Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies of the Company shall be vested in the Manager. The Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Manager or the Company as it may deem appropriate. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Manager with respect to the management of the business of the Company, on the one hand, and its officers and agents, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, the Manager shall have full power and authority to do, and to direct its officers and agents to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.6 and to effectuate the purposes set forth in Section 2.4. Without in any way limiting the foregoing, the Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties:
Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies of the Company shall be vested in the Manager. The Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Manager or the Company as it may deem appropriate. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, the Manager shall have full power and authority to do, and to direct its officers and agents to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.6 and to effectuate the purposes set forth in Section 2.4. Without in any way limiting the foregoing, the Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties:
Power and Authority of the Manager. Except for those matters specifically requiring approval of the Members as set forth in Section 4.7(d), the Manager shall have complete and exclusive control of the management of the Company's business and affairs (including tax and accounting elections), and the Members shall have no right to participate in the management or the conduct of the Company's business and affairs nor any power or authority to act for, or on behalf of, the Company in any respect whatsoever. Except as otherwise specifically provided in the Certificate of Formation, this Agreement or the Act, the Manager shall have the right, power, and authority on behalf of the Company and in its name to exercise all of the rights, powers, and authority of the Company under the Act. The Manager shall direct, manage, and control the business of the Company to the best of its ability and shall have full and complete authority, power, and discretion to make any and all decisions and to do any and all things that the Manager shall deem to be reasonably required to accomplish the business and objectives of the Company. The Manager shall act in good faith and in a manner that the Manager reasonably believes to be in the best interests of the Company. In addition to, and not as a limitation upon, Section 5.6, but subject to Section 18-1011 of the Act, any loss or damage incurred by the Manager by reason of any act or omission performed or omitted by it or its agents and employees in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority granted to it by this Agreement and in the best interests of the Company (but not, in any event, any loss or damage incurred by the Manager by reason of gross negligence, willful misconduct, fraud or any breach of his fiduciary duty as the Manager with respect to such acts or omissions) shall be paid from Company assets to the extent available (but no Member shall have any personal liability to the Manager under any circumstances on account of any such loss or damage incurred by the Manager or on account of the payment thereof). To the extent that the Act allows this Agreement to define the fiduciary standard of the Manager, that standard shall be met unless the error or omission of the Manager constituted gross negligence, willful misconduct, or fraud.
Power and Authority of the Manager. Except to the extent otherwise provided in this Agreement (including, but not limited to, Section 5.4 hereof) or required by the non-waivable provisions of the Act, the Manager shall have the full and exclusive right, power, authority, discretion and responsibility to manage, control, administer, direct and operate the business and affairs of the Company and to make all decisions and to take all actions for and on behalf of the Company necessary, convenient, desirable, appropriate or incidental in or to the furtherance of the purposes, business and objectives of the Company, including, without limitation, the right, power and authority to:
(a) enter into, make, perform and terminate contracts, agreements (including employment agreements) and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and to make all decisions and waivers thereunder;
(b) open and maintain bank and investment accounts and arrangements, to draw checks and other orders for the payment of money and to designate individuals with authority to sign or give instructions with respect to those accounts and arrangements;
(c) maintain the assets of the Company in good order;
(d) collect sums due to the Company;
(e) to the extent that funds of the Company are available therefor, pay debts and obligations of the Company; 112776\000006\4832-7583-6415v3
(f) acquire, utilize for Company purposes and dispose of any asset of the Company;
(g) borrow money or otherwise commit the credit of the Company for Company activities and voluntary prepayments or extensions of debt;
(h) select, remove and change the authority and responsibility of lawyers, accountants and other advisers and consultants;
(i) obtain insurance for the Company;
Power and Authority of the Manager. The Manager shall (i) exercise complete and exclusive control of the management of the Company’s business and affairs, and (ii) have the right, power and authority on behalf of the Company, and in its name, to exercise all of the rights, powers and authorities of the Company under the Act. The initial Manager of the Company shall be the Class A Member and as an authorized person within the meaning of § 18204 of the Act, is hereby authorized to sign, deliver and file, or cause the execution, delivery and filing of, any amendments to and/or restatements of the Certificate of Formation and any other certificates (and any amendments thereto and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.
