Specific Rights and Powers Sample Clauses

Specific Rights and Powers. 17 5.1.3 Limitation of Authority of Manager....................................18 5.1.4
Sample 1
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Specific Rights and Powers. Without limiting the generality of the foregoing, the Manager shall have the right, power and authority, on behalf of the Company, to: 5.1.2.1 acquire, by purchase or lease, contract for the acquisition or construction of, property, including real property, and improvements thereto, for Company use, hold Company properties in the name of the Company, and transfer, sell, lease, or assign in the ordinary course of business any Company property for any Company purpose; 5.1.2.2 borrow money from banks, other lending institutions, or other sources, including the Manager and its Affiliates, for Company purposes, issue evidences of indebtedness in connection therewith, and, in connection therewith, mortgage, pledge or create other security interests in any or all of the Company's properties and income therefrom to secure or provide for the repayment of such borrowing; 5.1.2.3 employ and dismiss from employment any and all employees, agents, independent contractors, attorneys and accountants; 5.1.2.4 operate the Company's businesses and enter into contracts for the management or operation of such businesses, including contracts for supplies, materials, labor, manufacture and distribution; 5.1.2.5 enter into license agreements as both licensor and licensee for the license of technology, patents, trademarks, trade names, copyrights and other intellectual property; 5.1.2.6 acquire and enter into any contract of insurance which the Manager deems necessary and proper for the protection of the Company, its properties and businesses; 5.1.2.7 enter into and carry out contracts and agreements of all kinds and to execute on behalf of the Company any and all documents or instruments of any kind which the Manager may deem appropriate for carrying out the purposes of the Company; 5.1.2.8 make all payments required of the Company pursuant to this Agreement and for all direct and indirect costs and expenses incurred in the conduct of its business; 5.1.2.9 supervise the preparation and filing of all federal, state and local tax and information returns which the Company may be required to file; 5.1.2.10 institute, prosecute and compromise lawsuits and proceedings in the name and on behalf of the Company; 5.1.2.11 apply for and acquire any and all licenses, permits or the like that are necessary to conduct the business of the Company, including, without limitation, FCC approvals and licenses, and contest any determination by any government agency, including, without limitation, tho...
Sample 1
Specific Rights and Powers. In addition to any other rights and powers which it may possess under law, the General Partner shall have, subject to the provisions of subsection (c) of this Section, all specific rights and powers required for or appropriate for its management of the Partnership's business which, by way of illustration, but not by way of limitation, shall include the following rights and powers, to the extent they are in furtherance of the best interests of the Partnership: (i) to sell, transfer, assign, convey, lease, sublet, grant options on or otherwise dispose of or deal with all or any part of its assets; (ii) to borrow money for Partnership purposes and, if security Is required therefor, to pledge, mortgage or subject to any other security device any portion of the Partnership assets; (iii) to invest funds of the Partnership, including funds held as reserves, except as limited by any SEC or NASD policies or guidelines or any policies or guidelines developed by the General Partner, in securities or commodities of any type and options thereon, in futures, in certificates of deposit, in interest bearing time deposits of state or national banks, in United States Government or agency securities; and in bank repurchase agreements, bankers' acceptances or money market funds; (iv) to employ and compensate attorneys, brokers, consultants, and accountants on behalf of the Partnership; (v) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership; (vi) to establish reasonable reserve funds from income derived from the Partnership's operations to provide for future requirements of the Partnership; (vii) to perform or cause to be performed all of the Partnership's obligations under any agreement to which the Partnership is a party; (viii) to loan funds to the Partnership and charge interest thereon; (ix) to execute, acknowledge and deliver any and all instruments necessary to effectuate the foregoing; (x) to designate and appoint employees of the Partnership to serve as officers; such officers may have duties, responsibilities and authority of a type and kind normally associated with the analogous office held in a corporation and shall represent themselves to third parties in accordance with their designation; (xi) to establish committees to assist and advise the General Partner on matters relating to the management of the Partnership; (xii) to designate and appoint employees of the Partn...
Sample 1
