General Authority and Powers of Managers Sample Clauses

General Authority and Powers of Managers. Except as set forth in those provisions of this Agreement that specifically require the vote, consent, approval or ratification of the Members, the Managers shall have complete authority and exclusive control over the management of the business and affairs of the Company. No Member has the actual or apparent authority to cause the Company to become bound in any contract, agreement or obligation, and no Member shall take any action purporting to be on behalf of the Company. No Manager shall cause the Company to become bound to any contract, agreement or obligation, and no Manager shall take any other action on behalf of the Company, unless such matter has received the vote, consent, approval or ratification as required pursuant to this Agreement with respect to such matter or except as provided in Section 5.2 below with respect to the authority and actions of HHBF. It is acknowledged that all decisions relating to the Hospital and medical staff bylaws and physician credentialling matters shall be handled in accordance with Section 11.1(g). Except as provided in this Agreement, decisions and actions to be taken by the Managers shall be deemed to have been made only upon the affirmative approval or consent of HHBF and the Investor Manager. In the event a decision, approval or consent is requested of the Investor Manager by HHBF, it shall be deemed to have been affirmatively made if the Investor Manager fails to respond to any such written request therefor within five (5) days of notice thereof by HHBF, provided however, once the Hospital has opened for business and regularly conducts such business the five (5) day period shall be extended to ten (10) days. Notwithstanding anything in this Agreement to the contrary, all decisions and actions to be made by the Managers with respect to any loan, lease or other similar financing of the development, construction or operation of the Hospital or the Company's affairs, including without limitation the decisions with respect to incurring any indebtedness or the refinancing thereof, shall be made by HHBF and shall be subject to the consent of the Investor Manager, which consent shall not be unreasonably withheld; provided, the application of the Company's funds toward the repayment of all or a portion of any financing of the Company in excess of amounts then required to be paid (i.e., voluntary prepayments) shall be made only with the consent of HHBF and the Investor Manager. The following material decisions shall be m...
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General Authority and Powers of Managers. Except as set forth in those provisions of this Agreement that specifically require the vote, consent, approval or ratification of the Members, the Managers shall have complete authority and exclusive control
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General Authority and Powers of Managers. (a) The parties hereto acknowledge that under the applicable provisions of the North Carolina Limited Liability Company Act, the Company may be either “member-managed” or “manager-managed” The parties hereto desire that the Company be “member-managed” under such provisions. Accordingly, all Members by virtue of their status as such shall be managers of the Company, and except as otherwise provided herein, any management or similar decisions affecting the Company or its assets or affairs shall require the consent of Members holding more than 50% of the Percentage Interests. The parties hereby acknowledge that, in the event they shall hereafter designate managers such that the Company shall be “manager-managed,” this Agreement shall be amended to specify in more detail the rights, obligations and authority of the managers so designated. Prior to any such designation, references to “Manager” or “Managers” in this Agreement shall also mean “Member” or “Members,” respectively, and such terms may be used interchangeably.
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General Authority and Powers of Managers. EXCEPT AS SET FORTH IN THOSE PROVISIONS OF THIS AGREEMENT THAT SPECIFICALLY REQUIRE THE VOTE, CONSENT, APPROVAL OR RATIFICATION OF THE MEMBERS, THE MANAGERS SHALL HAVE COMPLETE AUTHORITY AND EXCLUSIVE CONTROL OVER THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE COMPANY. NO MEMBER HAS THE ACTUAL OR APPARENT AUTHORITY TO CAUSE THE COMPANY TO BECOME BOUND IN ANY CONTRACT, AGREEMENT OR OBLIGATION, AND NO MEMBER SHALL TAKE ANY ACTION PURPORTING TO BE ON BEHALF OF THE COMPANY. NO MANAGER SHALL CAUSE THE COMPANY TO BECOME BOUND TO ANY CONTRACT, AGREEMENT OR OBLIGATION, AND NO MANAGER SHALL TAKE ANY OTHER ACTION ON BEHALF OF THE COMPANY, UNLESS SUCH MATTER HAS RECEIVED THE VOTE, CONSENT, APPROVAL OR RATIFICATION AS REQUIRED PURSUANT TO THIS AGREEMENT WITH RESPECT TO SUCH MATTER OR EXCEPT AS PROVIDED IN SECTION 5.2 BELOW WITH RESPECT TO THE AUTHORITY AND ACTIONS OF HHBF. IT IS ACKNOWLEDGED THAT ALL DECISIONS RELATING TO THE HOSPITAL AND MEDICAL STAFF BYLAWS AND PHYSICIAN CREDENTIALLING