Powers and Duties of the Manager. The Manager has the power and authority to take such actions on its own behalf or on behalf of the relevant Company Group Member as it from time to time considers necessary or appropriate to enable it to perform its obligations under this Agreement, subject to the customary oversight and supervision of the Company and its board of directors. The Manager shall use its reasonable best efforts to provide the Management Services and perform the Technical Services to be provided hereunder in accordance with customary ship management practice and with the care, diligence and skill that a prudent manager of vessels such as the Vessels would possess and exercise, except that the Manager in the performance of its management responsibilities under this Agreement may have regard to its overall responsibility in relation to all vessels as may from time to time be entrusted to its management and in particular, but without prejudice to the generality of the foregoing, the Manager may allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Manager, acting reasonably, considers to be fair and reasonable.
Powers and Duties of the Manager. (a) The Manager shall have the exclusive right and power to manage, and be responsible for the operation of, the Company’s and Project’s business, and shall have the authority under the Act and this Agreement to do all things, that they determine, in their sole discretion to be in furtherance of the purposes of the Company and shall have all rights, powers and privileges available to a “Manager” under the Act. Without limiting the foregoing, the Manager shall have the power and authority:
(i) To purchase and sell Company assets including, without limitation, selling or otherwise disposing of the Project.
(ii) To enter into 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, including, without limitation, construction, leasing, management and similar agreements.
(iii) To borrow money and issue evidences of indebtedness to pledge the Company’s assets, or to confess judgment on behalf of the Company, in connection with the operation of the Company and to secure the same by deed of trust, mortgage, security interest, pledge or other lien or encumbrance on the assets of the Company.
(iv) To repay in whole or in part, negotiate, refinance, recast, increase, renew, modify or extend any secured or other indebtedness affecting the assets of the Company and in connection therewith to execute any extensions, renewals or modifications of any evidences of indebtedness secured by deeds of trust, mortgages, security interests, pledges or other encumbrances covering the Project.
(v) To employ agents, attorneys, brokers, managing agents, architects, contractors, subcontractors and accountants on behalf of the Company.
(vi) To bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Company.
(vii) To enter into 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 stated purposes of the Company, so long as said activities and contracts may be lawfully carried on or performed by a limited Company under applicable laws and regulations.
(viii) To form subsidiaries to hold and/or manage the Project; provided, that the Manager may not undertake any activity with respect to such subsidiaries that the Manager would not be permitted to undertake under the terms and conditions of this Agr...
Powers and Duties of the Manager. The Manager has the power and authority to take such actions on its own behalf or on behalf of the Company as it from time to time considers necessary or appropriate to enable it to perform its obligations under this Agreement, subject to customary oversight and supervision of the Company, its Board of Directors and its executive officers.
Powers and Duties of the Manager. (3:02:01) Save and except as otherwise expressly provided in this Deed and the provisions of the Building Management Ordinance (Cap.344), the Manager shall be responsible for and shall have full authority to do all such acts and things as may be necessary or requisite for and in connection with the proper and efficient management of the Development, including in particular but without in any way limiting the generality of the foregoing :-
(a) to maintain in good, clean and safe condition the Common Areas and the Common Facilities and for this purpose to employ competent contractors and workmen;
(b) to take reasonable steps to ensure that all Owners or occupiers of the Units maintain the Unit(s) owned or occupied by them in a satisfactory manner and in good repair and condition so as not to cause any damage or nuisance to the other Units or the Common Areas or Common Facilities or the other Owner or occupiers of the Development Provided That if the defaulting Owner or occupier causes damage or nuisance to other Units or the Common Areas or Common Facilities or the other Owner or occupiers of the Development because of his failing to maintain the Unit owned or occupied by him in a satisfactory manner and in good repair and condition, the Manager shall have the right but shall not be obliged to put in hand such necessary maintenance in case of emergency and to take such necessary steps to recover the cost thereof from the defaulting Owner or occupier;
(c) to paint, white-wash, tile or otherwise treat as may be appropriate the exterior of the Development all structures erected on the Common Areas or forming part of the Common Facilities at such intervals as the same may reasonably be required to be done and in the event if so required by any Government departments;
(d) to prevent any decaying, noisome, noxious, excrementitious or other refuse matter from being deposited on the Common Areas or any part thereof and to specify locations in the Development for disposal of refuse or garbage by Owners and occupiers of the Units and to collect and remove all such refuse and garbage from such specified locations and also to arrange for disposal of refuse and garbage from the Common Areas and Common Facilities at such regular intervals and to maintain on the Development refuse collection facilities PROVIDED THAT in the case of refuse the nature or quality or quantity of which shall in the opinion of the Manager require special arrangement or facility for its disposal b...
