Delegation of Authority and Duties. (a) Any person dealing with the Company may rely upon the authority of the Member, in its capacity as sole Member in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.
(b) Unless authorized to do so by this Agreement or the Member, in its capacity as sole Member, no agent or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose.
Delegation of Authority and Duties. (a) The Board of Directors may, from time to time as it deems advisable, appoint and elect (as well as remove or replace at any time with or without cause for any reason) (i) a Chief Executive Officer, (ii) a Chief Financial Officer, (iii) a Secretary and (iv) such other officer positions assigned to individuals (collectively, the “Officers”). Each Officer shall be a natural person. Any two or more offices may be held by the same person. If so appointed by the Board of Directors, the Officers shall have the authority and duties as may from time to time be assigned to them.
(b) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Members by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriate. Any delegation pursuant to this Section 4.4(b) may be revoked at any time by the Board of Directors with or without cause for any reason.
(c) Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 is one commonly used for officers of a business corporation formed under the Xxxxxxxx Islands Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.4. Any delegation or restriction pursuant to this Section 4.4(c) may be revoked at any time by the Board of Directors, with or without cause for any reason; provided, that the Board of Directors will not be entitled to revoke any restriction relating to the residence of any person as set out in this Section 4.4.
(d) Unless authorized to do so by this Agreement or by the Board of Directors, no Director, Officer, agent or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose. However, the Company may act by an attorney in fact authorized by the Board of Directors.
Delegation of Authority and Duties. The Manager may, from time to time, delegate to one or more Persons (including any officer) such authority and duties as the Manager may deem advisable. The Manager also may assign titles to any Holder or other individual and may delegate to such Holder or other individual certain authority and duties. Any number of titles may be held by the same Holder or other individual. Any delegation pursuant to this Section 5.2 may be revoked at any time by the Manager.
Delegation of Authority and Duties. 1. The Managing Member shall have the authority and duties in the management of the Company as are normally associated with the chief executive officer of an entity. The Managing Member shall have the power to act, in the name and on behalf of the Company, to do all things reasonably necessary for the performance of the Company’s day-to-day operations.
2. The Managing Member may appoint and elect (as well as remove or replace with or without cause), as he deems necessary, Managing Directors, Vice Presidents, a Treasurer or Chief Financial Officer and a Secretary of the Company (collectively, but excluding the Chief Executive Officer and the President, the “Officers”). The compensation, if any, of the Officers shall be determined by the Managing Member.
3. The Officers shall perform such duties and may exercise such powers as may be assigned to them by the Managing Member.
4. Unless the Managing Member decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 6(b) is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 6(b). Any number of titles may be held by the same person. Any delegation pursuant to this Section 6(b) may be revoked at any time by the Managing Member.
5. Unless authorized to do so by the Managing Member, no Officer shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose.
Delegation of Authority and Duties. (a) The Board of Directors may, from time to time as it deems advisable, appoint and elect (as well as remove or replace at any time with or without cause for any reason) (i) a Chief Executive Officer, (ii) a Chief Financial Officer, (iii) a Secretary and (iv) such other officer positions assigned to individuals as it may elect (collectively, the "Officers"). Each Officer shall be a natural person who is not a resident of Canada for purposes of the Canadian Tax Act, and shall be authorized to, and shall, act in such capacity only outside of Canada. Any two or more offices may be held by the same person. If so appointed by the Board of Directors, the Officers shall have the authority and duties as may from time to time be assigned to them.
(b) In addition, the Board of Directors may, from time to time as it deems advisable, delegate to one or more natural persons (inclusive of any Director) such authority and duties as the Board of Directors is granted under this Agreement and not made subject to the approval of the Member by this Agreement, and the Board of Directors may assign in writing such titles to any such person as it deems appropriate. Any such person to whom such authority and duties are delegated by the Board of Directors shall not, during the time that such authority or duties are delegated, be a resident of Canada for purposes of the Canadian Tax Act and shall be authorized to, and shall, act in such capacity only outside of Canada. Any delegation pursuant to this Section 4.4(b) may be revoked at any time by the Board of Directors with or without cause for any reason.
