Management by the Managing Member. Except as otherwise specifically set forth in this Agreement, the Managing Member shall be deemed to be a “manager” for purposes of applying the Delaware Act. Except as expressly provided in this Agreement or the Delaware Act, the day-to-day business and affairs of the Company and its Subsidiaries shall be managed, operated and controlled by the Managing Member in accordance with the terms of this Agreement and no other Members shall have management authority or rights over the Company or its Subsidiaries. The Managing Member is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purpose of the Company’s and its Subsidiaries’ business, and the actions of the Managing Member taken in accordance with such rights and powers, shall bind the Company (and no other Members shall have such right). Except as expressly provided in this Agreement, the Managing Member shall have all necessary powers to carry out the purposes, business, and objectives of the Company and its Subsidiaries. The Managing Member shall have the power and authority to delegate to one or more other Persons the Managing Member’s rights and powers to manage and control the business and affairs of the Company, including to delegate to agents and employees of a Member or the Company (including any officers or Subsidiary thereof), and to delegate by a management agreement or another agreement with, or otherwise to, other Persons. The Managing Member may authorize any Person (including any Member or officer of the Company) to enter into and perform any document on behalf of the Company or any Subsidiary.
Management by the Managing Member. Except as otherwise specifically set forth in this Agreement, the Managing Member shall be deemed to be a “manager” for purposes of applying the Michigan Act. Except as expressly provided in this Agreement or the Michigan Act, the day-to-day business and affairs of the Company and its Subsidiaries shall be managed, operated and controlled by the Managing Member in accordance with the terms of this Agreement and no other Members shall have management authority or rights over the Company or its Subsidiaries. The Managing Member is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purpose of the Company’s and its Subsidiaries’ business, and the actions of the Managing Member taken in accordance with such rights and powers, shall bind the Company (and no other Members shall have such right). Except as expressly provided in this Agreement, the Managing Member shall have all necessary powers to carry out the purposes, business, and objectives of the Company and its Subsidiaries. The Managing Member may delegate to Members, employees, officers or agents of the Company or any Subsidiary in its discretion the authority to sign agreements and other documents on behalf of the Company or any Subsidiary.
Management by the Managing Member. JHI shall be the Managing Member of the Company (the “Managing Member”). Subject to such matters which are expressly reserved hereunder to the Members for decision, the full, exclusive right, power and authority to manage the Company is vested in, and reserved to, the Managing Member and the business and affairs of the Company shall be managed by the Managing Member, which shall be responsible for policy setting, approving the overall direction of the Company, and making all decisions affecting the business and affairs of the Company. Subject to such matters which are expressly reserved hereunder to the Members for decision, all decisions to be made by or on behalf of the Company shall be made solely by the Managing Member, acting through its board of directors and officers.
Management by the Managing Member. Subject to Section 6.3, the management of the Company is fully reserved to the Managing Member, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company.
Management by the Managing Member. Except as otherwise specifically provided in this Agreement or the Act, the business, property and affairs of the Company and its Subsidiaries shall be managed, operated and controlled at the sole, absolute and exclusive direction of the Managing Member in accordance with the terms of this Agreement. No other Members shall have management authority or rights over, or any other ability to take part in the conduct or control of the business of, the Company or its Subsidiaries. The Managing Member is hereby designated as a “manager” within the meaning of Section 18-101(10) of the Act. The Managing Member is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purpose of the Company’s and its Subsidiaries’ business, and the actions of the Managing Member taken in accordance with such rights and powers shall bind the Company (and no other Member shall have such right). The Managing Member shall have all necessary powers to carry out the purposes, business and objectives of the Company. The Managing Member may delegate in its discretion the authority to sign agreements and other documents and take other actions on behalf of the Company to Members, employees, officers or agents of the Company or any Subsidiary.
Management by the Managing Member. (a) Except with respect to matters as to which the Members are required to vote by non-waivable provisions of the Delaware LLC Act or are otherwise entitled to vote pursuant to this Agreement and subject to Section 11.4, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member and (ii) the Managing Member may make or cause to be made all decisions and take or cause to be taken all actions for the Company.