MATTERS SHALL BE HANDLED IN ACCORDANCE WITH SECTION 11.1(G). EXCEPT AS PROVIDED IN THIS AGREEMENT, DECISIONS AND ACTIONS TO BE TAKEN BY THE MANAGERS SHALL BE DEEMED TO HAVE BEEN MADE ONLY UPON THE AFFIRMATIVE APPROVAL OR CONSENT OF HHBF AND THE INVESTOR MANAGER. IN THE EVENT A DECISION, APPROVAL OR CONSENT IS REQUESTED OF THE INVESTOR MANAGER BY HHBF, IT SHALL BE DEEMED TO HAVE BEEN AFFIRMATIVELY MADE IF THE INVESTOR MANAGER FAILS TO RESPOND TO ANY SUCH WRITTEN REQUEST THEREFOR WITHIN FIVE (5) DAYS OF NOTICE THEREOF BY HHBF, PROVIDED HOWEVER, ONCE THE HOSPITAL HAS OPENED FOR BUSINESS AND REGULARLY CONDUCTS SUCH BUSINESS THE FIVE (5) DAY PERIOD SHALL BE EXTENDED TO TEN (10) DAYS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ALL DECISIONS AND ACTIONS TO BE MADE BY THE MANAGERS WITH RESPECT TO ANY LOAN, LEASE OR OTHER SIMILAR FINANCING OF THE DEVELOPMENT, CONSTRUCTION OR OPERATION OF THE HOSPITAL OR THE COMPANY'S AFFAIRS, INCLUDING WITHOUT LIMITATION THE DECISIONS WITH RESPECT TO INCURRING ANY INDEBTEDNESS OR THE REFINANCING THEREOF, SHALL BE MADE BY HHBF AND SHALL BE SUBJECT TO THE CONSENT OF THE INVESTOR MANAGER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD; PROVIDED, THE APPLICATION OF THE COMPANY'S FUNDS TOWARD THE REPAYMENT OF ALL OR A PORTION OF ANY FINANCING OF THE COMPANY IN EXCESS OF AMOUNTS THEN REQUIRED TO BE PAID (I.E., VOLUNTARY PREPAYMENTS) SHALL BE MADE ONLY WITH THE CONSENT OF HHBF AND THE INVESTOR MANAGER. THE FOLLOWING MATERIAL DECISIONS SHALL BE M...
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General Authority and Powers of Managers. Except as provided in Section 11.7 and elsewhere in the Agreement, the Managers shall have the exclusive right and power to manage, operate, and control the Company and to do all things and make all decisions necessary or appropriate to carry on the business and affairs of the Company. All decisions required to be made by the Managers shall require the approval of all Managers, except as the Managers shall otherwise agree. In the event the Managers shall be unable to agree upon any matter described in this Section 11.1, then the Managers shall provide written notice of the proposed action to all Members, and the decision of Members holding a majority of the Percentage Interests in the Company shall be binding upon the Managers. The authority of the Managers shall include, but shall not be limited to, the following:
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General Authority and Powers of Managers. Except as provided in Section 11.7 and elsewhere in the Agreement, the Managers shall have the exclusive right and power to manage, operate, and control the Company and to do all things and make all decisions necessary or appropriate to carry on the business and affairs of the Company. All decisions required to be made by the Managers shall require the approval of all Managers, except as the Managers shall otherwise agree. In the event the Managers shall be unable to agree upon any matter described in this Section 11.1, then the Managers shall provide written notice of the proposed action to all Members, and the decision of Members holding a majority of the Percentage Interests in the Company shall be binding upon the Managers. The authority of the Managers shall include, but shall not be limited to, the following: (a) To spend the capital and revenues of the Company; (b) To manage, sell, develop, improve, operate, and dispose of any Company properties and assets, including to act on behalf of the Company with respect to any partnership or joint venture in which the Company participates; (c) To employ persons, firms, and/or corporations for the operation and management of the Company's business and for the operation and development of the properties and assets of the Company, including, but not limited to, sales agents, management agents, architects, engineers, contractors, attorneys, and accountants; (d) To acquire, lease, and sell personal and/or real property, hire and fire employees, and to do all other acts necessary, appropriate, or helpful for the operation of the Company business; (e) To execute, acknowledge, and deliver any and all instruments to effectuate any of the foregoing powers and any other powers granted the Managers under the laws of the state of Washington or other provisions of this Agreement; (f) To enter into and to execute agreements for employment or services, as well as any other agreements and all other instruments the Managers deem necessary or appropriate to operate the Company's business and to operate and dispose of Company properties and assets or to effectively and properly perform its duties or exercise its powers hereunder; (g) To borrow money on a secured or unsecured basis from individuals, banks, and other lending institutions to finance its Subsidiaries in the construction of a Project or refinance Company assets, to meet other Company obligations, provide Company working capital and for any other Company purpose, and...
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Related to General Authority and Powers of Managers

