Power and Authority of the Management Committee Sample Clauses

Power and Authority of the Management Committee. Except as ----------------------------------------------- otherwise provided herein, or as may otherwise be required by the Michigan Act, all approvals and other actions by the Members shall be taken by majority vote of the Members taken at a meeting of the Management Committee or by written consent, in each case pursuant to Sections 5.2(c) and 5.
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Power and Authority of the Management Committee. The Management Committee shall have full and complete charge of the day-to-day affairs of the Partnership and the management and control of the Partnership's business. Notwithstanding the foregoing, except as otherwise provided in this Agreement, the Management Committee may delegate all or any portion of the management of the day-to-day affairs of the Partnership and its business to the Managing Partner, to any other Person selected by the Management Committee, and to the employees of the Partnership (or any Subsidiary of the Partnership).
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Power and Authority of the Management Committee. Except as otherwise provided herein, or as may otherwise be required by the Delaware Act, all approvals and other actions by the Members shall be taken by unanimous vote of the Members taken at a meeting of the Management Committee or by written consent, in each case pursuant to Section 5.2(c) and Section 5.5 ("Unanimous Approval"). Matters requiring Unanimous Approval shall include but not be limited to the following: (a) Determination as to whether the Company has satisfied the Milestones, approval of a recovery plan with respect to any Milestones that are not satisfied and any modifications of Milestones; (b) Acquisition by purchase, lease, or otherwise of any real or personal property which may be necessary, convenient, or incidental to the Fuel Cell Business; (c) Operation, maintenance, improvement, construction, ownership, grant of options with respect to, sale, conveyance, assignment, and lease of any real or personal property necessary, convenient, or incidental to the Fuel Cell Business; (d) Execution of any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Company's assets and business, or in connection with management of the Company's affairs; (e) Contracting on behalf of the Company for the services of independent contractors, and delegation to such Persons the duty to manage or supervise any of the assets or operations of the Company;
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Power and Authority of the Management Committee. It is hereby understood and agreed by the Partners that all major or substantive policy decisions with respect to the Partnership shall be subject to the approval of the Management Committee. Without limiting the generality of the foregoing, it is hereby further understood and agreed by the Partners that the Managing Partner shall not take any of the following actions or decisions, which shall be deemed major or substantive policy decisions for purposes of this Section, without first consulting with and obtaining the written consent of the Management Committee: (a) Effect or authorize any increase in any item in the Budget by an amount in excess of the greater of Ten Thousand Dollars ($10,000) or five percent (5%) of the amount so budgeted for such item, or add or delete any item to or from the Budget; (b) Effect or authorize any material change or modification to the Approved Plan. (c) Construct or cause to be constructed any improvements on the Property or otherwise take any action to improve or develop the Property except in accordance with the Approved Plan. (d) Sell, assign, transfer, exchange, grant leasehold estates in or otherwise dispose of all or any portions of, or any interest in, the Project, other than in accordance with the Approved Plan or the Budget. (e) Execute or enter into any contract, agreement or undertaking to borrow money on behalf of the Partnership, or execute or modify any mortgage, pledge, encumbrance or other hypothecation or security agreement affecting all or any portion of the Project, or execute any financing statement in connection therewith, except in accordance with the Approved Plan and the Budget. (f) Incur any indebtedness on behalf of the Partnership other than in the ordinary course of business or in accordance with the Approved Plan and the Budget. (g) Settle any claim for insurance proceeds if the loss thereunder exceeds Ten Thousand Dollars ($10,000). (h) Settle any claim for payment of awards or damages arising out of the exercise of eminent domain by any public or governmental authority. (i) Make, execute or deliver on behalf of the Partnership any assignment for the benefit of creditors or any guarantee, indemnity bond or surety bond, except such bonds as are required in carrying out the Approved Plan. (j) Obligate the Partnership or another Partner as a surety, guarantor or accommodation party, to any obligation, other than by endorsing checks for deposit to the Partnership Account in the ordinaruy course of...
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Power and Authority of the Management Committee. Except as otherwise provided herein, or as may otherwise be required by the Michigan Act, all approvals and other actions by the Members shall be taken by unanimous vote of the Members taken at a meeting of the Management Committee or by written consent, in each case pursuant to Section 5.2(c) and Section 5.5 ("Unanimous Approval"). Matters requiring Unanimous Approval shall include but not be limited to the following: (a) Determination as to whether the Company has satisfied the Milestones, approval of a recovery plan with respect to any Milestones that are not satisfied and any modifications of Milestones; (b) Acquisition by purchase, lease, or otherwise of any real or personal property which may be necessary, convenient, or incidental to the Battery Business; (c) Operation, maintenance, improvement, construction, ownership, grant of options with respect to, sale, conveyance, assignment, and lease of any real or personal property necessary, convenient, or incidental to the Battery Business; (d) Execution of any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Company's assets and business, or in connection with management of the Company's affairs; (e) Contracting on behalf of the Company for the services of independent contractors, and delegation to such Persons the duty to manage or supervise any of the assets or operations of the Company; (f) Entering into any contract with a Member or an Affiliate of a Member; (g) Assessment, collection, and receipt of any rents, issues and profits or income from any assets, or any part or parts thereof, and the disbursement of Company funds for Company purposes to those Persons entitled to receive same; (h) Payment of all taxes, license fees, or assessments of whatever kind or nature, imposed upon or against the Company or its assets, and for such purposes to file such returns and do all other such acts or things as may be deemed necessary and advisable by the Company; (i) Establishment, maintenance, and supervision of deposits of any monies or securities of the Company in accounts with federally insured banking institutions, or other institutions, as may be selected by the Management Committee, provided that such accounts are in the name of the Company; (j) Initiation and defense of lawsuits or other judicial or administrative proceedings brought by or against the Company or the Members in connection...
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Power and Authority of the Management Committee. Except as otherwise provided herein, or as may otherwise be required by the Delaware Act, all approvals and other actions by the Members shall be taken by unanimous vote of the Members taken at a meeting of the Management Committee or by written consent, in each case pursuant to Section 5.2(c) and
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Related to Power and Authority of the Management Committee

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.

  • Authority of the Manager The Manager for, and in the name and on behalf of the Company, is hereby authorized to: (1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate; (5) xxx and be sued, complain and defend in the name of and on behalf of the Company; (6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company; (7) 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 property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

  • Powers and authority It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

  • Board Authority The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of the Agreement as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether any Options have vested). All interpretations and determinations made by the Board and/or the Committee in good faith shall be final and binding upon Optionee, the Company and all other interested persons and such determinations of the Board and/or the Committee do not have to be uniform nor do they have to consider whether optionees are similarly situated. No member of the Board and/or the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement.

  • Corporate Power and Authority The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

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