Common use of Power and Authority of the Manager Clause in Contracts

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. Without limiting the foregoing, the Manager shall also have the power at any time in its sole discretion to appoint a board of managers or directors of the Company and 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 board as it may deem appropriate. If at any time the Manager delegates any or all of its rights and powers in accordance with this Section 5.1, any such delegate shall be entitled to all of the rights, and privileges of, and afforded the same protections as, the Manager as set forth in this Agreement, including, without limitation, those set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, and 8.5. 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 Sponsor, officers, Affiliates, agents or third parties, perform the following duties:

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Birgo Reiturn Fund LLC), Limited Liability Company Agreement (Birgo Reiturn Fund LLC), Limited Liability Company Agreement (Birgo Reiturn Fund Manager LLC)

AutoNDA by SimpleDocs

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. Without limiting the foregoing, the Manager shall also have the power at any time in its sole discretion to appoint a board of managers or directors of the Company and 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 board as it may deem appropriate. If at any time the Manager delegates any or all of its rights and powers in accordance with this Section 5.1, any such delegate shall be entitled to all of the rights, and privileges of, and afforded the same protections as, the Manager as set forth in this Agreement, including, without limitation, those set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, and 8.5. 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 Sponsor, officers, Affiliates, agents or third parties, perform the following duties:

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Birgo Reiturn Fund Manager LLC), Limited Liability Company Agreement (MogulREIT I, LLC), Limited Liability Company Agreement (MogulREIT I, LLC)

AutoNDA by SimpleDocs

Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies for those matters specifically requiring approval of the Company shall be vested Members as set forth 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. Without limiting the foregoingSection 4.7(d), the Manager shall also have the power at any time in its sole discretion to appoint a board of managers or directors complete and exclusive control of the Company and management of the Manager shall have the power to delegate any or all of its rights and powers to manage and control 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 Company's business and affairs nor any power or authority to such board as it may deem appropriate. If at any time the Manager delegates any act for, or all of its rights and powers in accordance with this Section 5.1, any such delegate shall be entitled to all of the rights, and privileges on behalf of, and afforded the same protections as, the Manager as set forth Company in this Agreement, including, without limitation, those set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, and 8.5. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Actany respect whatsoever. Except as otherwise specifically provided in the Certificate of Formation, this AgreementAgreement or the Act, no Memberthe Manager shall have the right, by virtue 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 status as such, ability and shall have full and complete authority, power, and discretion to make any management power over and all decisions and to do any and all things that the Manager shall deem to be reasonably required to accomplish the business and affairs 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 or actual or apparent authority and in a manner reasonably believed to enter into, execute or deliver contracts on behalf of, or to otherwise bind, be within the Company. Except as otherwise specifically provided in this Agreement, scope of the authority granted to it by this Agreement and functions 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 management 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 business payment thereof). To the extent that the Act allows this Agreement to define the fiduciary standard of the CompanyManager, on the one hand, and its officers and agents, on the other hand, that standard shall be identical to met unless the authority and functions error or omission of the board of directors and officersManager constituted gross negligence, respectivelywillful misconduct, 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 Sponsor, officers, Affiliates, agents or third parties, perform the following duties:fraud.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (GK Investment Property Holdings II LLC), Limited Liability Company Agreement (GK Investment Holdings, LLC)

Time is Money Join Law Insider Premium to draft better contracts faster.