  • Authority and Power All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral Portfolio.

  • AUTHORITY AND PARTIES In accordance with the National Aeronautics and Space Act (51 U.S.C. § 20113), this Agreement is entered into by the National Aeronautics and Space Administration, located at 000 X Xxxxxx XX, Xxxxxxxxxx, XX 00000 (hereinafter referred to as "NASA") and Xxxxxx Space Systems, Inc., located at 0000 Xxxxxxxx Xx., Xxxxxx, XX 00000 (hereinafter referred to as "Partner" or "Xxxxxx"). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties."

  • Authorization and Power Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

  • Authority and Authorization Each of the Consultants has full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by the Consultants hereunder constitutes a valid and binding obligation of the Consultants and performance hereunder will not violate any other agreement to which any of the Consultants is a party.

  • General Authority 17 Section 6.02.

  • Authority and Consents Seller has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and no approvals or consents of any governmental authorities or persons other than Seller are necessary in connection with it. The execution and delivery of this Agreement by Seller has been duly authorized by all necessary corporate action on the part of Seller.

  • Appointment Authority and Duties of Agent 13.1.1. Each Lender hereby irrevocably appoints and designates BofA as Agent to act as herein specified. Agent may, and each Lender by becoming a party to this Agreement shall be deemed irrevocably to have authorized Agent to, enter into all Loan Documents to which Agent is or is intended to be a party and all amendments hereto and all Security Documents at any time executed by any Obligor, for its benefit and the Pro Rata benefit of Lenders and, except as otherwise provided in this Section 13, to exercise such rights and powers under this Agreement and the other Loan Documents as are specifically delegated to Agent by the terms hereof and thereof, together with such other rights and powers as are reasonably incidental thereto. Each Lender agrees that any action taken by Agent or the Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by Agent or the Required Lenders of any of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with this Agreement and the other Loan Documents; (b) execute and deliver, as Agent, each Loan Document (including each Lien Waiver and Subordination Agreement) and accept delivery of each such agreement by any Obligor or any other Person; (c) act as collateral agent for Secured Parties for purposes of the perfection of all security interests and Liens created by this Agreement or the Security Documents and, subject to the direction of the Required Lenders, for all other purposes stated therein, provided that Agent hereby appoints, authorizes and directs each Lender to act as a collateral sub-agent for Agent and the other Lenders for purposes of the perfection of all security interests and Liens with respect to an Obligor’s Deposit Accounts maintained with, and all cash and Cash Equivalents held by, such Lender; (d) subject to the direction of the Required Lenders, manage, supervise or otherwise deal with the Collateral; and (e) except as may be otherwise specifically restricted by the terms of this Agreement and subject to the direction of the Required Lenders, exercise all remedies given to Agent with respect to any of the Collateral under the Loan Documents relating thereto, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship with any Lender (or any Lender’s participants). Unless and until its authority to do so is revoked in writing by Required Lenders, Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory (basing such determination in each case upon the meanings given to such terms in Section 1), or whether to impose or release any reserve, and to exercise its own Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from any liability to Lenders or any other Person for any errors in judgment. 13.1.2. Agent (which term, as used in this sentence, shall include reference to Agent’s officers, directors, employees, attorneys, agents and Affiliates and to the officers, directors, employees, attorneys and agents of Agent’s Affiliates) shall not: (a) have any duties or responsibilities except those expressly set forth in this Agreement and the other Loan Documents or (b) be required to take, initiate or conduct any Enforcement Action (including any litigation, foreclosure or collection proceedings hereunder or under any of the other Loan Documents) except to the extent directed to do so in writing by the Required Lenders during the continuance of any Event of Default. The conferral upon Agent of any right hereunder shall not imply a duty on Agent’s part to exercise any such right unless instructed to do so by the Required Lenders in accordance with this Agreement. 