By Managers Clause Samples

The "By Managers" clause designates that certain actions, decisions, or authorizations within an agreement must be carried out or approved specifically by the managers of a company or entity. In practice, this means that only individuals holding the title or authority of manager are empowered to execute documents, make binding decisions, or oversee particular operations as outlined in the contract. This clause ensures that responsibility and authority are clearly assigned, preventing unauthorized personnel from acting on behalf of the organization and thereby reducing the risk of disputes or invalid actions.
By Managers. In accordance with Section 18-402 of the Act, management of the Company is vested in the Board of Managers. Each Manager is hereby designated as a “manager” of the Company within the meaning of the Act. Subject to any nonwaivable provisions of applicable law and compliance with any provisions of this Agreement requiring the approval of one or more Members for certain matters, the Board of Managers 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 acts necessary, convenient or incidental to or for the furtherance of the purposes described herein or customary or incident to the management of the Company’s business.
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By Managers. The Managers may not amend or repeal the provisions of this Operating Agreement.
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By Managers. The Managers may terminate this Agreement with respect to all (but not less than all) of the Facilities by reason of any of the following ("Event of Default"): (i) failure of Owners to fund an Operating Deficit in accordance with Section 8.3 within fifteen (15) days after written notice to the Owner that payment has not been paid when due; or (ii) the Owner otherwise breaches or fails to perform a material term of this Agreement, which breach or failure is not cured within thirty (30) days after written notice of said breach is provided to Owner. Provided, however, that Manager shall not have the right to terminate this Agreement without the prior written consent of any Mortgagee. Provided, further, Manager shall have no right to terminate this Agreement nor shall Owner be in default if such right to terminate or such default is caused by a default or an Event of Default committed or suffered hereunder by Managers or Emeritus. If Managers terminate the Agreement pursuant to this Section 9.1, such termination shall not terminate the Purchase Option under Section 13 below, and the Purchase Option shall remain in full force and effect. If Managers terminate this Agreement pursuant to this Section 9.1 and the Purchase Option is thereafter exercised, the purchaser shall be entitled to offset and deduct from the Purchase Price that portion of Owner's Deficit Contribution which Owners did not fund but were required to do so in accordance with Section 8.3 and which Managers or Emeritus funded and were not reimbursed by Owners.
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By Managers. The Managers may terminate this Agreement, except for the provisions of Section 8.3, with respect to all (but not less than all) of the Facilities by reason of any of the following ("Event of Default"): (i) failure of Owners to fund an Operating Deficit in accordance with Section 8.3 within fifteen
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Related to By Managers

  • Managers (a) Subject to Sections 1.08 and 1.09, the business and affairs of the Company shall be managed by or under the direction of three or more Managers designated by the Member. Subject to the terms of this LLC Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this LLC Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least one Independent Manager. The initial number of Managers shall be three, one of which shall be an Independent Manager. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The Managers designated by the Member as of the date hereof are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Except as otherwise provided in Section 7.02 with respect to an Independent Manager, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this LLC Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this LLC Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this LLC Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this LLC Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.

  • Management by Managers (a) Except as otherwise expressly provided in this Agreement or to the extent delegated by the written consent of the Sole Member, (i) the business and affairs of the Company solely shall be vested in and controlled by the Managers, which shall have the exclusive power and authority, on behalf of the Company, to take any action and to do anything and everything they deem necessary or appropriate to carry on the business of the Company, (ii) the Managers shall have full, exclusive and complete discretion in the management and control of the Company, (iii) all decisions relating to the business and affairs of the Company shall be made by, and all action proposed to be taken by or on behalf of the Company, shall be taken by, the Managers and (iv) the Managers shall have full power and authority to execute all documents and take all other actions on behalf of the Company and thereby bind the Company and the Sole Member with respect thereto, including, without limitation, all decisions required or permitted to be made by the Sole Member under this Agreement and all decisions required or permitted to be made by the Company as a member, partner or other beneficial owner of any other Person. Notwithstanding the foregoing or anything in this Agreement to the contrary, the Sole Member may take any action that the LLC Law or this Agreement requires or permits the Managers to take. (b) The implementation of any decisions properly made by the Managers, including the execution and delivery of all documents, may be through any Person selected by the Managers (including any Manager or Officer). All approvals and consents required or permitted herein may be prospective or retroactive. (c) The Managers are, to the extent of their rights and powers set forth in this Agreement, agents of the Company for the purpose of the Company’s business, and all actions of the Managers taken in accordance with such rights and powers shall bind the Company. (d) The Managers shall consist of not less than one (1) nor more than eight (8)

  • Investment Managers Third party investment managers that manage and direct the investment activities of Investment Funds or are retained to manage and invest a designated portion of the assets of the Master Fund.

  • Contract Managers Each party will designate a Contract Manager during the term of this Agreement whose responsibility shall be to oversee the party’s performance of its duties and obligations pursuant to the terms of this Agreement. The Citizens’ Contract Manager may designate other authorized individuals to participate in overseeing the Firm’s performance hereunder. As of the Effective Date, Citizens’ and Firm’s Contract Managers are as follows: Citizens’ Contract Manager Firm’s Contract Manager