Manager Powers Clause Samples

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 ▇▇▇▇ 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 ▇▇▇▇ Facility, and (ii) the interest, rights and liabilities of the Company in respect of the common areas appurtenant to the ▇▇▇▇ 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 ...

Manager Powers. The business and affairs of the Company shall be managed by one or more “managers” of the Company within the meaning of the Act (each a “Manager”). The Managers shall be appointed by the Members holding at least a majority of the then outstanding membership interests (the “Membership Interests”) as set forth in a register (the “Register”) to be maintained by the Managers (the “Required Members”) and may be removed at any time by the Required Members. Each 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, including the power to delegate such of its power and authority to one or more officers or employees of the Company. If at any time there is no Manager, or the Managers are otherwise unable or unwilling to perform their duties hereunder, the powers of the Manager shall be vested in the Members. Messrs. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ are hereby designated as the initial Managers. Except as provided in the Act or as expressly provided in this Agreement, each Manager shall have the exclusive power and authority over the conduct of the business of the operations and affairs of the Company. Each Manager is hereby authorized and empowered, on behalf and in the name of the Company, to (i) carry out the purposes of the Company and (ii) perform all acts, and enter into and to perform all contracts, agreements and other undertakings, which each Manager may in his or her sole discretion deem necessary or advisable, or which are incidental, to carry out the business or the purposes of the Company and which are not in contravention of this Agreement. Any action taken by each Manager shall constitute the act of and serve to bind the Company and each Member. Each Manager shall have the sole power to bind the Company, except to the extent that such power and authority is expressly delegated to any other Person by the Manager or this Agreement. No delegation of power and authority by the Manager shall cause the Manager to cease to be the Manager. Except as permitted by each Manager or this Agreement, no Member shall have any right or authority to take any action on behalf of the Company or to bind the Company with respect to third Persons. Each Manager shall hold office until his or her death, resignation or removal.

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.

Manager Powers. The Member hereby appoints A▇▇▇▇▇ ▇▇▇▇▇▇▇ 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.

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

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.

Manager Powers