Specific Rights and Powers. In addition to any other rights and powers which they may possess under law, the General Partner shall have all specific rights and powers required for or appropriate to this management of the Partnership's business which, by way of illustration but not by way of limitation, shall include the following rights and powers: (1) to purchase property on behalf of the Partnership; (2) to lease property in the ordinary course of business; (3) to sell all or part of the Partnership Property with consent of the Limited Partner hereto; such sale may be of the Property in whole, or pursuant to a condominium conversion of the Property. (4) to borrow money for Partnership purposes and, if security is required therefor, to mortgage or subject to any other security device any Partnership assets;
Sample 1
Specific Rights and Powers. In addition to any other rights and powers which it may possess under law, but subject to the provisions of Section 4 and Subsection 8.3 below, the Manager and/or its designated agents shall have such other rights and powers required for or appropriate to its management of the Company’s business, which, by way of illustration but not limitation, shall include the following: (1) to enter into any contract of insurance which the Manager may reasonably deem appropriate for the protection or conservation of Company property, or for any other purpose beneficial to the Company; (2) to employ attorneys, agents, consultants, accountants and other independent contractors to perform services on behalf of the Company, including Affiliates of the Manager; provided that such services are reasonably necessary or advisable and the compensation therefore is reasonable; (3) to bring or defend legal actions in the name of the Company, pay, collect, compromise, arbitrate, or otherwise adjust or settle claims or demands of or against the Company or its agents; (4) to establish reasonable reserve funds from income derived from the Loan in connection with its administration, but the Company shall not establish reserves consisting of Capital Contributions of Investing Members prior to repayment of the Loan by the Developer; (5) to perform or cause to be performed all of the Company’s obligations under any agreement to which the Company is a party; (6) to make the Loan and from time to time modify the conditions of same if reasonably necessary and engage the Construction Disbursement Agent pursuant to a Construction Disbursement Agreement to administer the disbursement of the Loan proceeds; Company; (7) to engage the third parties to provide administrative services to the (8) to identify, evaluate, and apply to other projects capital that Investing Members choose not to be distributed after repayment of the Loan; and (9) to execute, acknowledge and deliver any and all instruments necessary to effectuate any of the foregoing.
Sample 1
Specific Rights and Powers. In addition to any other rights and powers which it may possess under this Agreement or applicable law, the Managing Partner shall have, subject to the provisions of Paragraph 8.(c), all specific rights and powers required or appropriate for its management of the Partnership's business which, by way of illustration but not by way of limitation, shall include the following rights and powers, to the extent they are in furtherance of the interest of the Partnership: (i) to sell, transfer, assign, convey, lease, sublet, or otherwise dispose of or deal with all or any part of the Partnership's property and assets; (ii) to execute and deliver, on behalf of the Partnership, all documents relating to the Partnership's property and assets; (iii) to pay fees relating to arrangements for financing; (iv) to borrow money for Partnership purposes (in addition to those set forth in (ii) and (iii) above), and, if security is required therefor, to pledge, mortgage or subject to any other security device any portion of the Partnership's property and assets, and to enter into any surety arrangements with respect thereto; (v) to invest funds of the Partnership, including funds held as reserves, in certificates of deposit, interest-bearing time deposits in state or national banks having assets of not less than twenty million dollars, in United States Government securities, in bank repurchase agreements and bankers' acceptances as the Managing Partner may, from time to time, deem appropriate; (vi) to acquire, enter into and pay for any contract of insurance which the Managing Partner deems appropriate for the protection of the Partnership and/or the conservation of its assets or property, including, without limitation, any Project in which the Partnership or any of its Partners may have a direct or indirect beneficial interest; (vii) to employ, retain or engage attorneys, consultants, managers, accountants and other professionals (including such individuals and/or entities affiliated with the Managing Partner) on behalf of the Partnership; (viii) to bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Partnership; (ix) to establish reasonable reserve funds from income derived from the Partnership's operations to provide for future requirements of the Partnership; (x) to perform or cause to be performed all of the Partnership's obligations under any agreement to which the Partnership is a party; (xi...
Sample 1
