Manager Authority. Any elections or other decisions relating to allocations for federal, state and local income tax purposes shall be made by the Manager in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 4.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Holder's Capital Account or share of profits, losses, other items or distributions pursuant to any provisions of this Agreement.
Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject to Section 7.4 and Section 8.2, if required) and those required or appropriate to the management of the Company’s business, which, by way of illustration but not by way of limitation, shall include the right, authority and power to cause the Company to:
7.3.1 Acquire, hold, operate, sell, exchange and otherwise dispose of the Business;
7.3.2 Plan, manage and coordinate the Business, obtain all necessary licenses, permits and entitlements in connection therewith, and enter into any contracts and agreements with any Affiliates or third parties to perform any services for the Business;
7.3.3 Borrow money, and, if security is required therefor, pledge or mortgage or subject Property to any security device, obtain replacements of any mortgage or other security device and prepay, in whole or in part, refinance, increase, modify, consolidate or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Company and the Business;
7.3.4 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company’s business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company, the Business and the Manager, including errors and omissions insurance, for the conservation of the assets of the Company or for any purpose convenient or beneficial to the Company or the Business;
7.3.5 Employ Persons, who may be Affiliates of the Manager, in the operation and management of the business of the Company;
7.3.6 Prepare or cause to be prepared reports, statements and other relevant information for distribution to the Members;
7.3.7 Open accounts and deposit and maintain funds in the name of the Company in banks, savings and loan associations, “money market” mutual funds and other instruments as the Manager may deem in its discretion to be necessary or desirable;
7.3.8 Cause the Company to make or revoke any of the elections referred to in the Code (the Manager shall have no obligation to make any such elections);
7.3.9 Select as the Company’s accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service (the Company initially intends to adopt the calendar y...
Manager Authority. The Manager shall have the authority (i) to monitor the activities of the Members and the Participating Vessels and to take such other actions as may be necessary to ensure compliance by the Members and their Permits and Participating Vessels with this Agreement and other Sector requirements as may be adopted under the terms of this Agreement or the Sector’s Bylaws, as well as applicable laws, rules and regulations, and (ii) subject to the authority of the Board or a committee delegated thereby pursuant to Section 3.03 of this Agreement, the Sector’s Bylaws or any other agreement relating to the Sector’s internal governance, to enforce this Agreement, including specifically, without limitation, the authority to impose penalties set forth in the Schedule of Penalties (as hereinafter defined). The Manager shall also act as the liaison between NMFS and the Sector.
Manager Authority. The Manager shall have the authority to monitor the activities of the 14 Members and the Participating Vessels and to take other similar actions as may be necessary to 15 ensure compliance by the Members and their Permits and Participating Vessels with Sector 16 requirements and bylaws, as well as applicable laws, rules and regulations 17 To enforce this all Sector rules the Manager has the authority to impose “stop fishing” orders and 18 issue penalties as set forth in the Schedule of Penalties. The Manager shall also act as the liaison 19 between GARFO and the Sector.
Manager Authority. The Manager shall have the authority (i) to monitor the 25 activities of the Members and the Participating Vessels and to take other similar actions as may 26 be necessary to ensure compliance by the Members and their Permits and Participating Vessels 27 with this Agreement and other Sector requirements as may be adopted under the terms of this 28 Agreement or the Sector’s Bylaws, as well as applicable laws, rules and regulations, and (ii) 29 subject to the authority and direction of the Board or a committee delegated thereby pursuant to 30 this Agreement, the Sector’s Bylaws or any other agreement relating to the Sector’s internal 31 governance, to enforce this Agreement, including specifically, without limitation, the authority to 32 impose “stop fishing” orders and penalties as set forth in the Schedule of Penalties (as hereinafter 33 defined). The Manager shall also act as the liaison between GARFO and the Sector.
Manager Authority. The Manager shall have the authority (i) to monitor the fishing, fish offload, and fish sale activities of the Members and the Participating Vessels and to take such other actions as may be necessary to ensure compliance by the Members and their Permits and Participating Vessels with this Agreement and other Sector requirements as may be adopted under the terms of this Agreement or the Sector’s Bylaws, as well as applicable laws, rules and regulations, and (ii) subject to the authority of the Board or a committee delegated thereby pursuant to Section 3.3 of this Agreement, the Sector’s Bylaws or any other agreement relating to the Sector’s internal governance, to enforce this Agreement, including specifically, without limitation, the authority to impose penalties set forth in the Schedule of Penalties (as hereinafter defined). The Manager shall also act as the liaison between NMFS and the Sector.
Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject only to Section 7.4) and those required or appropriate to the management of the Company’s business, which, by way of illustration but not by way of limitation, shall include the right, authority and power to cause the Company to:
7.3.1 Take all actions of the Buyer (as defined in the Purchase Agreement) arising out of, contemplated by or related to the Purchase Agreement, including but not limited to, terminating the Purchase Agreement prior to the purchase of the Project in the event that the Manager determines that it is not in the best interests of the Company to acquire the Project.
7.3.2 Acquire, hold, develop, lease, rent, operate, sell, exchange, subdivide and otherwise dispose of Property including the Project;
7.3.3 Borrow money, and, if security is required therefor, to pledge or mortgage or subject Property to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Company;
7.3.4 Place record title to, or the right to use, Property in the name of the Company, or names of a nominee or nominees for any purpose convenient or beneficial to the Company;
7.3.5 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company’s business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company and the Manager, including errors and omissions insurance, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company;
7.3.6 Employ persons, who may be Affiliates of the Manager, in the operation and management of the business of the Company;
7.3.7 Prepare or cause to be prepared reports, statements, and other relevant information for distribution to the Members.
7.3.8 Open accounts and deposits and maintain funds in the name of the Company in banks, savings and loan associations, “money market” mutual funds and other instruments as the Manager may deem in its discretion to be necessary or desirable;
7.3.9 Cause the Company to make or revoke any of the electi...
Manager Authority. The Manager 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 except the following actions, which shall be reserved to the Member:
(a) The admission of an additional Member;
(b) The change in the purpose of the Company;
(c) The approval of a merger, conversion or the application of any statute (the application of which is elective) to the Company;
(d) The sale, exchange, or other disposition of all, or substantially all, of the property other than in the ordinary course of the Company’s business; and
(e) The amendment of this Operating Agreement.
Manager Authority. The Manager shall have the authority (i) to monitor 19 the activities of the Members and the Participating Vessels and to take other similar 20 actions as may be necessary to ensure compliance by the Members and their Permits and 21 Participating Vessels with this Agreement and other Sector requirements as may be 22 adopted under the terms of this Agreement or the Sector’s Bylaws, as well as applicable 23 laws, rules and regulations, and (ii) subject to the authority and direction of the Board or
Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject to Section 7.3 and Section 8.2, if required) and those required or appropriate to the management of the Fund’s business, which, by way of illustration but not by way of limitation, shall include the right, authority and power to cause the Fund to:
7.2.1 Take all actions as the purchaser of the Investments either directly or through special purpose entities;
7.2.2 Enter into any limited liability company agreement, partnership agreement or other operating agreement with a joint venture partner;
7.2.3 Acquire, hold, develop, lease, rent, operate, sell, exchange, subdivide and otherwise dispose of Property including the Investments;
7.2.4 Borrow money, and, if security is required therefor, to pledge or mortgage or subject assets of the Fund to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Fund;
