Management and Authority Sample Clauses

Management and Authority. The business and affairs of the Company shall be managed by or under the direction of a Board of Managers (the “Board of Managers”). Except with respect to matters where the approval of the Member is expressly required pursuant to this Agreement, or by nonwaivable provisions of applicable law, the Board of Managers has, to the full extent permitted by the Delaware Act, sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers.

Management and Authority. Each Partner shall have an equal voice in the management of the Partnership and shall have authority to bind the Partnership in making contracts and incurring obligations in the name and on the credit of the firm. However, no Partner shall incur any obligations in the name or on the credit of the firm exceeding $ without the express written consent of the other Partner. Any obligation incurred in violation of this provision shall be charged to and collected from the individual Partner incurring the obligation.

Management and Authority. The business, affairs and operations of the Company shall be managed by its Member. Except as otherwise provided by applicable law and this Agreement, the Member shall have the sole, exclusive, full and complete right, authority, power and discretion to control, direct, manage and administer the business and affairs of the Company and to do all things necessary to carry on the business and purposes of the Company, including, without limitation, the right and power to appoint individuals to serve as officers of the Company and to delegate such authority to such officers.

Management and Authority. The business and affairs of the Company shall be managed by its Member. Except as otherwise provided by applicable law and this Agreement, the Member shall have sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including, without limitation, the right and power to appoint individuals to serve as officers of the Company (“Officers”) and to delegate authority to such Officers. The signature of any officer of the Member on any document purporting to bind the Company shall constitute exclusive evidence to third parties of the authority of such person to execute such document on behalf of the Company and so bind the Company.

Management and Authority. Pursuant to Section 18-402 of the Act, the business and affairs of the Company shall be managed by the Member, who shall have sole, exclusive, full, and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business, including, without limitation, the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers ("Officers") and to perform such acts or make such decisions as are expressly permitted under this Agreement. Any agreement, instrument, certificate, or other document shall be signed, executed, and delivered by the Officers or the Member in order to be binding on behalf of the Company, and such execution and delivery shall be conclusive evidence that it has been duly authorized and approved by the Member.

Management and Authority. The business and affairs of the Company shall be managed by its Manager. Except with respect to matters where the approval of the Members is expressly required pursuant to this Agreement, or by nonwaivable provisions of applicable law, the Manager have, to the full extent permitted by the Delaware Act, sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, including, without limitation, the right and power to appoint individuals to serve as officers of the Company and to delegate authority to such officers. The signature of any one or more officers of the Manager on any document or instrument purporting to bind the Company shall constitute conclusive evidence as to third parties of the authority of such person to execute such document or instrument on behalf of the Company and thereby so bind the Company.

Management and Authority. (a) The Company shall have up to eight (8) managers serving on a Board of Directors, each of which shall be referred to individually as a "DIRECTOR" and collectively as the "BOARD OF DIRECTORS" or the "BOARD." The number of Directors shall be fixed from time to time by action of the Board. A Director shall serve until any meeting of Members that may be called pursuant to Section 5.2 for the purpose of electing Directors or until its successor shall have been elected and qualified. (b) The property, business and affairs of the Company shall be managed by the Directors. Except where the Members' approval is expressly required by this Agreement or by the Act, the Directors shall have full authority, power and discretion to make all decisions with respect to the Company's business and to perform such other services and activities as set forth in this Agreement; provided, however, that except as otherwise provided in this Agreement, any determination of the Directors shall be made by a majority of the Directors. The Directors shall be agents of the Company for its business purposes and any Director may bind the Company in the ordinary course, provided that (i) the Directors shall have approved such action in accordance with this Agreement or the Act and (ii) the Person with whom such Director is dealing has no knowledge that the action has not been so approved. Unless otherwise expressly authorized by this Agreement or the Members as set forth herein, the act of a Director that is not apparently for carrying on the Company's business in the ordinary course shall not bind the Company. (c) If any action by the Company requires the approval of the Directors under this Agreement, such action shall require approval by a majority of the Directors. Except as otherwise expressly provided in this Agreement or the Act, the Members shall have no right to control or manage, nor shall they take any part in the control or management of, the property, business or affairs of the Company, but they may exercise the rights and powers of Members under this Agreement, including, without limitation, the right to approve certain matters as provided herein.

Management and Authority. 1) A Project Management Team ("PMT") shall be jointly established and will include the GVEPS, a senior staff representative of the Regional District and other major funding partners (i.e.: the federal government) under terms of reference approved by the Regional District Board and the GVEPS Board, to assess the vision, goals, and objectives of the Regional Growth Strategy with regard to the preparation of a Regional Economic Development Strategy, and make recommendations for the approval of the Regional District Board through its Regional Planning Committee, regarding the development of a Regional Economic Development Strategy. 2) The PMT will prepare all necessary project terms of reference, work plans, budgets, assessments, evaluations and reporting of information needed to develop, maintain and implement a Regional Economic Development Strategy.

Management and Authority. The Company shall be managed by the sole Member, who may act on behalf of the Company with or without a meeting and regardless of any financial interest the Member may have in such action. The Sole Member shall have the authority to do any of the following on behalf of Company: (a) Make, execute or deliver any general assignments for the benefit of creditors; (b) Dispose of the good will of Company; (c) Do any act which would make it impossible to carry on the business of Company; (d) Confess a judgment against Company; (e) Submit a claim or liability of Company for arbitration or reference; (f) Act on behalf of the Company with or without a meeting and regardless of any financial interest the Member may have in such action and all decisions concerning the business affairs of the Company shall be made by the Member. Subject to the Act, the Articles and this Agreement, the Member shall have authority to do every act consistent with the law. Actions by the Member shall bind the Company if such action is apparently carrying on in the usual way the business or affairs of the Company. The Member shall have all powers and duties as provided for by Kentucky law. No person shall have any duty or obligation to inquire into the authority or power of the Member regarding the Member’s actions on behalf of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for imposing liability on the Member for liabilities, debts and obligations of the Company solely for being the sole Member of the Company.

Management and Authority. Subject to the provisions of this Agreement, the General Partner shall have all right, power, authority, obligation, and responsibility vested in or assumed by a general partner of a limited partnership under the Delaware Act and as otherwise provided by law, including those necessary to make all decisions regarding the Business and to take the actions contemplated in Section 3.02, and, subject to Section 5.01, is hereby vested with absolute, exclusive and complete right, power, and authority to operate, manage, and control the affairs of the Partnership and carry out the Business. The General Partner may delegate the management, operation, and control of the Partnership to other Persons (including but not limited to agents, officers, and employees of the General Partner or the Partnership) to the fullest extent permitted by law, provided that any such delegation shall not relieve the General Partner of its obligations to the Limited Partners under this Agreement.