Common use of Powers of Manager Clause in Contracts

Powers of Manager. The Manager shall have all necessary powers to carry out the purposes and conduct the business of the Company including, without limitation, excepting any specific limitations contained in this Agreement or in applicable law, the authority, right and power on behalf of the Company to: (a) To negotiate and enter into, make and perform all such contracts, agreements, and other undertakings binding the Company as the Manager deems to be necessary, appropriate or advisable in furtherance of the purposes of the Company; (b) Acquire, hold, manage and defend the assets of the Company; (c) Open, maintain and close bank accounts, designate and change signatories on such accounts and draw checks and other orders for the payment of monies; (d) Lease, sell, convey, assign, trade, exchange, quitclaim, surrender, release, abandon or otherwise dispose of any movable assets or interest therein or payable therefrom not to exceed $100,000 without any further act or vote or grant of authority by any Members and in connection therewith make any such distributions as the Manager may deem appropriate from the proceeds of such sale to the Members; (e) To collect and deposit all Company receipts and to disburse all Company funds in payment of all ordinary and necessary expenses; (f) Sue and be sued, complain and defend in the name of and on behalf of the Company; (g) Execute and deliver all negotiable instruments, checks, drafts or other orders for the receipt or payment of funds belonging to the Company; (h) Execute powers of attorney, consents, waivers and such other documents as may be necessary or appropriate before any court, administrative board or agency of any governmental authority affecting Company assets; (i) Purchase insurance, at the Company's expense, to protect Company assets against loss and to protect the Manager against liability to third parties arising out of the Company's activities, provided that any such insurance shall name each Member, individually as an additional insured; (j) Prepare and file all returns for the Company and make all elections for the Company with respect to federal and state income or other taxes; (k) Recommend employment of such agents, employees, accountants, lawyers, clerical help and other assistance and services subject to approval by Majority Vote; (l) Grant and perfect security interests in the Company's accounts for the purposes of obtaining operational financing; (m) Execute and deliver such other documents and perform such other acts as the Manager in his sole discretion may determine to be necessary or appropriate to carry out the purposes of the Company; and (n) Take any and all other action the Manager may deem necessary, appropriate or advisable in furtherance of the purposes of the Company.

Appears in 2 contracts

Samples: Operating Agreement (LHC Group, Inc), Operating Agreement (LHC Group, Inc)

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Powers of Manager. The Manager shall have all necessary powers to carry out the purposes and conduct the business of the Company including, without limitation, excepting any specific limitations contained in this Agreement or in applicable law, the authority, right and power on behalf of the Company to: (a) To negotiate and enter into, make and perform all such contracts, agreements, and other undertakings binding the Company as the Manager deems to be necessary, appropriate or advisable in furtherance of the purposes of the Company; (b) Acquire, hold, manage and defend the assets of the Company; (c) Open, maintain and close bank accounts, designate and change signatories on such accounts and draw checks and other orders for the payment of monies; (d) Lease, sell, convey, assign, trade, exchange, quitclaim, surrender, release, abandon or otherwise dispose of any movable assets or interest therein or payable therefrom not to exceed $100,000 without any further act or vote or grant of authority by any Members and in connection therewith make any such distributions as the Manager may deem appropriate from the proceeds of such sale to the Members; (e) To collect and deposit all Company receipts and to disburse all Company funds in payment of all ordinary and necessary expenses; (f) Sue Xxx and be sued, complain and defend in the name of and on behalf of the Company; (g) Execute and deliver all negotiable instruments, checks, drafts or other orders for the receipt or payment of funds belonging to the Company; (h) Execute powers of attorney, consents, waivers and such other documents as may be necessary or appropriate before any court, administrative board or agency of any governmental authority affecting Company assets; (i) Purchase insurance, at the Company's expense, to protect Company assets against loss and to protect the Manager against liability to third parties arising out of the Company's activities, provided that any such insurance shall name each Member, individually as an additional insured; (j) Prepare and file all returns for the Company and make all elections for the Company with respect to federal and state income or other taxes; (k) Recommend employment of such agents, employees, accountants, lawyers, clerical help and other assistance and services subject to approval by Majority Vote; (l1) Grant and perfect security interests in the Company's accounts for the purposes of obtaining operational financing; (m) Execute and deliver such other documents and perform such other acts as the Manager in his sole discretion may determine to be necessary or appropriate to carry out the purposes of the Company; and (n) Take any and all other action the Manager may deem necessary, appropriate or advisable in furtherance of the purposes of the Company.

