Duties and Authority of Manager. Subject to the terms and conditions of this Agreement, on behalf of, and as agent of, the Owner:
Duties and Authority of Manager. (a) Subject to and consistent with the terms of this Agreement and the Operating Standards, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (i) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project, provided, however, that Manager shall not enter into any such contract or agreement without the approval of Owner if it obligates Owner for more than Twenty-Five Thousand Dollars ($25,000) or has a term, not cancelable upon not more than ninety (90) days’ notice without penalty, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (ii) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (iii) determine and implement all phases of advertising, promotion and publicity relating to the Project; (iv) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (v) determine and implement credit policies (including arrangements with credit card organizations); (vi) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (vii) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (viii) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, inc...
Duties and Authority of Manager. 7.2.1. The Manager shall have full, exclusive and complete discretion, power and authority, subject to the provisions of this Agreement, to manage, control, administer and operate the business and affairs of the Company, including the power to (i) acquire, lease, sell or trade real and personal property on behalf of the Company, (ii) borrow money for or otherwise incur obligations for the Company and execute and deliver notes and mortgages consenting to the confession of judgment against the Company, and (iii) make any expenditures necessary or appropriate in connection with the management of the affairs of the Company.
7.2.2. The Manager shall not do any act in contravention of this Agreement or possess Company property or assign rights in Company property other than for Company purposes. The Manager shall have no authority to create any note, mortgage, pledge or other obligation, or enter into any guarantee or suretyship agreement, which provides that any Member shall be personally liable for the payment of all or any part thereof, without the express written consent of each Member who will be held personally liable thereunder.
7.2.3. The Manager shall devote only as much time to the business and affairs of the Company as necessary for the proper performance of his or her duties.
7.2.4. The Manager shall perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of the Company and with the care that an ordinarily prudent person in a like position would use under similar circumstances.
7.2.5. The Manager shall have the authority to appoint Officers as he shall determine necessary and in the best interests of the Company. These Officers shall have such duties and powers as set forth in this Agreement or as reasonably determined by the Manager from time to time. Any number of offices may be held by the same person. Any Officer of the Company may resign at any time by giving written notice to the Manager. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, then upon receipt thereof. The acceptance of such resignation shall not be necessary to make it effective. The Manager may remove any officer with or without cause from office by written notice to such officer.
Duties and Authority of Manager. Manager's duty and authority shall consist of the following:
Duties and Authority of Manager. TP shall have all authority which may be necessary, desirable or appropriate in connection with the discharge of its duties hereunder, subject only to applicable limitations contained in the Joint Venture Agreement, the Ancillary Agreements and the provisions of Article 2 hereof. TP shall use its best efforts in the performance of its duties and shall discharge same and conduct the Company’s Business in a good, workmanlike and commercially reasonable manner and in accordance with sound business practices and the standard of diligence and care normally exercised by duly qualified persons in the performance of comparable work.
Duties and Authority of Manager. Subject to and consistent with the Operating Standards, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (a) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project; (b) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (c) determine and implement all phases of advertising, promotion and publicity relating to the Project; (d) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (e) determine and implement credit policies (including arrangements with credit card organizations); (f) subject to the requirements of any Mortgage or the Bond Documents, receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (g) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (h) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of insurance claims; and (i) manage and direct generally all activities
Duties and Authority of Manager. All Properties
(a) Manager shall (i) secure, as full as practicable, the compliance by Tenants with the terms, covenants and conditions of their respective leases; (ii) keep all Tenants informed of all rules and regulations governing use and occupation; and (iii) promptly consider and service requests of Tenants. Systematic records shall be maintained with respect to each Tenant request showing the action taken. Complaints of a serious nature shall, after investigation, be reported to Owner with all relevant details and appropriate recommendations.
(b) Manager shall compute, bill Tenants for, and collect fxxx Tenants all minimum rents, additional rents, and percentage rents. Manager may, with Owner's prior written approval, retain counsel satisfactory to Owner and institute legal actions or other proceedings for the collection of rents due from Tenants or for eviction of Tenants.
