Management of Company Business. The Company is a manager-managed limited liability company. The management and control of the Company and its business and affairs will be vested exclusively in the Manager of the Company (the “Manager”). The Manager must be a Member. The initial Manager of the Company shall be Xxxxxx Xxxxx. The Manager will have all the rights and powers that may be possessed by a manager in a manager-managed limited liability company pursuant to the LLC Act and such rights and powers as are otherwise conferred by law or are necessary, advisable, or convenient to the discharge of the Manager’s duties under this Agreement and to the management of the Business and affairs of the Company. Without limiting the generality of the foregoing, but subject to the limitations of Section 4.2, the Manager will have the following rights and powers (which he may exercise at the cost, expense, and risk of the Company):
(a) to expend the funds of the Company in furtherance of the Company’s Business;
(b) to perform all acts necessary to manage and operate the Company’s Business and properties, including engaging any person or persons that the Manager deems advisable for such purposes;
(c) to execute, deliver, and perform on behalf of and in the name of the Company any and all agreements and documents deemed necessary or desirable by the Manager to carry out the Business of the Company, including any lease, deed, easement, bill of sale, mortgage, trust deed, security agreement, contract of sale, or other document conveying, leasing, or granting a security interest in the assets of the Company, or any part of its assets, whether held in the Company’s name, the Manager’s name, or otherwise, and no other signature or signatures will be required; and
(d) to borrow or raise money on behalf of the Company in the Company’s name or in the name of the Manager for the benefit of the Company and, from time to time, to draw, make, accept, endorse, execute, and issue promissory notes, drafts, checks, and other negotiable or nonnegotiable instruments and evidences of indebtedness, and to secure the payment of indebtedness by mortgage, security agreement, pledge, or conveyance or assignment in trust of the whole or any part of the assets of the Company, including contract rights.
Management of Company Business. 5.1.1 Subject to the delegation of rights and powers provided for in this Agreement, the exclusive authority to manage, control and operate the Company shall be vested collectively in the individuals appointed by the Members to the Board of the Company (the “Board,” and the individual members thereof, the “Directors”) in accordance with this Agreement. All powers of the Company shall be exercised by or under the authority of the Board. Except as specifically provided in this Agreement, the Board, acting in accordance with the provisions of this Agreement, shall have the full and exclusive right, power and authority to manage the affairs of the Company and make all decisions with respect thereto without the requirement of any consent or approval by the Members, including, without limitation, authorizing or taking any actions for which the unanimous consent of the Members is required under the Act, to the extent permitted thereunder. Among other decisions, the Board will have the right to review and approve all material decisions involving the Company (e.g., which Branded Products will be a focus for the Company, budgets for the development and marketing of products, anticipated production volume, etc.). Subject to Section 5.3, the Directors may delegate any such rights or powers to the Manager or to officers of the Company.
5.1.2 The Board shall consist of five Directors, three of whom shall be appointed by CBDU (each, a “CBDU Director”), and two of whom shall be appointed by DJK (each, a “DJK Director”). Commencing on the date of this Agreement, the Board shall initially be composed of the Initial CBDU Directors and the Initial DJK Directors. In the case of any vacancy in the office of a CBDU Director or a DJK Director, a successor shall be appointed to hold office for the unexpired term of such Director by the Member entitled to appoint such Director. Any Director who shall have been appointed by a particular Member may be removed from the Board, either for or without cause by, and only by, such Member. In addition, a Director may be removed by a vote of the Members (which vote shall exclude the Member who appointed the accused Director) in the event that such Director is found to have engaged in gross negligence, bad faith, fraud or willful misconduct in respect of the Company. A Director may resign at any time by giving written notice to the Company.
5.1.3 The Company shall bear all reasonable travel and related expenses incurred by the Directors associ...
Management of Company Business. The Manager shall be solely responsible for the management of the Company's business with all rights and powers generally conferred by law or necessary, advisable or consistent in connection therewith.
a. The signature of a duly authorized Officer of the Company or of the Manager shall be required and sufficient to bind the Company. No creditor, vendor or other persons dealing with the Company shall be required to investigate the authority of the Manager or secure approval or confirmation of any of the other Members.
b. The Manager shall have all rights and powers required for or appropriate for the management of the Company's business.
Management of Company Business. POWERS AND DUTIES OF THE ------------------------ MANAGER; MAJOR DECISIONS ------------------------
3.1. Management and Control................................................28 3.2. Enumeration of Specific Duties........................................29 3.3. No Authority to Hire Employees........................................32 3.4. Decisions Requiring Approval of the Management Committee..............32 3.5. Management Committee..................................................37 3.6. Limited Authorization.................................................41 3.7. Members Shall Not Have Power to Bind Company..........................41 3.8. Status as "Operating Company"; Participation in Management by Members ...........................................................42 ARTICLE IV.
Management of Company Business. 3.1.1 The business and affairs of the Company shall be conducted and managed solely by the Member.
3.1.2 The Member shall have full power and authority to execute, on behalf of the Company, (a) deeds, leases, mortgages, security agreements, contracts and commitments of every kind and nature, (b) checks or other instruments for the payment of Company funds, and (c) notes, mortgages or other evidences of indebtedness of the Company.
3.1.3 Third parties may rely upon a certificate of the Member as to the due authorization of any LLC Law performed or any instrument executed on behalf of the Company.