Appears in 1 contract

Samples: Operating Agreement (LHC Group, Inc)

Powers of Manager. The Manager shall have all necessary powers to carry out the purposes and conduct the business of the Company including, without limitation, excepting any specific limitations contained in this Agreement or in applicable law, the authority, right and power on behalf of the Company to: (a) To negotiate and enter into, make and perform all such contracts, agreements, and other undertakings without binding the Company as the Manager deems to be necessary, appropriate or advisable in furtherance until same are approved by Majority Vote of the purposes of the CompanyMembers; (b) Acquire, holdHold, manage and defend the assets of the Company; (c) Open, maintain and close bank accounts, designate and change signatories on such accounts and draw checks and other orders for the payment of monies; (d) Lease, sell, convey, assign, trade, exchange, quitclaim, surrender, release, abandon or otherwise dispose of any movable assets or interest therein or payable therefrom not to exceed $100,000 25,000 without any further act or vote or grant of authority by any Members and in connection therewith make any such distributions as the Manager may deem appropriate from the proceeds of such sale to the Members. Any such transaction exceeding $25,000 shall require the prior approval of 75% of the Votes; (e) To collect and deposit all Company receipts and to disburse all Company funds in payment of all ordinary and necessary expenses; (f) Sue Xxx and be sued, complain and defend in the name of and on behalf of the Company; (g) Execute and deliver all negotiable instruments, checks, drafts or other orders for the receipt or payment of funds belonging to the Company; (h) Execute powers of attorney, consents, waivers and such other documents as may be necessary or appropriate before any court, administrative board or agency of any governmental authority affecting Company assets; (i) Purchase insurance, at the Company's expense, to protect Company assets against loss and to protect the Manager against liability to third parties arising out of the Company's activities, provided that any such insurance shall name each Member, individually as an additional named insured; (j) Prepare and file all returns for the Company and make all elections for the Company with respect to federal and state income or other taxes; (k) Recommend employment of such agents, employees, accountants, lawyers, clerical help and other assistance and services subject to approval by Majority Vote; (l) Grant and perfect security interests in the Company's accounts solely for the purposes of obtaining operational financing;financing as provided in Section 4.23 and 4.29; and (m) Execute and deliver such other documents and perform such other acts as the Manager in his sole discretion may determine to be necessary or appropriate to carry out the purposes of the Company; and (n) Take any and all other action Company The foregoing powers of the Manager are subject to the limitation that no specific action may deem necessary, appropriate or advisable in furtherance of be taken by the purposes of Manager over the Companyprior objection to such specific action by a Member unless and until such specific action is approved by Majority Vote.

Appears in 1 contract

Samples: Operating Agreement (LHC Group, Inc)

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Powers of Manager. The Manager shall have all necessary powers to carry out the purposes and conduct the business of the Company including, without limitation, excepting any specific limitations contained in this Agreement or in applicable law, the authority, right and power on behalf of the Company to: (a) To negotiate and enter into, make and perform all such contracts, agreements, and other undertakings without binding the Company as the Manager deems to be necessaryuntil same are approved by Majority Vote (or if applicable, appropriate or advisable in furtherance unanimous vote) of the purposes of the CompanyMembers; (b) Acquire, holdHold, manage and defend the assets of the Company; (c) Open, maintain and close bank accounts, designate and change signatories on such accounts and draw checks and other orders for the payment of monies; (d) LeaseAcquire, buy, lease, sell, convey, assign, trade, exchange, quitclaim, surrender, release, abandon or otherwise dispose of any movable assets or interest therein or payable therefrom in an amount not to exceed $100,000 25,000 without any further act or vote or grant of authority by any Members and in connection therewith make any such distributions as the Manager may deem appropriate from the proceeds of such sale to the Members. Any such transaction exceeding $25,000 shall require the prior approval of 75% of the Votes; (e) To collect and deposit all Company receipts and to disburse all Company funds in payment of all ordinary and necessary expenses; (f) Sue and be sued, complain and defend in the name of and on behalf of the Company; (g) Execute and deliver all negotiable instruments, checks, drafts or other orders for the receipt or payment of funds belonging to the Company; (h) Execute powers of attorney, consents, waivers and such other documents as may be necessary or appropriate before any court, administrative board or agency of any governmental authority affecting Company assets; (i) Purchase insurance, at the Company's expense, to protect Company assets against loss and to protect the Manager against liability to third parties arising out of the Company's activities, provided that any such insurance shall name each Member, individually as an additional named insured; (j) Prepare and file all returns for the Company and make all elections for the Company with respect to federal and state income or other taxes; (k) Recommend employment of such agents, employees, accountants, lawyers, clerical help and other assistance and services subject to approval by Majority Vote; (l) Grant and perfect security interests in the Company's accounts solely for the purposes of obtaining operational financing;financing as provided in Section 4.23 and 4,29; and (m) Execute and deliver such other documents and perform such other acts as the Manager in his sole discretion may determine to be necessary or appropriate to carry out the purposes of the Company; and (n) Take any and all other action Company The foregoing powers of the Manager are subject to the limitation that no specific action may deem necessarybe taken by the Manager over the prior objection to such specific action by a Member unless and until such specific action is approved by Majority Vote (or if applicable, appropriate or advisable in furtherance of the purposes of the Companyunanimous vote).

Appears in 1 contract

Samples: Operating Agreement (LHC Group, Inc)

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