Duties and Authority of Manager Sample Clauses

Duties and Authority of Manager. (a) Subject to and consistent with the terms of this Agreement and the Operating Standards, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (i) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project, provided, however, that Manager shall not enter into any such contract or agreement without the approval of Owner if it obligates Owner for more than Twenty-Five Thousand Dollars ($25,000) or has a term, not cancelable upon not more than ninety (90) days’ notice without penalty, of more than one (1) year, unless such contract or agreement has previously been approved by Owner as part of the Annual Plan, or if it includes an indemnity of the service provider by the Hotel or Owner for causes other than those caused by Owner’s willful misconduct or gross negligence; (ii) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (iii) determine and implement all phases of advertising, promotion and publicity relating to the Project; (iv) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (v) determine and implement credit policies (including arrangements with credit card organizations); (vi) receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (vii) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (viii) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, inc...

Duties and Authority of Manager. 7.2.1. The Manager shall have full, exclusive and complete discretion, power and authority, subject to the provisions of this Agreement including but not limited to the Member approval requirements set forth below, to manage, control, administer and operate the business and affairs of the Company, including the power to (i) acquire, lease, sell or trade real and personal property on behalf of the Company, (ii) borrow money for or otherwise incur obligations for the Company and execute and deliver notes and mortgages consenting to the confession of judgment against the Company, and (iii) make any expenditures necessary or appropriate in connection with the management of the affairs of the Company. Notwithstanding any other provision of this Agreement, unless approved by Members holding at least sixty percent (60%) of the outstanding Membership Interests, the Manager may not: a. Open any bank or brokerage accounts or change the signatory authority on any bank or brokerage accounts; b. Hire any employees; c. Pledge any collateral of the Company or issue a guaranty of any of the Company’s obligations; d. Acquire any real property or personal property in excess of $10,000; e. Initiate any calls for Additional Capital Contributions; f. Sell additional Membership Interests or otherwise admit new Members to the Company; g. Make any distributions of cash or property to the Members; h. Sell any assets of the Company; i. Amend this Agreement; j. Initiate any bankruptcy actions on behalf of the Company; k. Commence dissolution actions on behalf of the Company. l. Appoint officers or designate their duties. 7.2.2. The Manager shall not do any act in contravention of this Agreement or possess Company property or assign rights in Company property other than for Company purposes. The Manager shall have no authority to create any note, mortgage, pledge or other obligation, or enter into any guarantee or suretyship agreement, which provides that any Member shall be personally liable for the payment of all or any part thereof, without the express written consent of each Member who will be held personally liable thereunder. 7.2.3. The Manager shall devote only as much time to the business and affairs of the Company as necessary for the proper performance of his or her duties. 7.2.4. The Manager shall perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of the Company and with the care that an ordinarily prudent person ...

Duties and Authority of Manager. 7.2.1. The Manager shall have full, exclusive and complete discretion, power and authority, subject to the provisions of this Agreement, to manage, control, administer and operate the business and affairs of the Company, including the power to (i) acquire, lease, sell or trade real and personal property on behalf of the Company, (ii) borrow money for or otherwise incur obligations for the Company and execute and deliver notes and mortgages consenting to the confession of judgment against the Company, and (iii) make any expenditures necessary or appropriate in connection with the management of the affairs of the Company. 7.2.2. The Manager shall not do any act in contravention of this Agreement or possess Company property or assign rights in Company property other than for Company purposes. The Manager shall have no authority to create any note, mortgage, pledge or other obligation, or enter into any guarantee or suretyship agreement, which provides that any Member shall be personally liable for the payment of all or any part thereof, without the express written consent of each Member who will be held personally liable thereunder. 7.2.3. The Manager shall devote only as much time to the business and affairs of the Company as necessary for the proper performance of his or her duties. 7.2.4. The Manager shall perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of the Company and with the care that an ordinarily prudent person in a like position would use under similar circumstances. 7.2.5. The Manager shall have the authority to appoint Officers as he shall determine necessary and in the best interests of the Company. These Officers shall have such duties and powers as set forth in this Agreement or as reasonably determined by the Manager from time to time. Any number of offices may be held by the same person. Any Officer of the Company may resign at any time by giving written notice to the Manager. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, then upon receipt thereof. The acceptance of such resignation shall not be necessary to make it effective. The Manager may remove any officer with or without cause from office by written notice to such officer.

Duties and Authority of Manager. Manager's duty and authority shall consist of the following:

Duties and Authority of Manager. TP shall have all authority which may be necessary, desirable or appropriate in connection with the discharge of its duties hereunder, subject only to applicable limitations contained in the Joint Venture Agreement, the Ancillary Agreements and the provisions of Article 2 hereof. TP shall use its best efforts in the performance of its duties and shall discharge same and conduct the Company’s Business in a good, workmanlike and commercially reasonable manner and in accordance with sound business practices and the standard of diligence and care normally exercised by duly qualified persons in the performance of comparable work.