Specific Rights and Powers. 12 5.3 Withdrawal of General Partner ........................................ 14 5.4 Compensation of the General Partner .................................. 15 5.5
Sample 1
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Specific Rights and Powers. In addition to any other rights and powers which it may possess pursuant to the Act, the General Partner shall have, subject to the limitations elsewhere contained in this Agreement, all specific rights and powers required for or appropriate to the operation and management of the Partnership business, which, by way of illustration but not by way of limitation, shall include the following rights and powers to the extent that, in the General Partner's judgment, they are in furtherance of the best interests of the Partnership: (a) To take all action on behalf of the Partnership necessary to accomplish the acquisition or lease of equipment, real property, furniture, fixtures and related interests reasonably necessary to operate the MRI Department, at such price, rental or amount for cash, securities or other property, and upon such terms as it deems, in its sole discretion, to be in the best interest of the Partnership and its purposes, including without limitation to cause the Partnership to enter into an Exclusive Operating Agreement (the form of which is attached hereto as Exhibit A) with the General Partner for the operation of the MRI Department; (b) To borrow money for Partnership purposes in the ordinary course of the Partnership business, including borrowing from the General Partner on market terms, approved by the General Partner, including terms beyond the term of the Partnership; (c) To acquire, enter into, perform or terminate any contract of insurance which it deems necessary and proper for the protection of the Partnership, for the conservation of its assets, or for any purpose convenient or beneficial to the Partnership; (d) To employ from time to time any persons or entities, or whether affiliated with any Partner or not, for the operation and management of the Partnership business, including, without limitation, accountants and attorneys, on such terms and for such reasonable compensation as the General Partner shall determine; (e) To deposit or invest in bank or thrift accounts or brokerage cash accounts such funds of the Partnership as are deemed from time to time to be unnecessary for current operations; (f) To prosecute, defend, settle or compromise any actions or claims at the Partnership's expense as may be deemed necessary or proper to enforce or protect the interest and property of the Partnership and to satisfy any judgment or settlement; (g) To establish and maintain reserve funds consistent with the Partnership's operating and capit...
Sample 1
Specific Rights and Powers. Among the rights and powers which the Managing Partner shall have are, by way of illustration, but not by way of limitation, provided that such exercise is reasonably consistent with the then applicable Annual Business Plan, the following. (i) to purchase, lease, exchange, trade or sell Limited Partnership property at such price, rental or amount for cash, security or other property, with the consent of the Limited Partner; (ii) to execute and deliver, on behalf of the Limited Partenership all documents as may be required to be executed and delivered as behalf of the Limited Partnership in connection with the operation of the Primary Hotel and Second Hotel; (iii) subject to approval of R&S, to pay fees relating to the arrangement for any financing, (iv) subject to the approval of RCS, to borrow money for Limited Partnership purposes and to refinance or modify any loan to the Limited Partnership, provided, however, that R&S hereby agrees to subordinate the Primary Hotel Site to a construction mortgage and permanent financing in the amount of 80% of the total cost of the Primary Hotel, including 100% of the development costs, working capital, and a reserve for contingencies; (v) to invest funds of the Limited Partnership, including funds as reserves, in certificates of deposit, interest bearing time deposits in state or national banks. United States Government securities, bank repurchase agreements, bankers' acceptances or money market funds. (vi) to acquire, enter into, and pay for, any contract of insurance which it reasonably deems necessary and proper for the protection of the Limited Partnership, for the conservation of the assets of the Limited Partnership, or for any purpose beneficialto the Limited Partnership, or the Partners, including, without limitation, insurance for the purpose of enabling the Limited Partnership to satisfy its obligation to indemnify the Partners under Section 6.04 hereof; (vii) to bring or defend, pay, collect, or arbitrate, resort to legal action, or otherwise adjust claimsor demands of, or against, the Limited Partnership; (viii) tp establish reasonable reserve funds to provide for future requirements of the Limited Partnership; (ix) to perform or cause to be performed all of the Limited Partnership's obligations under any agreement to which the Limited Partnership is a party, (x) to loan, or cause to be loaned, funds to the Limited Partnership; and (xi) to maintain the Limited Partnership's account records of all Partners,...
Sample 1

