Powers of the Manager. (a) The Manager shall have no power to enter into any contract for or on behalf of the Company or otherwise subject it to any obligation, such power to be the sole right and obligation of the Company, acting through its Board of Directors and/or the Company’s officers.
(b) Subject to Section 4.2 and for purposes other than to delegate its duties and powers to perform the Services hereunder, the Manager shall have the power to engage any agents (including real estate agents and managing agents), valuers, contractors and advisors (including operational, accounting, financial, tax and legal advisors) that it deems necessary or desirable in connection with the performance of its obligations hereunder, which costs therefor shall be subject to reimbursement in accordance with Section 7.2 hereto.
Powers of the Manager. The Manager shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Manager to be necessary or appropriate to effectuate the business, purposes and objectives of the Company, at the expense of the Company. Without limiting the generality of the foregoing, the Manager shall have the power and authority to:
(i) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;
(ii) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and
(iii) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related to the making of investments of Company funds. The expression of any power or authority of the Manager in this Agreement shall not in any way limit or exclude any other power or authority of the Manager which is not specifically or expressly set forth in this Agreement.
Powers of the Manager. Subject to the express limitations set forth in this Agreement and the continuing and exclusive authority of the Board over the management of the Company, the power to direct the management, operation and policies of the Company, including making, financing and disposing of Investments, and the performance of those services described in Article 3 hereof, shall be vested in the Manager, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement. The Manager shall have the power to delegate all or any part 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. Any authority delegated by the Manager to any other Person shall be subject to the limitations on the rights and powers of the Manager specifically set forth in this Agreement or the Charter.
Powers of the Manager. (a) Pursuant to the Confirmation Order, subject to the limitations set forth in this Agreement and subject to the provisions and limitations of the Plan, and the Settlement Facility Agreement, the Manager shall have the power to take any and all actions as in the sole judgment and discretion of the Manager are necessary or advisable to effectuate the purposes of the Litigation Facility, including without limitation, each power expressly granted in Section 4.03(b) of this Agreement and any power reasonably incidental thereto.
(b) Subject to the other provisions of this Agreement, the Manager shall have the power:
(1) to receive cash and other additions to the Litigation Facility from any source and to hold, administer, and distribute such additions as part of the Litigation Facility; provided, that any action resulting in a disbursement or expenditure or a commitment to make a disbursement or expenditure from the Litigation Facility in excess of $100,000.00, shall require approval by the Debtor;
(2) to invest and reinvest any funds of the Litigation Facility as provided in this Agreement;
(3) to compromise, adjust, mediate or otherwise arbitrate, xxx on or defend, or otherwise deal with, recommend settlement of or litigate to final judgment (including appeals) Litigation Facility Obligations. The Manager may employ and compensate legal counsel, expert witnesses, and other parties deemed by the Manager to be qualified as experts in connection therewith, and reimburse other witnesses for expenses;
(4) to rely upon any affidavit, certificate, letter, notice, telegram, or other paper, or upon any telephone conversation or other oral communication, believed by the Manager to be genuine and sufficient and upon any other evidence believed by the Manager to be genuine and sufficient, and to be protected and saved harmless in respect of all payments or distributions made hereunder if made in good faith and without actual notice or knowledge of the changed condition or status of any person receiving payments or other distributions upon a condition;
(5) to indemnify the Manager, employees and agents of the Litigation Facility, to purchase insurance in accordance with such Section 3.05; and to meet the obligations of the Litigation Facility under the Claims Resolution Procedures in Article V of this Agreement;
(6) to hire such employees, experts, counsel, and agents as deemed necessary by the Manager for the proper administration of the Litigation Facility and to compe...
Powers of the Manager. (a) The Manager hereby reserves and retains full authority and exclusive power to manage and direct the business and affairs of the Trust including, without limitation, to provide the Trust with all necessary investment management services to the Trust Property and all clerical, administrative and operational services to the Trust as set forth in this Article 8 or elsewhere in this Trust Agreement or in the Management Agreement.
(b) For greater certainty, it is hereby confirmed that the Trustee shall have no responsibility for the investment management of the Trust Property or for any investment decisions in respect of the Trust save and except for carrying out the instructions given to it pursuant to this Trust Agreement.
Powers of the Manager. Without limiting the generality of Section 4.1, but subject to the express limitations set forth elsewhere in this Agreement or a Separate Series Operating Agreement, the Manager shall possess and may exercise all powers and privileges necessary, appropriate, or convenient to manage and carry out the purposes, business, property, and affairs of the Company or any Series and to make all decisions affecting such business and affairs, including, without limitation, the power to exercise on behalf of the Company or any Series all powers and privileges described in Section 18-106(b) of the Act and the power to open bank accounts in the name of the Company with the Manager or a representative of the Manager as signatory thereon.
