Managing Member Authority Sample Clauses
The Managing Member Authority clause defines the powers and responsibilities granted to the managing member of a company or organization. Typically, this clause outlines the scope of decisions the managing member can make on behalf of the entity, such as entering into contracts, managing finances, or overseeing daily operations, while also specifying any actions that require approval from other members. Its core practical function is to clearly delineate the authority of the managing member, thereby preventing disputes and ensuring efficient management by establishing who has the right to act for the organization in various situations.
Managing Member Authority. The related Managing Member had the requisite power and authority to enter into the applicable Material Project Documents to which it is a party and authority to perform its obligations thereunder.
Managing Member Authority. Except for any power and authority specifically delegated to the Board herein, the Managing Member will have the exclusive authority over the other business and affairs of the Company that do not relate to the Partnership Group. Without limiting the general delegation of power to the Managing Member in the previous sentence (and to the extent not otherwise prohibited by the Basic Documents), the powers granted to the Managing Member shall include:
(a) transferring the Company’s General Partner Interest (as defined in the Partnership Agreement) pursuant to Section 4.6(b) of the Partnership Agreement or the Company’s Incentive Distribution Rights (as defined in the Partnership Agreement), subject to the Investors’ and Registration Rights Agreement;
(b) voting any Units (as defined in the Partnership Agreement) held by the Company;
(c) making any distributions by the Company to the Members to the extent permitted by this Agreement;
(d) issuing or repurchasing any equity interests in the Company;
(e) prosecuting, settling, and managing any claims made directly against the Company to the extent such claims do not relate to any member of the Partnership Group;
(f) selling, conveying, transferring or pledging any assets of the Company;
(g) entering into agreements and incurring obligations on behalf of the Company not contrary to or inconsistent with the terms of the Partnership Agreement;
(h) making additional capital contributions to the Partnership pursuant to the Partnership Agreement;
(i) exercising preemptive rights in the Partnership pursuant to the Partnership Agreement;
(j) acquiring Units or Partnership Securities (each as defined in the Partnership Agreement) pursuant to the Partnership Agreement and exercising rights pursuant thereto;
(k) lending funds to the Partnership Group pursuant to the Partnership Agreement;
(l) exercising rights as an “Indemnitee” pursuant to the Partnership Agreement to the extent such claims do not relate to any member of the Partnership Group;
(m) purchasing and selling Partnership Securities for its own account pursuant to the Partnership Agreement;
(n) exercising registration rights pursuant to the Investors’ and Registration Rights Agreement;
(o) after the Investor Approval Period, withdrawing as the general partner of the Partnership pursuant to Section 11.1 of the Partnership Agreement;
(p) transferring the interest of a Departing General Partner (as defined in the Partnership Agreement) pursuant to the Partnership Agr...
Managing Member Authority. The Class A Member (the “Managing Member”) shall have the exclusive power and authority to manage the business, affairs and assets of the Company and its Subsidiaries and to make all decisions with respect thereto, including, without limitation, the exclusive power and authority to make any and all decisions, in any manner it sees fit, relating to, and shall otherwise fully, solely, absolutely and irrevocably control in all respects, the Patents and any Monetization Activities, including by way of example and not limitation: (w) the initiation, direction, termination, conclusion or negotiation of any assignment, sale or license (whether directly or through multiple tiers or sub-licensees) of any Patent or any other type of a Monetization Activity of any nature or description; (x) the maintenance or abandonment, in whole or in part, of any one or more of the Patents; (y) the discretion to allocate revenues from Monetization Activities among multiple portfolios where Monetization Activities involve more than one portfolio; or (z) the discretion to make or to decline to make Cash Advances. Any action taken by the Managing Member on behalf of the Company shall constitute the act of and serve to bind the Company. In dealing with the Managing Member acting on behalf of the Company, no Person shall be required to inquire into the authority of the Managing Member to bind the Company. Persons and entities dealing with the Company are entitled to rely conclusively on the power and authority of the Managing Member as set forth in this Agreement. Except as otherwise specifically provided in this Agreement, the Managing Member shall have all rights and powers of a “Managing Member” under the Act, and shall have all authority, rights and powers in the management of the Company business to do any and all other acts and things necessary, proper, convenient or advisable to effectuate the purposes of this Agreement.