Related to Specific Rights and Powers

  • Rights and Powers Creditor may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: (a) Accept in its discretion, but subject to the applicable limitations of Section 8, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor as substitute security for the Note and all other indebtedness secured hereunder; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and (c) Transfer record ownership of the Collateral to Creditor or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 of this Agreement. Any action by Creditor pursuant to the provisions of this Section 3 may be taken without notice to Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 11. So long as there exists no event of default under Section 9 of this Agreement, Borrower may exercise all Member voting rights and be entitled to receive any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, as Creditor deems appropriate. Any remaining cash shall be paid over to the Borrower.

  • Organization and Powers Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

  • Authorization and Power Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

  • Purpose and Powers (a) The Company is organized for the purposes of undertaking such activities as determined by the Board and, subject to the terms and conditions herein and of the Delaware Act, the Members, which are permitted by applicable law and engaging in activities incidental or ancillary thereto. Notwithstanding the forgoing, the Company has been organized to form a subsidiary which will acquire the artwork as identified on Schedule 1 (the “Painting”) and undertake certain actions with respect thereto. (b) The Company shall possess and may exercise all the powers and privileges granted by the Delaware Act or by any other law or by this Agreement, together with any powers incidental thereto, which are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company.

  • Due Organization, Authorization; Power and Authority Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.

  • Appointment and Powers Subject to the terms and conditions hereof, each of the Secured Parties hereby appoints Norwest Bank Minnesota, National Association as the Collateral Agent with respect to the Series 1993-A Collateral and the related Collateral subsequently specified in a Series Supplement, and Norwest Bank Minnesota, National Association hereby accepts such appointment and agrees to act as Collateral Agent with respect to the Series 1993-A Collateral, and upon execution of any Series Supplement, shall be deemed to accept such appointment, and agree to act as Collateral Agent with respect to such Collateral, in each case, for the Secured Parties, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Collateral Agent in accordance with the provisions of this Agreement. Each Secured Party hereby authorizes the Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Agreement promptly following receipt of such written instructions; provided that the Collateral Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Collateral Agent of its express duties hereunder, except where this Agreement provides that the Collateral Agent is permitted to act only following and in accordance with such instructions.

  • Duties and Powers The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

  • Organization and Good Standing; Power and Authority Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Subject to the receipt of the Regulatory Approval, Buyer has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement.

  • Due Organization and Authorization Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to cause a Material Adverse Change. In connection with this Agreement, the Borrower delivered to the Bank a certificate signed by the Borrower and entitled "Perfection Certificate". The Borrower represents and warrants to the Bank that: (a) the Borrower's exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; and (b) the Borrower is an organization of the type, and is organized in the jurisdiction, set forth in the Perfection Certificate; and (c) the Perfection Certificate accurately sets forth the Borrower's organizational identification number or accurately states that the Borrower has none; and (d) the Perfection Certificate accurately sets forth the Borrower's place of business, or, if more than one, its chief executive office as well as the Borrower's mailing address if different, and (e) all other information set forth on the Perfection Certificate pertaining to the Borrower is accurate and complete. If the Borrower does not now have an organizational identification number, but later obtains one, Borrower shall forthwith notify the Bank of such organizational identification number. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

  • Purposes and Powers The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

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