Manager Powers Sample Clauses

Manager Powers. The Member holding the largest percentage of the Membership Interests of the Company at any given time shall be referred to as “manager” of the Company within the meaning of the Act (the “Manager”). Subject to the limitations of this Agreement and the Act, all aspects of the business and affairs of the Company shall be managed, and all decisions affecting the business and affairs of the Company shall be made by the Manager, acting alone. In addition to the specific rights and powers granted herein, the Manager shall possess, enjoy, and may exercise all of the rights and powers of managers as more particularly provided in the Act, so long as such rights and powers do not conflict with the rights, powers or obligations set forth in this Agreement. All agreements, contracts, and any and all other documents and instruments affecting or relating to the business and affairs of the Company shall be executed on behalf of the Company by the Manager acting alone and without execution of any Member.
Sample 1Sample 2
AutoNDA by SimpleDocs
Manager Powers. Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Company shall be exclusively vested in the Manager and the Manager may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate or this Agreement directed or required to be exercised or done by the Members and in so doing shall have the right and authority to take all actions which the Manager deems necessary, useful or appropriate for the management and conduct of the Company's business, including, without limitation, the following specific rights and powers: (a) Conduct its business, carry on its operations and have and exercise the powers granted by the Act in any state, territory, district or possession of the United States, or in any foreign country which may be necessary or convenient to effect any or all of the purposes for which it is organized; (b) Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (c) Operate, maintain, finance, improve, construct, own, grant operations with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (d) Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Company's business, or in connection with managing the affairs of the Company, including, executing amendments to this Agreement and the Certificate in accordance with the terms of this Agreement, both as the Manager and, if required, as attorney-in-fact for the Members pursuant to any power of attorney granted by the Members to the Manager; (e) Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Company Assets; (f) Execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill xx sale, contract, or other instrument purporting to convey or encumber any or all of the Company Assets; (g) Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets...
Sample 1
Manager Powers. (a) The Manager shall manage, and, subject to Article V and Section 6.3, shall have complete control over the conduct of, the affairs of the Company. Subject to the other provisions of this Article VI, the Manager shall have the authority, on behalf of the Company, to do all things appropriate to the accomplishment of the purposes of the Company, including (but not limited to): (i) developing, operating, expanding, enhancing, retracting, leasing, holding, selling and/or promoting all or any portion of the Gxxx Facilities, (ii) those actions generally described in Article IV, (iii) employing contractors, subcontractors, attorneys, accountants or other agents, including Affiliates, and defining their duties and establishing their compensation, (iv) investing and reinvesting Company funds, (v) negotiating and executing the operating agreement of the Development Entity and any amendments thereto, voting the Company's interest as a member of the Development Entity, committing Company funds, credit and resources to the Development Entity (and/or the projects of the Development Entity), delineating the Company's rights to the Development Entity's land and facilities, and negotiating and contracting with the Development Entity, (vi) otherwise entering into -- and committing Company funds, credit and resources to -- ventures with one or more neighboring enterprises in respect of the development, purchase, operation and/or allocation of common areas and facilities, (vii) causing the Company to make all payments, and to provide all consideration, consistent with this Article VI, (viii) executing contracts, notes and other writings, including those with respect to which an Affiliate is a counterparty, and (ix) appointing any person as agent for service of process on the Company, (b) In furtherance and not in limitation of the foregoing, the Manager is authorized to execute, on behalf of the Company, all documents required in connection with (i) the further or full acquisition of the Gxxx Facility, and (ii) the interest, rights and liabilities of the Company in respect of the common areas appurtenant to the Gxxx Facilities and/or to be shared with (or with the patrons of) any and all neighboring facilities. (c) Each Member irrevocably appoints the Manager and each officer of the Manager as his attorney-in-fact on his behalf and in his stead to execute, swear to and file any amendment or revocation of the Articles and to execute, sign any Member's name to, swear to and ...
Sample 1
Manager Powers. The business of the Company shall be managed by or under the authority of the Manager, and the Company shall not have any employees. The Manager shall have all rights, powers and authority of a manager under the Act and as provided for in this
Sample 1
Manager Powers. The Member hereby appoints Axxxxx Xxxxxxx as “manager” of the Company within the meaning of the Act (the “Manager”) to manage the business and affairs of the Company. The Manager shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by a manager of a limited liability company under the laws of the State of Delaware. The Manager shall hold office until death, resignation or removal at the pleasure of the Member who appointed him or her. If the position of Manager becomes vacant, the Members shall appoint his or her successor.
Sample 1
Manager Powers. The business of the Company shall be managed by or under the authority of the Manager, and the Company shall not have any employees. The Manager shall have all rights, powers and authority of a Manager under the Act and as provided for in this Agreement. The Manager shall cause the Company to enter into the Management Agreements with FUMI on the date hereof with respect to the management, leasing and operation of the Properties. Subject to Section 14(e), the Manager shall have all rights, power and authority to do for, on behalf of and in the name of the Company all things that it deems necessary, proper or desirable to carry out its duties and responsibilities, including, without limitation: (1) acquire by purchase, lease, or otherwise, any real property constituting or related to the Properties; (2) finance, improve, own, sell, convey or assign any real estate constituting or related to the Properties; (3) borrow money for and on behalf of the Company, and, in connection therewith, mortgage or grant a security interest in all or any portion of the Company's assets; (4) prepay, in whole or in part, refinance, amend, modify, or extend any mortgages, trust deeds or security agreements which may affect any asset of the Company and in connection therewith execute for and on behalf of the Company any extensions, renewals or modifications of such mortgages, trust deeds or security agreements; (5) execute any and all other instruments and documents which may be necessary or in the opinion of the Manager desirable to carry out the intent and purpose of this Agreement and the purpose of the Company; (6) make any and all expenditures which the Manager, in its sole discretion, deems necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting, and other related expenses incurred in connection with the organization and financing and operating of the Company; (7) appoint Persons to act on behalf of the Company; and (8) approve any non-budgeted expenditures.
Sample 1
Manager Powers. Provided the Manager action has been duly approved pursuant to this Article 3, each Manager shall be entitled to take proper actions for the Company, including but not limited to the following: (a) Entering into, making and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder. (b) Opening and maintaining bank and investment accounts and arranging, drawing checks, and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements. (c) Collecting funds due to the Company, including receiving cash via credit and debit cards. (d) Acquiring, using for the Company's purposes, maintaining and disposing of any assets of the Company. (e) To the extent that funds of the Company are available therefor, paying debts and obligations of the Company. (f) Borrowing money or otherwise committing the credit of the Company for Company activities, and voluntarily prepaying or extending any such borrowings. (g) Engaging, removing, and changing the authority and responsibility of attorneys, accountants, and consultants. (h) Obtaining insurance for the Company.
Sample 1
AutoNDA by SimpleDocs
Manager Powers 
Sample 1Sample 2

