Authority of the Manager. The Manager for, and in the name and on behalf of the Company, is hereby authorized to:
(1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof.;
(2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate;
(3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property;
(4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate;
(5) xxx and be sued, complain and defend in the name of and on behalf of the Company;
(6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company;
(7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property;
(8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company;
(9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement;
(10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company;
(11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, a...
Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a Property; · Make all decisions relating to the investing activity of the Company and management of Properties and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 he...
Authority of the Manager. (1) The Manager for, and in the name and on behalf of the Company, is hereby authorized:
(i) to execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and the Property or any portion thereof.;
(ii) to employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate;
(iii) to pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and the Property;
(iv) to make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate;
(v) to xxx and be sued, complain and defend in the name of and on behalf of the Company;
(vi) to operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company;
(vii) to borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property;
(viii) to execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the Property;
(ix) to care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement;
(x) to purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company;
(xi) to pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against t...
Authority of the Manager. In connection with its obligations hereunder, the Manager shall have the authority for and in the name of the Company, subject to Section 5 (Policies of the Company) and Section 11 (Investments), to:
(a) invest the Company’s assets, through RP Holdings or any other Subsidiary;
(b) direct the formulation of investment policies and strategies for the Company, and select and approve the investment of Company funds, all in accordance with the provisions and limitations of this Agreement;
(c) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts;
(d) hire for usual and customary payments and expenses consultants, brokers, attorneys, accountants and such other agents for the Company as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the Company;
(e) enter into, execute, maintain and/or terminate contracts, undertakings, agreements and any and all other documents and instruments in the name of the Company and do or perform all such things as may be necessary or advisable in furtherance of the Company’s powers, objects or purposes or to the conduct of the Company’s activities, including entering into acquisition agreements to make or dispose of investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities and guaranties as the Manager deems necessary or advisable;
(f) make, in its sole discretion, any and all elections for U.S. federal, state, local and foreign tax matters;
(g) manage, acquire or dispose of investments for the Company as permitted hereunder and under the Organizational Documents;
(h) vote, in its sole discretion, any shares, units or interests of any Subsidiary held by the Company or otherwise authorize, approve or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the Company;
(i) engage attorneys, independent accountants, other service providers, investment banks, accountants and other advisers and such other Persons as the Manager may deem necessary or advisable;
(j) provide service providers and advisers to the Company, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements;
(k) authorize any partner, member, employee or o...
Authority of the Manager. (a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Manager of the Company (the “Manager”) and (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company. USCo shall serve as the Manager of the Company. The Manager shall be the “Manager” of the Company for the purposes of the Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04.
(b) The day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions in this Agreement (including in Section 6.07 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall include, but not be limited to, such duties as the Manager may, from time to time, delegate to them and the carrying out of the Company’s business and affairs on a day-to-day basis. The existing Officers of the Company as of the Effective Time shall remain in their respective positions and shall be deemed to have been appointed by the Manager. All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Manager.
(c) The Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any othe...
Authority of the Manager. (a) Except as otherwise provided in this Agreement, the Manager shall have the power on behalf and in the name of the Investing Pool to carry out any and all of the objects and purposes of the Investing Pool and to perform such acts and enter into and perform such contracts and other undertakings on behalf of the Investing Pool that the Manager may deem to be necessary, advisable or incidental thereto. Except for those specific matters identified in this Agreement, the Manager, acting alone and without the consent or approval of the Members, is fully authorized to approve and consent to any matter, and to execute, deliver and perform any document on behalf of the Investing Pool, within the purposes of the Investing Pool, including, without limitation, the Transaction Documents. The Manager shall have the authority to appoint officers and agents of the Investing Pool and to delegate its authority to such officers and agents, including, without limitation, to the Administrator (who, in turn, has employed the Investing Pool Administrator to maintain various records on behalf of the Investing Pool and the Tax Administrator to perform various tax services on behalf of the Investing Pool). The Manager shall have the authority to engage third parties to act at its direction on behalf of the Investing Pool. The Manager shall act as the Tax Matters Partner and exercise any authority permitted the Tax Matters Partner under the Code and Treasury Regulations, and take whatever steps the Manager, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms and documents with the Internal Revenue Service and taking such other action as may from time to time be required under Treasury Regulations.
(b) The Manager shall devote so much of its time to the affairs of the Investing Pool and the conduct of the Investing Pool’s business as it, in its sole judgment, reasonably determines to be required. The Manager is not obligated to do or perform any act or thing in connection with the business of the Investing Pool not expressly set forth herein.
Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day to day activities of the Company including, but not limited to performance of the following activities.
Authority of the Manager. 3.4.1. Except to the extent that such authority and rights have been reserved in Article 3 as set forth above, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to the right to:
3.4.2. Make all decisions relating to lending on Properties, managing Company assets, and disposition of company assets;
3.4.3. Employ such agents, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement;
3.4.4. Obtain, negotiate and execute all documents necessary or appropriate to accomplish the Company’s objectives;
3.4.5. Establish a reasonable reserve for operation of the business of the Company and potential future and contingent Company liabilities;
3.4.6. Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company; provided, however, that any settlement of a claim which is in excess of insurance proceeds shall be subject to the prior approval of the Manager;
3.4.7. Prepare plans of development, and work with the C.P.A. firm, if deemed necessary by the Manager, in its preparation of Company budgets and financial reports necessary or appropriate to the Company's operation, including but not limited to, all federal and state tax returns and reports;
3.4.8. Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the acquiring properties as described in Section 1.5.
Authority of the Manager. 14 SECTION 5.02. SERVICE PROVIDERS; INVESTMENTS; ACCOUNTS.................15
Authority of the Manager. (a) The management and operation of this Fund and the determination of its policies shall be vested exclusively in the Manager, and all determinations made by the Manager shall be made (unless otherwise expressly provided) in the Manager's sole and absolute discretion. The Manager shall have the authority and power on behalf and in the name of this Fund to carry out any and all of the objectives and purposes XX Xxxxxx FuturesAccess LLC Limited Liability Company Operating Agreement of this Fund set forth in Section 1.02, and to perform all acts and enter into and perform all contracts and other undertakings which the Manager may deem necessary or advisable in connection with such objectives and purposes or incidental thereto; provided, that the Trading Advisor shall at all times have discretionary authority over the trading and investing of this Fund.
(b) The Manager is specifically authorized to manage this Fund's cash flow, pay costs by bank or other borrowings.