Duties and Authority of Manager. Subject to and consistent with the Operating Standards, Manager shall have exclusive supervision, control and discretion in the management, maintenance and operation of the Project, including, but not limited to, the right, power and authority to (a) enter into such contracts and agreements in the name and at the expense of Owner as Manager may deem to be reasonably necessary or advisable in connection with the management, maintenance and operation of the Project; (b) determine and implement terms of admittance, charges for rooms and commercial space, charges for entertainment and food and beverages, which right shall specifically allow Manager to charge varying rates to different customers or groups of customers and allow Manager, in the exercise of reasonable and sound business judgment consistent with the Operating Standards, to permit persons to occupy rooms or suites at the Project at rates lower than published rates or free of charge or permit persons to dine at the restaurants or lounges located at the Project free of charge; (c) determine and implement all phases of advertising, promotion and publicity relating to the Project; (d) determine and implement all employment policies (including salaries, wages, fringe benefits and other compensation, the hiring and discharge of employees and the establishment of employee retirement, severance and other benefit plans); (e) determine and implement credit policies (including arrangements with credit card organizations); (f) subject to the requirements of any Mortgage, receive, hold and disburse funds, maintain bank accounts, procure Inventories, Operating Equipment, supplies and services; (g) engage independent contractors to provide legal, accounting or other professional or technical services in connection with the operation of the Project; (h) initiate, settle or otherwise dispose of litigation or claims which might give rise to litigation, including the adjustment of Management Agreement insurance claims; and (i) manage and direct generally all activities incidental to the operation of the Project in the ordinary course of business. Manager shall operate the Project in a businesslike and efficient manner and shall operate the Project solely for the operation of a hotel business and for such other activities which are customary and usual in connection therewith.

Duties and Authority of Manager. (a) Manager shall use diligent and professional efforts in managing, leasing, operating, maintaining and servicing the Property. The services of Manager hereunder are to be performed in a faithful and diligent manner, of a scope and quality consistent with prudent property management industry standards and best practices and in the best interest of Owner (the “Performance Standard”). In connection therewith, Manager shall make available to Owner, consistent with industry practices, the full benefit of the judgment, experience and advice of the members of Manager’s organization and staff with respect to the policies to be pursued by Owner in operating the Property. In performing the services hereunder, Manager shall comply with the Specific Management Guidelines set forth on Exhibit A hereto, as such guidelines may be changed by Owner from time to time. Manager shall provide maintenance and on-site and district/regional management (collectively, “Key Personnel”). Manager shall consult with Owner prior to making any changes to the Key Personnel. Without limiting the foregoing, it shall be the duty and responsibility of Manager, at its sole cost and expense unless otherwise provided herein (it being expressly understood that Owner is responsible for all costs for an on-site management and leasing office and reimbursement of Manager’s employment costs in accordance with Section 4(b) below, all pursuant to the Annual Budget, but Manager is responsible for all off-site employees and all off site management costs), to: (i) Maintain and staff an on-site management and leasing office (which shall be open during customary business hours), meet with and respond to inquiries from tenants and prospective tenants, and report to Owner with respect to the Property on at least a monthly basis on Manager’s findings and activities. Manager agrees that all staff shall be employees of Manager and Manager shall supervise, and otherwise be responsible in all respects for, all such employees and Owner shall have no liability with respect thereto. The parties acknowledge all costs with respect to such on-site management and leasing office shall be an Owner expense pursuant to the Approved Budget and that Owner shall reimburse Manager’s employment related costs in accordance with Section 4(b) below. Manager shall comply with all applicable laws and regulations having to do with worker’s compensation, social security, unemployment insurance, hours of labor, wages, working conditions...

Duties and Authority of Manager. NTI shall have all authority which may be necessary, desirable or appropriate in connection with the discharge of NTI’s duties hereunder, subject only to applicable limitations contained in the Joint Venture Agreement and the Ancillary Agreements, and the provisions of Article 2 hereof. NTI shall use its best efforts in the performance of its duties and shall discharge same and conduct the Business in a good, workmanlike and commercially reasonable manner and in accordance with sound business practices and the standard of diligence and care normally exercised by duly qualified persons in the performance of comparable work in the Territory.

Duties and Authority of Manager. Fibrobeton shall have all authority which may be necessary, desirable or appropriate in connection with the discharge of Fibrobeton’s duties hereunder, subject only to applicable limitations contained in the Shareholders Joint Venture Agreement and the Ancillary Agreements, and the provisions of Article 2 hereof. Fibrobeton shall use its best efforts in the performance of its duties and shall discharge same and conduct the Corporation’s Business in a good, workmanlike and commercially reasonable manner and in accordance with sound business practices and the standard of diligence and care normally exercised by duly qualified persons in the performance of comparable work in the Territory.