:
a. Institute, prosecute, and complaint and defend in all courts in the Company's name;
b. Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in or with real or personal property or any interest in real or personal property, wherever situated;
Authority of the Managers. Subject to the terms of this Agreement including, without limitation, the provisions of this Section 5.5, and Sections 5.4, 5.6 and 5.10, the Managers shall have the complete and exclusive right, power and authority to manage and control all of the business, affairs, assets and Property and are authorized and empowered to represent and bind the Company, and enter into, execute and deliver any contracts, Agreements, instruments and documents on behalf of the Company and carry out and implement all of the purposes of the Company. If there is more than one Manager, the rights and powers of the Managers shall be exercised among them as they may agree among themselves, but in the absence of such an agreement or in the event of a deadlock or other task of decision pursuant to such agreement they shall be bound by the majority vote of the Managers then in office. Notwithstanding Section 5.1, in the event of a deadlock after giving effect to the preceding sentence, the decision in question shall be approved by the affirmative vote or written consent of the Members owning at least a majority of the total Membership Interests. If after the foregoing, there is still a deadlock, the Managers shall submit the decision to binding arbitration. Such arbitration shall have one (1) arbitrator and shall not exceed four (4) hours of time, each party having two (2) hours maximum to present their arguments to the arbitrator. The decision of the arbitrator shall be final and binding on the Managers and Members. In addition to the general management authority, each Manager shall have the following specific rights which may be conducted by each Manager (without the consent of, but with prior notice to, the other Manager) in performance of and in connection with their respective tasks and duties set forth in Section 5.4, subject to compliance with the other provisions of this Agreement. To operate, manage, supervise, control and conduct the Business and other affairs of the Company. To employ or engage and compensate Persons in addition to the Manager to manage or operate the Company business and to perform Company administrative services, accounting services, independent auditing services, legal services, and other services, whether discretionary or otherwise, for the benefit of the Company. To contract to buy, acquire, purchase, lease, sell, sell, exchange, grant any option on, or otherwise transfer or dispose of any Property or any portion thereof or any interest therein. To ope...
Authority of the Managers. (a) The Class A Manager shall have exclusive power and authority to vote or grant consents for any and all shares of PAHC and all direct or indirect proceeds thereof, including all other shares, membership and partnership interests, bonds, notes, and other securities and obligations from time to time owned by the Company.
(b) Except for powers specifically reserved for the Class A Manager, or to the extent otherwise provided herein, the Class B Managers shall have the exclusive power and authority to authorize and cause to be taken any action, in the name of and/or by or on behalf of the Company that the Class B Managers shall deem necessary or appropriate to carry on the business and affairs of the Company as provided under the Act.
(c) The Managers shall be the sole authorized agent of the Company for the purpose of the Company’s business and all authorized actions of the Managers shall bind the Company.
Authority of the Managers. Each Manager is an agent of the Company for the purpose of its business or affairs, and the act of any one Manager, including, but not limited to, the execution in the name of the Company, of any instrument, for the apparent purpose of carrying on in the usual way the business or affairs of the Company, binds the Company. Subject to any limitations expressly set forth in this Agreement and under the laws of the State of Delaware, including but not limited to the Act, the Managers shall have all specific rights and powers required for, and appropriate to, the management of the business of the Company given by this Agreement and the Act.
