Authority of Officers. The officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Manager or the Board not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and the actions of the officers taken in accordance with such powers shall bind the Company.
Authority of Officers. The Officers shall have the duties, rights, powers and authority as may be prescribed by the Managing Member from time to time.
Authority of Officers. Subject to Section 3.2(a) and Section 3.2(b), any officer of the Company shall have the right, power and authority to transact business in the name of the Company or to act for or on behalf of or to bind the Company. With respect to all matters within the ordinary course of business of the Company, third parties dealing with the Company may rely conclusively upon any certificate of any officer to the effect that such officer is acting on behalf of the Company.
Authority of Officers. The officers of the Buyer executing this Agreement and any other instrument or agreement required under this Agreement have been duly appointed to the office and are fully authorized to execute the Agreement and any other instrument required under this Agreement.
Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election.
Authority of Officers. Subject to Section 3.3(b), any officer of the Partnership shall have the right, power and authority to transact business in the name of the Partnership or to act for or on behalf of or to bind the Partnership. With respect to all matters within the ordinary course of business of the Partnership, third parties dealing with the Partnership may rely conclusively upon any certificate of any officer to the effect that such officer is acting on behalf of the Partnership.
Authority of Officers. (i) The President and Chief Executive Officer (or “President and CEO”) of the Company shall have general and active management of the Company, shall have the responsibility for the day-to-day management and operation of the Company, and shall see that all lawful orders and resolutions are carried out. The President and CEO shall execute bonds, mortgages and other contracts except where the signing and execution shall be expressly delegated by the Members or, to the extent permitted by this Agreement, the Managing Member to one or more other officers or agents of the Company.
(ii) If appointed, the Chief Operating Officer, Chief Financial Officer, Vice Presidents, Treasurer, Secretary, Assistant Treasurers and Assistant Secretaries shall have the powers and duties described in this Section 3.4, as may be modified from time to time by the Managing Member:
Authority of Officers. Subject to Section 6.02(b), any Officer of the Company shall have the right, power and authority to transact business in the name of the Company or to execute agreements on behalf of the Company, with respect to those agreements which are commonly signed by such officers of a business incorporated in Delaware. With respect to all matters within the ordinary course of business of the Company, third parties dealing with the Company may rely conclusively upon any certificate of any Officer to the effect that such Officer is acting on behalf of the Company.
Authority of Officers. Subject in all cases to the ultimate authority of the Board of Directors and/or the rights and responsibilities granted to the Asset Manager, the officers shall manage the day-to-day business and affairs of the Company in the ordinary course of its business, in each case, unless the Board of Directors shall have previously restricted (specifically or generally) such powers. For the avoidance of doubt and without limiting the extent of any rights and/or powers vested in the Board of Directors hereunder, (i) at no time shall actions or decisions relating to Major Decisions be deemed to have been delegated to the officers, (ii) all decisions, determinations, actions, approvals and/or consents relating to Major Decisions shall require the approval of the Board of Directors in accordance with Section 3.3, and (iii) no officers of the Company shall have power or authority with respect to any Major Decisions in the absence of such approval of the Board of Directors. Subject to and without express or implied limitation of the foregoing, the officers of the Company shall have the following powers and responsibilities, it being understood that the Board of Directors may revoke, alter and/or diminish any of the following powers and responsibilities without amending this Agreement:
Authority of Officers. The day-to-day business of the Company shall be managed by and under the direction of the Chief Executive Officer and President and the other officers of the Company as elected from time to time by the Members (the “Officers”), who may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Certificate of Organization or by this Agreement directed or required to be exercised or done by the Members. Notwithstanding the above, no Officer may do or permit to be done any of the following without the approval of the Members:
(a) Any act or thing which the Act or this Agreement requires approval, consent to or authorization by the Members;
(b) Voluntarily cause the dissolution of the Company;
(c) Issue or sell any Units or any securities convertible into, or exercisable or exchangeable for, any Units;
(d) Declare, set aside or make any distribution to a Member on any Units (except for such simultaneous distributions as are made to all Members on a pro rata basis in accordance with their ownership of Units);
(e) Purchase, redeem, retire or otherwise acquire, or set aside any assets or deposit any funds for the purchase, redemption, retirement or other acquisition of, any Units;
(f) Directly or indirectly, purchase or otherwise acquire, in one transaction or a series of related transactions (other than purchases of inventory in the ordinary course of business), any business or assets for a purchase price (including in such purchase price the fair market value of any non-cash consideration) in excess of 50% of the consolidated assets of the Company, computed in accordance with generally accept accounting principles, consistently applied, and determined on the basis of the most recently available quarterly or year-end consolidated financial statements of the Company without giving effect to such purchase or other acquisition;
(g) Directly or indirectly, sell, lease, assign or otherwise transfer or dispose of, in one transaction or a series of related transactions (other than sales of inventory in the ordinary course of business), any business or assets having a fair market value in excess of 50% of the consolidated assets of the Company;
(h) Enter into any agreement, or adopt any resolution in respect of (i) any merger of the Company with or into any corporation, limited liability company, partnership or other entity; (ii) any consolidation of the Company with any corporation, limited liability company, partners...