Power and Authority of the Manager. 16 5.4.Limitations on Authority of the Manager.17 5.5.Limitation on Authority of Members.18 5.6.Duties, Obligations and Liability of Manager.19 5.7.Resignation or Removal of Manager.20 5.8.Filling Vacancy in Manager Position.21 5.9.Officers.21 5.10.Compensation and Reimbursement.21 5.11.Transactions with Affiliates.21 5.12.Approval or Ratification by Members.22 5.00.Xxxxxxxx Plan.22 5.14.Right to Rely on Manager.22 5.15.Indemnification.23
Power and Authority of the Manager. In accordance with Section 13.1 of the ECT Trust Indenture, and subject to and in accordance with the terms, conditions and limitations herein contained (including Section 2.07), the Manager is hereby delegated by the ECT Trustees and, to the extent applicable or required, granted by ECT, the full and absolute right, power and authority during the Term to provide, for and on behalf of ECT, all Management Services and, in connection with the provision of the Management Services, to take and do, all such actions and all such things which the Manager deems appropriate, in its sole discretion, including the right, power and authority to execute and deliver all contracts, leases, licenses, and other documents, instruments and agreements, and to make all applications and filings with any Governmental Authority, in the name of and on behalf of ECT and, in such respects, is hereby appointed agent of ECT. No Person shall be required to determine the authority of the Manager to give any undertaking or enter into any commitment on behalf of ECT.
Power and Authority of the Manager. In accordance with Section 13.1 of the ECT Trust Indenture, and subject to and in accordance with the terms, conditions and limitations herein contained (including Section 2.06), the Manager is hereby delegated by the ECT Trustees and, to the extent applicable or required, granted by ECT, full and absolute right, power and authority during the Term to provide, for and on behalf of ECT, all services required to be provided by it hereunder to ECT and to take and do, for and on behalf of ECT, in connection with the provision of all such services (as aforesaid), all such actions and all such things which the Manager deems appropriate, in its sole discretion, in connection with the provision of such services, including the right, power and authority to execute and deliver all contracts, leases, licenses, and other documents, instruments and agreements, and to make all applications and filings with any Governing Authorities, and to take such other actions as the Manager considers appropriate in connection with the Business, in the name of and on behalf of ECT. No Person shall be required to determine the authority of the Manager to give any undertaking or enter into any commitment on behalf of ECT.
Power and Authority of the Manager. Management of the business and affairs of the Company shall be vested in one or more Managers. Woodmont is hereby appointed as the Manager. So long as there is only one Manager, all references herein to “Managers” shall refer solely to such single Manager. Woodmont may designate a substitute Manager at any time and may appoint one or more additional Managers at any time. Except as otherwise specifically provided in this Agreement, the Managers shall have all rights and powers and shall make all decisions affecting the Company in furtherance of the Company’s purposes, and shall have the exclusive responsibility for the management, operation and control of the business and affairs of the Company. Subject to the foregoing, the Manager shall have full power granted to managers under the Act to carry out any and all objects and purposes of the Company and to perform all acts and execute and deliver all agreements, instruments and other documents which it, in its sole discretion, may deem necessary or advisable. In addition to the powers and authority expressly conferred upon the Manager by this Agreement, the Manager may exercise all such powers of the Company and do all such lawful acts and things as are not by law, the Certificate of Formation of the Company or this Agreement directed or required to be exercised or done by the Members.
Power and Authority of the Manager. The Manager shall be alternatively referred to as the Fund Manager. The initial manager of the Company and each Series who shall serve until a successor is elected shall be CAPITAL ADVANTAGE MANAGEMENT, LLC, a Florida Limited Liability Company. The Manager shall (i) exercise complete and exclusive control of the management of the Company’s business and affairs, and (ii) have the right, power and authority on behalf of the Company, and in its name, to exercise all of the rights, powers and authorities of the Company under the Act. The initial Manager of the Company shall be the Class A Member and as an authorized person within the meaning of § 18204 of the Act, is hereby authorized to sign, deliver and file, or cause the execution, delivery and filing of, any amendments to and/or restatements of the Certificate of Formation and any other certificates (and any amendments thereto and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.