3.1.4 The Member may engage agents, officers, employees or independent contractors to LLC Law on behalf of the Company and may delegate authority to the same.
Management of Company Business. Subject to the Approval Rights of the Members to the extent specifically required by Section 5.2 and the provisions of Article 7, the Manager will have the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including the following:
(a) to operate a hotel, marina, golf course and restaurant;
(b) to Transfer or acquire property or the use of property;
(c) to enter into leases, contracts and guaranties;
(d) to borrow money, including from any Manager or Member or their Affiliates on such terms and conditions as the Manager may determine, and to issue notes, bonds, and other obligations and to secure any of the same by mortgage or pledge of Company property or income;
(e) to lend money, to invest and reinvest the Company's funds, and to receive and hold property as security for repayment;
(f) to open bank accounts and designate the number and identity of the individuals authorized to write checks and make withdrawals of funds;
(g) to hire employees and appoint agents of the Company;
(h) to designate a replacement registered agent or file a change of registered office;
(i) to pay, collect, compromise, arbitrate, prosecute or defend legal actions with respect to, or otherwise adjust, claims or demands of or against the Company;
(j) to indemnify any Person;
(k) to purchase liability and other insurance to protect the Company's property and business;
(l) to participate in Organizations of any kind with any Person;
(m) to make donations to the public welfare or for religious, charitable, scientific, literary or educational purposes; and
(n) to execute, acknowledge and deliver any and all instruments appropriate to the foregoing, and to apply Company assets.
Management of Company Business. 3.1 Management and Control by Each Managing Member 23 3.2 Rights and Responsibilities of Hyatt and Limitations on its Authority 27 3.3 Subsidiaries 27 3.4 Acts of the Company and the Members 28 3.5 Documents 28 3.6 Sale of the Property 28 3.7 Decisions Requiring Approval of Hyatt 33
Management of Company Business. Voting. --------------------------------------
(a) The Board, acting by simple majority vote of a proper quorum after a meeting called in accordance with Section 5.4, shall be solely responsible for and empowered to conduct, without the consent or vote of the Members, the management of the Company's business, with all rights and powers generally conferred by law or necessary, advisable or consistent therewith (subject to the limitations of Article II related to the stated purposes of the Company and except for items that require the vote of one or more of the Members as specifically set forth in Sections 4.2(c), 5.1(a), 6.2(c), 7.2 and 8.4 of this Agreement or the Act), including, but not limited to, the following:
(i) any direct or indirect transaction or transactions with Reckson, Crescent or any Affiliates thereof or with entities with whom any of the foregoing have contractual relations relating to the acquisition, leasing and/or development of commercial real estate or any parties with whom any of the foregoing have formed or agreed to form a strategic alliance or competing business venture;
(ii) any direct or indirect transaction or transactions (including, without limitation, any and all loans from a Member to the Company other than loans made to the Company by a Member as a result of the other Member's failure to fund a capital contribution) in which Reckson, Crescent or any of their respective Affiliates or any of the respective representatives of any of the foregoing are self-interested;
(iii) the making of any major decision under the Partnership Agreement, including the sale of any property, acquisition of any property, financing or refinancing, admission of limited partners in the Partnership and, subject to Section 3.4, capital calls;
(iv) any transaction that would result in the incurrence of debt by the Company or the Partnership (subject to the provisions of Section 5.8);
(v) the acquisition, disposition (including without limitation disposition of any properties located in Florida or Arizona acquired in connection with the Tower Merger in exchange for consideration which includes seller financing provided by the Company) or financing of any property, admission of additional limited partners of the Partnership, admission of additional members of the Company or, subject to Section 3.4, capital calls by the Partnership or the Company;
(vi) any amendment of the distribution provisions set forth in Article IV hereof;
(vii) any withdrawal of th...
Management of Company Business. The Manager shall have the authority and discretion to administer the Company’s business. The Manager may from time to time seek the direction of the Investing Members in making any decisions related to the Business, although it shall not be required to seek direction except where there is a material modification of the purpose of the Company. The exercise of any power conferred by this Agreement shall constitute the act of and be binding upon the Company. The Investing Members of the Company shall be provided those rights afforded members of a limited liability company formed pursuant to the Limited Liability Company Act. The Company shall follow the lending guidelines set forth in the Offering Memorandum in connection with the making of the Loan and seek direction and approval of the Manager with respect to any material modifications to the Loan Agreement. The Investing Members shall have the right from time to time to provide advice to the Manager on any matters related to the operation of the Company either by telephonic or email communication.
Management of Company Business. The Members shall have control over the overall management, conduct, and operation of the business and affairs of the Company and shall make all decisions and take all actions necessary to carry out the Approved Plan (as hereinafter defined) in accordance with the Approved Budget (as hereinafter defined). The Members shall act through an Executive Committee (as described in Section 5.2 below). It is recognized that the day-to-day operation and management of the Project has been delegated to WVRT as provided in Section 5.8 below. The Members, acting through the Executive Committee, must approve any proposed Company actions with a vote equal to or greater than seventy-five percent (75%) of the total Percentage Interests, except in the case of an uncured Event of Default. Upon the occurrence of an uncured Event of Default a vote of the majority of the Percentage Interests held by non-defaulting Members may approve the Company's actions except a defaulting Member may vote on matters involving an item of business which would require approval of more than eighty- nine percent (89%) of the Percentage Interests as specified in Section 5.3 below.
