Management; Authority of the Managing Member; Limitations on Authority Sample Clauses

Management; Authority of the Managing Member; Limitations on Authority. (a) Except as otherwise provided herein regarding Major Decisions, the Company shall be managed solely and exclusively by the Managing Member (the "Managing Member"). TRG LLC is hereby designated as the Managing Member. The Managing Member shall use its Best Efforts to carry out the purposes of the Company and shall have, in respect of its management of the Company, all of the powers of the Company and shall devote such time and attention to the Company as is reasonably necessary for the proper management of the Company and its properties; it being acknowledged however that the Managing Member shall not be required to devote its time exclusively to the operation of the Company. Except as otherwise provided herein regarding Major Decisions, all actions, decisions, determinations, designations, directions. appointments, consents, approvals, selections, and the like, to be taken, made, or given by and/or with respect to the Company, its business and property as well as management of all Company affairs, shall in each and every case be made by. and only by, the Managing Member, and all such actions, decisions, determinations, designations. directions, appointments, consents, approvals, selections, and the like shall be controlling and binding upon the Company and the Members. Accordingly, the Managing Member shall have the exclusive right, power, and authority, on behalf of the Company, subject only to the limitations set forth in this Agreement, including Section 5.1(c) hereof, and subject to carrying out the purposes of the Company, to negotiate, enter into, perform, amend, and take all actions in respect of any and all agreements, instruments, and documents; to acquire, assets of any nature; to borrow money, incur and repay debts and liabilities and obligations, issue evidences of indebtedness, and secure such indebtedness by granting mortgage(s), liens, or charges upon any property of the Company; to cause the Managing Member, in the event that it decides to contribute Required Funds to the capital of the Company pursuant to Section 3.2(c) hereof, to receive the Return thereon; to maintain and lease the Property, to enter into one or more leases, subleases, and similar related and ancillary documents in respect of the Property; to retain Third Parties on behalf of the Company including, without limitation, engineers, auditors, attorneys, consultants, and brokers; to maintain insurance; to obtain through contract or otherwise, goods and services; and to per...
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Related to Management; Authority of the Managing Member; Limitations on Authority

  • Authority of General Partner The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to:

  • Authority of the Manager The Manager for, and in the name and on behalf of the Company, is hereby authorized to:

  • Restrictions on Authority (a) Notwithstanding any other Section of this Agreement, the General Partner shall have no authority to perform any act in violation of any applicable law, Agency or other government regulations, the requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Regulations or requirements of any Lender, the terms of such Regulations or the requirements of such Lender, as the case may be, shall govern. Subject to the provisions of Section 6.2(b), the General Partner, acting in its capacity as General Partner, shall not have the authority, without the Consent of the Special Limited Partner:

  • Restrictions on General Partner’s Authority A. The General Partner may not take any action in contravention of this Agreement, including, without limitation:

  • Limitations on Authority (a) The authority of the Member over the conduct of the business affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

  • Authority of the Adviser The Adviser shall supervise and manage the investment portfolio of the Fund, and, subject to such policies as the Board of Directors of the Company may determine, direct the purchase and sale of investment securities in the day to day management of the Fund. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Company or the Fund in any way or otherwise be deemed an agent of the Company or the Fund. However, one or more shareholders, officers, directors or employees of the Adviser may serve as directors and/or officers of the Company, but without compensation or reimbursement of expenses for such services from the Company. Nothing herein contained shall be deemed to require the Company to take any action contrary to its Articles of Incorporation, as amended, restated or supplemented from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Directors of the Company of its responsibility for and control of the affairs of the Fund.

  • Authority of the Advisor (a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 7), and subject to the continuing and exclusive authority of the Directors over the management of the Company, the Board hereby delegates to the Advisor the authority to take those actions set forth in Section 3.

  • Authority of Manager (a) The Manager shall have the exclusive authority to manage the operations and affairs of the Company, shall have the power on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company, and shall have all authority, rights, and powers conferred by law and those required or appropriate for the management of the Company business.

  • Investment Management Authority In the event the Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the Manager, subject to the supervision of the Fund's Board of Directors, will provide a continuous investment program for the Series' portfolio and determine the composition of the assets of the Series' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Manager will provide the services under this Agreement in accordance with the Series' investment objective or objectives, policies, and restrictions as stated in the Fund's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore:

  • Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

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