Powers of the Manager. Except as otherwise provided in this Agreement, the Manager has exclusive management and control of the business of the Company and each Series to make all decisions affecting the Company and each Series, and has the rights, power and authority granted hereunder and by law to obligate and bind the Company and each Series, on behalf of and in the name of the Company and each Series, to take any action of any kind and to do anything it deems necessary or advisable, including, without limitation, the following:
3.2.1 Enter into, make and perform such contracts, agreements, joint ventures, Series spin-offs, co-investment vehicles and other undertakings, and to do such other acts as the Manager may deem necessary or advisable for, or as may be incidental to, the conduct of the business and furtherance of the purposes of the Company and each Series;
3.2.2 Cause the Company or a Series to grant any interests in the assets, profit and income of the Company or a Series;
3.2.3 Consent to the assignment of Interests to other Persons and consent to the admission of other Persons as Members;
3.2.4 Cause the Company or any Series to dissolve;
3.2.5 Cause any sale, transfer, exchange, mortgage, financing, hypothecation or encumbrance of all or any part of the assets of the Company or any Series or modify the terms of the foregoing;
3.2.6 Determine major accounting policies including selection of accounting methods and making decisions regarding treatment and allocation of transactions for federal and state income, franchise or other tax purposes;
3.2.7 Determine the terms and conditions of all borrowing of the Company or a Series and identity of any lender;
3.2.8 Determine major policies and decisions regarding any Capital Commitments and Capital Contributions;
3.2.9 Purchase liability and other insurance to protect the Company, the Series, the Manager, and their affiliates, partners, members, shareholders, officers, employees, properties and business;
3.2.10 Execute any and all other instruments and documents that may be necessary or desirable to carry out the intent and purpose of this Agreement;
3.2.11 Make any and all expenditures necessary or appropriate in connection with the management of the affairs of the Company and each Series and the carrying out of its obligations and responsibilities, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization, financing, and operation of the Company and each ...
Powers of the Manager. (a) The Manager shall have no power to enter into any contract or subject the Company or the Managed Subsidiaries to any obligation, such power to be the sole right and obligation of the Company, acting through its Board of Directors and/or Company Officers, or of the applicable Managed Subsidiary, acting through its Board of Directors and/or officers.
(b) In accordance with the terms of the Certificate of Incorporation, for so long as the Manager or any Manager Affiliate holds at least 200,000 shares of Company Common Stock (as adjusted to reflect any subsequent equity splits or similar recapitalizations), the holders of the Company Special Stock voting as a separate class shall have the right to elect one director of the Company’s Board of Directors, and such director shall serve as the Chairman. During such period, the Company will nominate an individual designated by the Manager to be elected as a director of the Company by the holders of the Company Special Stock voting separately as a class.
(c) The Manager shall have the power to engage any agents (including real estate agents and managing agents), valuers, contractors and advisers (including accounting, financial, tax and legal advisers) that it deems necessary or desirable in connection with the performance of its obligations hereunder, which costs therefor will be subject to reimbursement under Section 9.1(k), subject to applicable law.
Powers of the Manager. (a) The Manager shall have no power to enter into any contract or subject the Company or the Managed Subsidiaries to any obligation, such power to be the sole right and obligation of the Company, acting through its Board of Directors and/or Company Officers, or of the applicable Managed Subsidiary, acting through its Board of Directors and/or officers.
(b) In accordance with the terms of the LLC Agreement, for so long as the Manager or any Manager Affiliate holds LLC Interests with an aggregate value of no less than $5.0 million, at a price per LLC Interest equal to the per share price of the shares of Trust Stock sold in the initial public offering (as adjusted to reflect any subsequent equity splits or similar recapitalizations), the Manager shall have the right to appoint one suitably qualified person as a director of the Company’s Board of Directors and an alternate for such appointee, and such director, or alternate if applicable, shall serve as the Chairman. The Company shall cause such appointees to be appointed as Chairman of the Board of Directors and as alternate therefor, as soon as reasonably practicable after notice of such appointment has been given to the Company by the Manager.
(c) The Manager shall have the power to engage any agents (including real estate agents and managing agents), valuers, contractors and advisers (including accounting, financial, tax and legal advisers) that it deems necessary or desirable in connection with the performance of its obligations hereunder, which costs therefor will be subject to reimbursement under Section 9.1(k), subject to applicable law.
Powers of the Manager. The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business, including, but not limited to the power:
5.2.1 To encumber all or less than all Company assets or rights;
5.2.2 To make all decisions concerning the operational aspects of the Company;
5.2.3 To execute and deliver all leases, contracts, deeds and other instrumentation and documentation in connection with the operations or business of the Company;
5.2.4 To borrow money on behalf of the Company and to execute and deliver in the name of the Company notes evidencing such borrowings and mortgages, deeds of trust and any other security instruments securing such borrowings;
5.2.5 To pay from Company assets all expenses of organizing and conducting the business of the Company, including without limitation, legal and accounting fees and costs;
5.2.6 To execute any and all other instruments and take any and all other action necessary or desirable to carry out the purposes and business of the Company;
5.2.7 To sell, transfer, convey and/or exchange all or any portion of the property or assets of the Company; and
5.2.8 To do any other lawful act or thing in furtherance of the Company's business.