(c) Manager shall establish and maintain in the name of Owner (or its designee) one or more separate insured interest bearing accounts for each Property in which Manager shall deposit all rent and other payments received from Tenants (each such account, a "Project Account"). Interest on all such accounts shall accrue to Owner and all funds on deposit in such accounts shall at all times be and remain the property of Owner and shall be segregated from the funds of Manager. Owner shall establish and maintain a disbursement account with a bank designated by Manager into which Owner shall deposit funds sufficient to pay authorized expenses and the management fees hereunder (the "Disbursement Account").
(d) Upon the execution hereof, Manager and Owner shall agree upon an initial amount to fund the Disbursement Account. Manager shall be authorized to issue checks upon the Disbursement Account to pay all obligations and expenditures incurred by Manager for an on account of Owner in connection with the with the management and operation of each Property and to pay the management fee due to Manager pursuant to Section 5(e). All disbursements of funds made by Manager with respect to any Property or the management thereof shall be made by a check drawn on the Disbursement Account, and Manager shall maintain appropriate records and accounting procedures to substantiate such disbursements.
(e) Manager shall deposit all security deposits in a separate interest bearing account for each Property if required by law or by the terms of a space lease, with accrued interest to be paid to Owner unless ot...
Duties and Authority of Manager. CMG shall have all authority which may be necessary, desirable or appropriate in connection with the discharge of CMG’s duties hereunder, subject only to applicable limitations contained in the Shareholders Joint Venture Agreement and the Ancillary Agreements, and the provisions of Article 2 hereof. CMG shall use its best efforts in the performance of its duties and shall discharge same and conduct the Corporation’s Business in a good, workmanlike and commercially reasonable manner and in accordance with sound business practices and the standard of diligence and care normally exercised by duly qualified persons in the performance of comparable work.
Duties and Authority of Manager. Fibrobeton shall have all authority which may be necessary, desirable or appropriate in connection with the discharge of Fibrobeton’s duties hereunder, subject only to applicable limitations contained in the Shareholders Joint Venture Agreement and the Ancillary Agreements, and the provisions of Article 2 hereof. Fibrobeton shall use its best efforts in the performance of its duties and shall discharge same and conduct the Corporation’s Business in a good, workmanlike and commercially reasonable manner and in accordance with sound business practices and the standard of diligence and care normally exercised by duly qualified persons in the performance of comparable work in the Territory.
Duties and Authority of Manager. Multiple Tenant Properties. It shall be the duty and responsibility of the Manager, in addition to the duties and responsibilities set forth in Section 2, to use its best efforts to provide the following services for the Multiple Tenant Properties:
(a) Procure tenants for the vacant, rentable commercial space, if any, all of which shall be accomplished in accordance with leasing guidelines contained in the Annual Budget (the "Leasing Guidelines"). In order to promote such authorized leasing, Manager may, in accordance with the Annual Budget, place newspaper advertising, post rental signs, prepare circulars and use any other customary forms of real estate advertisements. All proposed leases, the payment of any brokerage commission to a third party, and any material modification, cancellation, renewal or extension of an existing lease, shall require the prior written approval and signature of Owner. Manager shall not be authorized to sign any leases or any material modification, cancellation, renewal or extension of an existing lease.
(b) If instructed by Owner, pay from the Disbursement Account, when due, all taxes, assessments and other levies, and deliver to Owner proof of payment no later than 30 days after the due date thereof.
(c) Cause the buildings, appurtenances and grounds of the Multiple Tenant Properties to be maintained, repaired, replaced, remodeled and refurbished at Owner's expense, in accordance with good business standards, including, but not limited to, interior and exterior cleaning, painting, decorating, landscaping, plumbing, alterations, steam fitting, carpentry, and such other normal maintenance, preventive maintenance and repair work, including, but not limited to, structural repair work, as may be necessary; provided, however, that all such repairs, replacements, alterations and improvements shall be within the limits set forth in the approved Annual Budget.
(d) Negotiate, on behalf of Owner, contracts for water, electricity, gas, steam, oil, telephone, rubbish removal, vermin extermination, and other necessary services ad such additional contracts as Manager shall deem advisable; provided, however, that Manager may not execute such contracts on behalf of Owner without Owner's approval unless (i) the anticipated expense does not exceed the amount referred to in the approved Annual Budget and (ii) such contract shall be terminable on not more than 30 days notice by Owner or Manager.
(e) On the basis of the Annual Budget and operating...