(b) The Managing Member shall perform its obligations hereunder with reasonable care, using a degree of skill and attention not less than that which the Managing Member or its Affiliates would exercise (and in any event not less than the degree of care and skill exercised by other similar managers of recognized standing) with respect to comparable assets managed for itself and others having similar investment objectives and restrictions. The Managing Member agrees that its obligations hereunder shall be enforceable by the Company, the Lenders and any trustee or agent on behalf of the Lenders.
Management by the Managing Member. The overall management and control of the business and affairs of the Company shall be overseen by the Managing Member, in the form and manner described below. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the exclusive power and authority to take such action for and on behalf of the Company as the Managing Member shall from time to time deem necessary or appropriate to carry on the Company business and to carry out the purposes for which the Company was organized. The Managing Member shall in good faith use reasonable efforts to extend or renew the Existing Contracts (including leases) with the respective third party owners and shall cause the Existing Subsidiaries to use good faith efforts to extend or renew the Existing Subsidiary Contracts (including leases) with the respective third party owners, in each case upon the expiration thereof, shall in good faith use reasonable efforts to provide and promote the ancillary services provided by the Existing Subsidiaries which are not parties to hotel management contracts, and shall not allow or cause, directly or indirectly, IHC or any other affiliate of IHC (other than the Company) to become the Manager of the hotels currently managed under the Existing Contracts.
Management by the Managing Member. The overall management and control of the business and affairs of the Company shall be overseen by the Managing Member, in the form and manner described below. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the exclusive power and authority to take such action for and on behalf of the Company as the Managing Member shall from time to time deem necessary or appropriate to carry on the Company business and to carry out the purposes for which the Company was organized. The Managing Member shall in good faith use reasonable efforts to extend or renew the Existing Contracts with the respective third party owners and shall cause the Existing Subsidiaries to use good faith efforts to extend or renew the Existing Subsidiary Contracts with the respective third party owners, in each case upon the expiration thereof, and shall not allow or cause, directly or indirectly, Interstate Management or any other affiliate of Interstate Management (other than the Company) to become the Manager of the hotels currently managed under the Existing Contracts.
Management by the Managing Member. 7.1 Management by the Members. The Company shall be managed solely by the Managing Member. The Non-Managing Member shall have no voting or consent rights except to the extent required by law or provided for herein.
Management by the Managing Member. Subject in all instances to approval, disapproval, change, amendment or modification by the Board of Directors of the Managing Member, the management, policy and operation of the Company shall be vested in a Majority in Interest of the Profit Members, who shall perform all acts and enter into and perform all contracts and other undertakings which they deem necessary or advisable in their sole discretion to carry out any and all of the powers and purposes of the Company. Without limiting the foregoing general powers and duties, and except as is otherwise expressly set forth herein, a Majority in Interest of the Profit Members (subject to the power and authority of the Board of Directors of the Managing Member as aforesaid) is hereby authorized and empowered on behalf of the Company:
(a) to perform, or arrange for the performance of all management and administrative services necessary for the operations of the Company;
(b) to identify investment opportunities for the Company, negotiate and structure the terms of such Investments, and arrange additional financing needed to consummate such Investments and thereafter to deal with such Investments, and to restructure, amend, terminate, vote, or dispose of such Investments in all respect;
(c) except as otherwise provided in this Agreement, to invest the assets of the Company in the securities of any organization, domestic or foreign, without limitation as to kind and without limitation as to marketability of the securities, and pending such Investment and the disposition of the proceeds thereof, to invest the assets of the Company in Temporary Investments;
(d) to exercise all rights, powers, privileges and other incidents of ownership with respect to the Portfolio Securities, including, without limitation the voting of such Securities, the approval of a restructuring of an Investment, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings, and other similar matters;
(e) to sell, transfer, liquidate or otherwise terminate Investments made by the Company or by the Managing Member;
(f) to employ or consult brokers, accountants, attorneys, or specialists in any field of endeavor whatsoever ("Consultants"), including Consultants who may be Members;
(g) to deposit any funds of the Company in any money market fund or in any bank or trust company having capital in excess of $100,000,000 and to entrust to such bank or trust company any of the secu...
