Management of the Venture. 5.1. Rights and Procedures in Management. Each Partner shall have one vote in the management of the affairs of the Partnership, irrespective of the amounts which each Partner has contributed, or may contribute, to the Partnership. The affirmative votes of two Partners shall be sufficient to authorize any action to be taken by the Partnership or on behalf of the Partners. Each Partner may designate any of its officers or employees or any of the officers or employees of any partner to act as its agent and attorney in connection with the affairs of the Partnership by naming such officer or employee in a written designation of agent and power of attorney delivered to the other Partners. Such agent and attorney may thereafter, without the necessity of further authorization, cast the vote of such Partner in connection with the management of the Partnership, otherwise bind such Partner in all matters pertaining to the Partnership, and execute all documents pertaining to the affairs of the Partnership on behalf of such Partner. A Partner may revoke or amend any such designation and power of attorney in a writing delivered to the other Partners.
Management of the Venture. (a) Hines and Company are individually and collectively hereby designated as the Managing Partner of the Venture and each hereby accepts such designation. Except where herein expressly provided to the contrary, all decisions with respect to the operation and control of the Venture shall be vested in the Company and shall be implemented by Company, it being acknowledged that (subject to the requirements of Section 3.01(c) with regard to Property Manager Recommendations) the Company shall have the authority to take all actions to be taken by "the Managing Partner" hereunder and, in furtherance thereof, to execute and deliver all documents on behalf of the Venture in furtherance of its responsibilities as the Managing Partner hereunder, subject to any other terms and conditions contained in this Agreement, including, without limitation, Sections 3.01(c) and 3.01(d). Except where herein contained to the contrary, Company shall be responsible for the day to day supervision of all aspects of the business of the Venture (including, without limitation, the leasing, operation, maintenance and improvement of the Property) and the discharge of all obligations of the Managing Partner hereunder; provided, however, if Company fails to execute any lease proposed by the Property Manager which does not require the Approval of Company hereunder or under the Management and Leasing Agreement, Xxxxx, as Managing Partner, shall have the right to execute such lease on behalf of the Venture. Xxxxx and Company agree and acknowledge that certain of the duties and obligations of the Managing Partner hereunder have been delegated to the Property Manager pursuant to the Management and Leasing Agreement and further acknowledge that Company shall have no liability to Xxxxx or the Venture under this Agreement as a result of the failure of the Property Manager to discharge such duties and obligations so delegated to it under the Management and Leasing Agreement and that Company shall not be deemed to be a Defaulting Venturer under Section 5.08 hereof as a result of any such failure by the Property Manager; provided, however, nothing herein shall affect the Company's liability for the Venture's liability to Persons (including the Venture's liability to the Property Manager pursuant to Section 7.13 of the Management and Leasing Agreement) resulting from the Company's general partner status.
Management of the Venture. Harbin agrees that during the Term that Sxxxxxxx Xxxx and Xxxxxxxx Xxx jointly shall serve as the manager[s] of the Venture with respect to its day to day business operations The Venture shall also have a Board of Managers (the “Board”) which shall be comprised of five managers, with three of which shall be appointed by Harbin and two of which shall be appointed by Sxxxxxx. All fundamental business decisions with respect to the Venture, which shall include, but not be limited to (a) the incurrence of indebtedness to third parties, (b) the acquisition or disposition of assets, (c) a material change in the business of the Venture, (d) the approval of the annual budget of the Venture, (e) the making of any distributions other than tax distributions, (f) any staffing additions and compensation of employees, (f) any capital expenditures or investment in excess of $50,000, (g) the hiring of and any change in the Venture’s auditors and (h) the establishment of the initial operating policies, procedures and reports of the Venture, will be made by the Board.
Management of the Venture. The Committee shall designate a General Marwer, who shall have general and active management of the business and affairs of the Venture and such other powers and authority as the Committee shall from time-to-time delegate. The General Manager shall act through such officers, employees or agents of the Venture as the Committee or the General Manager, subject to the approval of the committee, may from time-to-time designate. Except as expressly limited hereinbelow, the General Manager shall have authority to do any and all things necessary to carry out the purpose of this Agreement, including but not limited to the following:
Management of the Venture. 4.1. The Venture shall be managed by a Board of Officers (Diretoria) that shall be composed of two (02) Officers, a Chief Executive Officer (Diretor Presidente or CEO) and a Chief Financial Officer (Diretor Financeiro or CFO), who shall both be resident in Brazil and who do not need to be shareholders of the Venture. The Officers shall have the powers specified in this Shareholders Agreement, in the by-laws of the Venture and in the Brazilian Corporate Law.
Management of the Venture. (a) The overall management and control of the business and affairs of the Venture shall be vested in a committee (the "Management Committee") composed of five individuals, three of whom shall be appointed by Genzyme and two of whom (the "Partnership Appointees") shall be appointed by the Partnership, after consultation with and with the reasonable approval of the Fund. The day-to-day operations of the Venture shall be managed by an individual (the "General Manager") approved by the Management Committee, and who shall be one of the three members of the Management Committee appointed by Genzyme. In managing the operations of the Venture the General Manager may delegate all or any portion of his duties to others, and may appoint such agents, advisors and consultants as he or she deems appropriate for the operations of the Venture, subject to review and approval as provided in subsection (b) of this Section 5.1 and any prior review and approval required by subsection (d) of Section 5.10.
Management of the Venture. A. Deltona shall be the Manager of the Venture, which will be responsible for the management and operation of the affairs, activities and business of the Venture. Deltona shall report the activities of the Venture to Scafholding on a regular basis, including all receipts and expenditures of the Venture. Notwithstanding the foregoing, Deltona shall not have the authority to take any of the following actions on behalf of the Venture without the written authorization of Scafholding:
Management of the Venture. The management and control of the business and affairs of the Venture shall be vested in PMSI-PERU. Except as may otherwise be mutually agreed upon, all decisions affecting or arising out of the management, conduct and operations of the business of the Venture shall be made by PMSI-PERU.
Management of the Venture. The Venturers shall jointly manage ------------------------- the Venture. The Venturers may, by mutual agreement, appoint one or more managers to manage the Venture. All of the Venture's documents and records shall be maintained in a location where such documents and records are available to both Venturers and shall be reasonably available to both Venturers upon any termination of this Agreement and the Venture.
Management of the Venture. Except where herein expressly provided to the contrary, all decisions with respect to the operation and control of the Venture shall be vested in the Managing Partner. C-Stone is hereby designated as the Managing Partner of the Venture and hereby accepts such designation and agrees to discharge all obligations of the Managing Partner. Except where herein expressly provided to the contrary, the Managing Partner shall be responsible for the operation and control of the Venture, for making all decisions with respect to the Venture and its interest in MSA, and the day to day supervision of all aspects of the business of the Venture.