Powers and Duties of the Manager. In the course of managing, supervising and conducting Joint Venture Activities, the Manager is entitled to have access to and control of all Joint Venture Property and must, either itself or through such Third Parties as it may engage:
(a) (Proposed Programmes and Budgets) prepare and submit to the Management Committee for approval all Proposed Programmes and Budgets and all other estimates and reports required by this Agreement;
(b) (Approved Programmes and Budgets) carry out the work required to implement all Approved Programmes and Budgets;
(c) (tenders and contracts) obtain, evaluate and accept quotes and tenders (within the limits determined by the Management Committee), and enter into, administer and enforce, as agent of the Joint Venturers, all contracts required for the performance of works and services necessary to perform this Agreement and undertake the Joint Venture Activities;
(d) (personnel) engage, dismiss, supervise and control all management, technical and labour personnel necessary for performance of its obligations under this Agreement including determining the terms and conditions of such engagement and conducting all industrial relations;
(e) (payment and bank accounts) pay on behalf of the Joint Venturers out of the funds provided by the Joint Venturers all costs and expenses incurred by the Manager in the conduct of the Joint Venture Activities and for such purpose maintain and operate one or more separate bank accounts (within which its own funds are not commingled) on behalf of the Joint Venturers for the purposes of the Joint Venture;
(f) (Laws and Authorisations) comply with all Laws and Authorisations applicable to the conduct of the Joint Venture Activities, including those relating to health, safety and environmental protection, and ensure that all Authorisations required to conduct the Joint Venture activities are applied for, obtained and maintained;
(g) (Tenements) register this Agreement under the Mining Act against the Tenements, keep and renew those Tenements in good standing (including paying all rents, taxes, expenditures and other outgoings by the due date), and manage, administer, protect and enforce the rights and obligations of the holders under the Tenements;
(h) (statutory reports) prepare, file and lodge all statutory reports as and when required under the Mining Act and any other applicable laws in respect of the Tenements (other than reports required to be submitted by the Joint Venturers in their individual c...
Powers and Duties of the Manager. The Manager has the power and authority to take such actions on its own behalf or on behalf of the Company as it from time to time considers necessary or appropriate to enable it to perform its obligations under this Agreement, subject to the customary oversight and supervision of the Company. The Manager shall, subject to Section 2.04, use its reasonable best efforts to perform the Strategic Services to be provided hereunder in accordance with customary practice. Notwithstanding the foregoing, the Manager shall not enter into any contract, arrangement or understanding with respect to the Strategic Services without the prior approval of the Board, and the Company shall be under no obligation to accept any opportunity presented to the Company by the Manager or otherwise.
Powers and Duties of the Manager. 1. Authority and duties of the Manager
2. The Manager to control Common Areas etc.
3. The Manager's acts and decisions binding
4. Powers of the Manager
5. Contracts entered into by Manager
6. Discretion of the Manager
7. Protection of the Manager 8. Owners to indemnify the Manager
Powers and Duties of the Manager. The Manager shall work exclusively for the Issuer. Discretionary management in accordance with the Investment Objective. No applicable investment (or borrowing) restrictions.
Powers and Duties of the Manager. 5.2.1 Subject to any and all limitations expressly set forth in this Agreement, the Manager shall perform, cause to be performed and/or oversee, the coordination of all day-to-day management and operational functions relating to the Business. Without limiting the generality of the foregoing (but subject to this Agreement and the Annual Budget), the Manager is expressly authorized and directed on behalf of the Company to:
(i) Conduct the Business, carry on its operations, and have and exercise the powers granted by the Act in any state, territory, district, or possession of the United States, or in any foreign country that may be necessary or convenient to effect any or all of the purposes for which it is organized;
(ii) Acquire by purchase, lease, or otherwise any property that may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company;
(iii) Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Business, or in connection with managing the affairs of the Company;
(iv) Cause the Company to incur customary trade debt in the ordinary course of the Business;
(v) Execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bxxx of sale, contract, or other instrument purporting to convey or encumber any or all of the Company assets;
(vi) Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets;
(vii) Contract on behalf of the Company for the employment and services of employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company;
(viii) Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability) necessary or incidental to, or in connection with, 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;
(ix) Institute, prosecute, defend, settle, compromise, and dismiss lawsuits ...
Powers and Duties of the Manager. Section 2.1 Powers of the Manager Subject to such limitations as may be imposed by law, this Agreement, the Partnership Agreement or the MLP Partnership Agreement (including any provisions relating to separateness of the Partnership from other entities), the Manager is hereby authorized and empowered, in the name of and on behalf of the Partnership, to do and perform any and all acts and things which it deems appropriate or necessary in the conduct of the business and affairs of the Partnership, including, without limitation, the following:
(a) to lend or borrow money, to assume, guarantee or otherwise become liable for indebtedness and other liabilities and to issue evidences of indebtedness;
(b) to buy, lease (as lessor or lessee), sell, mortgage, encumber or otherwise acquire or dispose of any or all of the assets of the Partnership;
(c) to own, use and invest the assets of the Partnership;
(d) to purchase or sell products, services and supplies;
(e) to make tax, regulatory and other filings with, and to render periodic and other reports to, governmental agencies or bodies having jurisdiction over the assets or business of the Partnership;
(f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money;
(g) to negotiate, execute and perform any contracts, conveyances or other instruments;
(h) to make allocations of income and deductions of the Partnership and make distributions in accordance with the Partnership Agreement;
(i) to utilize the services of officers and employees of the Manager or of any other entities and to select and dismiss employees (if any) and outside attorneys, accountants, consultants and contractors;
(j) to maintain insurance for the benefit of the Partnership and its partners;
(k) to form, participate in or contribute or loan cash or property to limited or general partnerships, limited liability companies, corporations, other entities, joint ventures or similar arrangements;
(l) to expand the business activities in which the Partnership is engaged or engage in new business activities by acquisition or internal development; and
(m) to conduct litigation and incur legal expenses and otherwise deal with or settle claims or disputes; in each case at such times and upon such terms and conditions as the Manager deems appropriate or necessary and subject to any express restrictions on such powers as provided in the Partnership Agreement. The parties hereto acknowledge that so long as the Manage...