13.1.3. Agent may perform any of its duties by or through its agents and employees and may employ one or more Agent Professionals and shall not be responsible for the negligence or misconduct of any such Agent Professionals selected by it with reasonable care. Obligors shall promptly (and in any event, on demand) reimburse Agent for all reasonable out-of-pocket expenses (including all Extraordinary Expenses) incurred by Agent pursuant to any of the provisions hereof or of any of the other Loan Documents or in the execution of any of Agent’s duties hereby or thereby created or in the exercise of any right or power herein or therein imposed or conferred upon it or Lenders (excluding, however, general overhead and other in-house expenses, except as expressly permitted hereunder), and each Lender agrees promptly to pay to Agent, on demand, such Lender’s Pro Rata share of any such reimbursement for expenses (including Extraordinary Expenses) that is not timely made by Obligors to Agent. 13.1.4. The rights, remedies, powers and privileges conferred upon Agent hereunder and under the other Loan Documents may be exercised by Agent without the necessity of the joinder of any other parties unless otherwise required by Applicable Law. If Agent shall request instructions from the Required Lenders with respect to any act or action (including the failure to act) in connection with this Agreement or any of the other Loan Documents, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting hereunder or under any of the Loan Documents pursuant to or in accordance with the instructions of the Required Lenders except for Agent’s own gross negligence or willful misconduct in connection with any action taken by it. Notwithstanding anything to the contrary contained in this Agreement, Agent shall not be required to take any action that is in its opinion contrary to Applicable Law or the terms of any of the Loan Documents or that would in its reasonable opinion subject it or any of its officers, employees or directors to personal liability. 13.1.5. Agent shall promptly, upon receipt thereof, forward to each Lender (i) copies of any significant written notices, reports, certificates and other information received by Agent from any Obligor (but only if and to the extent such Obligor is not required by the terms of the Loan Documents to supply such information directly to Lenders) and (ii) copies of the results of any field audits or other examinations made or prepared by or on behalf of Agent with respect to Obligors or the Collateral (each, a “Report” and collectively, “Reports”).

  • Organization, Authority and Qualification of the Company (a) The Company is a corporation duly organized and validly existing, and, if it had filed audited financial statements for 2004, 2005 and 2006, it would be in good standing under the Laws of the jurisdiction of its incorporation and has all necessary power and authority to enter into this Agreement and the Stockholder Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except jurisdictions in which the failure to be licensed or qualified would not, individually or in the aggregate, have a material adverse effect on the Company and the Subsidiaries taken as a whole. The execution and delivery of this Agreement and the Stockholder Agreement by the Company, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and upon its execution and delivery at the Closing, the Stockholder Agreement will have been, duly executed and delivered by the Company, and (assuming due authorization, execution and delivery by the Investor) this Agreement constitutes, and upon its execution the Stockholder Agreement will constitute, legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity) or any applicable conservatorship or receivership provisions of the FDIA (“FDIA Limitations”). (b) The Company has not taken any action that in any material respect conflicts with, constitutes a default under or results in a violation of any provision of its Articles of Incorporation or Bylaws (or similar organizational documents). True and complete copies of the Articles of Incorporation and Bylaws of the Company, each as in effect on the date hereof, have been delivered by the Company to the Investor.

  • Authority and Approval (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under the Notes and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrowers shall have no rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

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