Related to Manager Powers

  • Other Powers A Receiver may: (a) do all other acts and things which he may consider desirable or necessary for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed or law; (b) exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of that Security Asset; and (c) use the name of the Chargor for any of the above purposes.

  • Further Powers The Trustees shall have the power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the State of Delaware, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Trustees. The Trustees will not be required to obtain any court order to deal with the Trust Property.

  • No Other Powers The Trustee will not permit the Trust to engage in any business activity or transaction other than those activities permitted by Section 2.03 hereof.

  • Powers It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

  • Statutory Powers For the purposes of all powers implied by statute the Secured Obligations shall be deemed to have become due and payable on the date of this Assignment.

  • INVESTMENT POWERS Pursuant to Section 10.03[F] of the Plan, the aggregate investments in qualifying Employer securities and in qualifying Employer real property: (Choose (a) or (b)) [ ] (a) May not exceed 10% of Plan assets. [X] (b) May not exceed 100% of Plan assets. [Note: The percentage may not exceed 100%.]

  • General Powers The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

  • Appointment; Powers Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.

  • Other Positions Executive shall immediately resign, and shall be deemed to have immediately resigned without the requirement of any additional action, from any and all position Executive holds with the Company and its Affiliates on Executive’s Date of Termination.

  • Ownership Powers To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities, debt instruments or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities, debt instruments or property as the Trustees shall deem proper;

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!