Power and Authority of the Managing Member Sample Clauses

Power and Authority of the Managing Member. Subject to Section 5.04, the Managing Member (acting on behalf of the Company) shall have the right, power, and authority, to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by the Managing Member to be necessary or appropriate to effectuate the purposes of the Company including, without limitation, the right, power and authority on behalf of the Company to make, execute, assign, acknowledge, and file on behalf of the Company any and all documents or instruments of any kind which the Managing Member may deem necessary or appropriate in carrying out the business and affairs of the Company, including, without limitation, powers of attorney, agreements of indemnification, documents, or instruments of any kind or character, and amendments thereto (and no person, firm or corporation dealing with the Managing Member shall be required to determine or inquire into the authority or power of the Managing Member to bind the Company or to execute, acknowledge, or deliver any and all documents in connection therewith).
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Power and Authority of the Managing Member. Subject to Section 7.5 and Section 7.10, the Managing Member (acting on behalf of the LLC) shall have the right, power, and authority, to manage, operate and control the business and affairs of the LLC and to do or cause to be done any and all acts, at the expense of the LLC, deemed by the Managing Member to be necessary or appropriate to effectuate the purposes of the LLC. Except as otherwise expressly provided in this Agreement or as may be approved by the Managing Member, no Member shall have any authority, right or power, by virtue of being a Member, to bind the LLC, or to manage or control, or to participate in the management or control of, the business and affairs of the LLC in any manner whatsoever. Without limiting the generality of the foregoing but subject to Section 7.5, the Managing Member shall have the right, power and authority on behalf of the LLC: (i) to develop, review and approve annual budgets, policies, operating guidelines, and other operational items for the LLC; and (ii) to elect officers of the LLC in accordance with Section 7.4; and (iii) to arrange for such personnel as may be necessary or convenient to carry out the business and affairs of the LLC; and (iv) to establish such reasonable cash reserves to provide for anticipated expenses of the LLC as the Managing Member determines to be necessary for timely payment of such expenses; and (v) to direct the officers of the LLC to make, execute, assign, acknowledge, and file on behalf of the LLC any and all documents or instruments of any kind which the Managing Member may deem necessary or appropriate in carrying out the business and affairs of the LLC, including, without limitation, powers of attorney, agreements of indemnification, documents, or instruments of any kind or character, and amendments thereto (and no Person dealing with the Managing Member shall be required to determine or inquire into the authority or power of the Managing Member to bind the LLC or to execute, acknowledge, or deliver any and all documents in connection therewith). Except as may be approved by the Managing Member, no Board Member, acting individually, shall have any authority, right or power, by virtue of being a Board Member, to bind the LLC.
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Power and Authority of the Managing Member. The Managing Member of the Company shall have complete and exclusive control over the day-to-day management of the Company's business and affairs, and the Investor Member shall have no right to participate in the management or conduct of the Company's business or affairs nor any power or authority to act for or on behalf of the Company in any respect whatsoever.
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Power and Authority of the Managing Member. Except as otherwise expressly provided in this Agreement, the Managing Member (acting on behalf of the Company) shall have the right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by the Managing Member to be necessary or appropriate to effectuate the purpose of the Company as set forth in Section 1.4. Except as otherwise expressly provided in this Agreement or as may be approved by the Managing Member, no Member shall have any authority, right or power, by virtue of being a Member, to bind the Company, or to manage or control, or to participate in the management or control of, the business and affairs of the Company in any manner whatsoever.
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Power and Authority of the Managing Member. The Managing Member shall have all power and authority to carry out the purposes, business and objectives of the Company and shall possess and enjoy all the rights and powers of a “manager” under the Act. Without limiting the generality of the foregoing, the Managing Member is hereby expressly granted the right, power and authority, on behalf of the Company, upon such terms and conditions as it shall deem proper: (a) to cause the Company, or any Subsidiary, to acquire, hold, encumber, develop, redevelop, repair, rehabilitate, renovate, maintain, improve, lease, sell, dispose of and otherwise deal with (i) the Property, (ii) the Company’s interest in any Subsidiary and/or (iii) any real and personal property incidental thereto and in interests therein, and any property, asset or investment received in exchange therefor, including an interest in any Entity to which all or any portion of the Property is Transferred in accordance with this Agreement, as the Managing Member, in its discretion, deems to be necessary or desirable to carry out the purpose of the Company; (b) to cause the Company to form, organize, invest in, own, manage, operate, convert, merge, combine, consolidate, divide, restructure, sell, exchange and otherwise deal with any Subsidiary; (c) to cause the Company to Transfer and/or otherwise deal with any or all of the Company’s interest in any Subsidiary; (d) to borrow money and to authorize any Subsidiary to borrow money, and issue evidences of indebtedness, letters of credit and guaranties in connection with the business and affairs of the Company and/or any Subsidiary, to guaranty the obligations of any Subsidiary, to cause any Subsidiary to guaranty the obligations of the Company, to secure any such borrowings, indebtedness and/or guaranties by Mortgages, pledges or other liens on the Property or any other assets of the Company and/or any Subsidiary, to enter into participating debt arrangements and to authorize any Subsidiary to enter into participating debt arrangements, to enter into convertible debt arrangements and to authorize any Subsidiary to enter into convertible debt arrangements and, without limiting the generality of the foregoing, to enter into, amend, terminate, perform and carry out, on behalf of the Company and/or any Subsidiary, any Mortgage Note, any Mortgage, any Mortgage Loan, any other agreement with respect to the financing or operation, of any or all of the Property and any other agreement or contract which may be n...
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Related to Power and Authority of the Managing Member

  • 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.

  • 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.

  • 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.

  • 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.

  • 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").

  • Organization and Authority of the Purchaser The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

  • Limited Authority The Manager shall have only such authority to purchase, sell, transfer or otherwise acquire or dispose of Investments for the Account of the Principal and the Participants as is specifically provided for in this Agreement. Specifically, and without limitation of the foregoing sentence, the Manager shall not have (a) except as set forth in Section 7 above, the authority to commingle any investments in the Account with the general assets of the Manager or any other person, (b) the duty to advise the Principal or its representatives as to the value of any Investment (except to the extent expressly provided herein) or the advisability of acquiring or disposing of any Investment or to provide analysis of any Investment to the Principal or its representatives, (c) the authority to acquire Investments issued, assumed, guaranteed or insured by the Principal or any affiliate of the Principal, (d) the authority to borrow or incur indebtedness for borrowed money, except for securities lending and reverse repurchase transactions, as defined in Indiana law that meet the requirements of the Indiana Insurance Code, (e) the authority to permit the aggregate value of Investments then loaned or sold to, purchased from or invested in any one business entity to exceed ten (10%) percent of the total assets in the Account, nor (f) the authority to exceed the aggregate limitations for authorized investments by Principal set forth in the Indiana Insurance Code. For purposes of this Agreement, “business entity” means a corporation, limited liability company, association, partnership, joint stock company, joint venture, mutual fund trust, or other similar form of business organization whether organized as for-profit or not-for-profit.

  • 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.

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