(c) Unless the Board of Directors decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 4.4 is one commonly used for officers of a business corporation formed under the Xxxxxxxx Islands Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 4.4. Any delegation or restriction pursuant to this Section 4.4(c) may be revoked at any time by the Board of Directors, with or without cause for any reason, provided that the Board of Directors will not be entitled to revoke any restriction relating to the residence of any person as set out in this Section 4.4.
(d) Unless authorized to do so by this Agreement or ...
Delegation of Authority and Duties. (i) The Managing Member shall have the power to act, in the name and on behalf of the Company, to do all things reasonably necessary for the performance of the Company's day-to-day operations.
(ii) The Managing Member may appoint and elect (as well as remove or replace with or without cause), as it deems necessary, a President, Chief Executive Officer, Vice Presidents, a Treasurer or Chief Financial Officer and a Secretary of the Company (collectively the "Officers"). The compensation, if any, of the Officers shall be determined by the Managing Member. The following individuals shall be the Officers, and each of them is elected to serve in such capacity until his successor is chosen or qualified, or until his death, resignation or removal: Richard A. Bianco Presixxxx xxx Xxxxx Xxecutive Officer John Ferrara Vice-Presixxxx xxx Xxxef Financial Officer
(iii) Except as otherwise expressly provided in this Agreement, the Managing Member and the Officers shall each have complete and exclusive discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as they deem necessary or advisable to accomplish the purposes of the Company. To the extent permitted by law, the Managing Member and each Officer, individually, shall be authorized to act on behalf of and to bind the Company in all respects, without any further consent, vote or approval of the Members, and the powers of each of the Managing Member and each of the Officers shall include, without limitation, the authority to negotiate, complete, execute, acknowledge, deliver and perform any and all agreements, deeds, instruments, receipts, certificates and other documents on behalf of the Company, and to take all such other actions on behalf of the Company as the Managing Member or any Officer may consider necessary or advisable in connection with the management of the Company. For greater clarity, neither the Promote Member nor the Capital Member shall have any voting rights under this Agreement except to the extent expressly set forth herein and except to the extent that voting rights may not be waived by law.
(iv) The Members agree that all determinations, decisions and actions made or taken by the Managing Member, or any of the Officers, in accordance with this Agreement shall be conclusive and absolutely binding upon the Company, the Members and the Members' respective successors, assigns and pers...
Delegation of Authority and Duties. In managing the business and affairs of the Company and exercising its powers, the Members shall act (i) collectively by their respective Representatives through meetings and written consents pursuant to Section 7.6 and 7.7, (ii) through committees pursuant to Section 7.2.2; and (iii) through Representatives to whom authority and duties have been delegated pursuant to Section 7.2.3.
Delegation of Authority and Duties. The Managers may, from time to time, delegate to one or more Managers such authority and duties as the Managers may deem advisable. In addition, the Managers may assign titles (including President, Vice President, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer) to any such Manager. Unless the Managers decide otherwise, if the title is one commonly used for officers of a business corporation formed under the Louisiana Business Corporation Law, the assignment of such title shall constitute the delegation to such Manager of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made pursuant to the first sentence of this Section 3.12. Any number of titles may be held by the same Manager. Any delegation pursuant to this Section 3.12 may be revoked at any time by the vote of a majority of the Managers. Any Person dealing with the Company may rely on the authority of any such Manager in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.
Delegation of Authority and Duties. The management of the Company shall be vested exclusively in the Member. The Member, in its capacity as sole Member, may make all decisions and take all actions for the Company as in its sole discretion it shall deem necessary or appropriate to enable the Company to carry out the purposes for which the Company was formed including, without limitation, the following:
(a) Any person dealing with the Company may rely upon the authority of the Member, in its capacity as sole Member in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.
(b) Unless authorized to do so by this Agreement or the Member, in its capacity as sole Member, no agent or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose.
Delegation of Authority and Duties. The Board of Managers is authorized to delegate the authority and duties of any officer to any other officer and generally to control the action of the officers and to require the performance of duties in addition to those mentioned herein.
