General Authority and Powers of Managers Sample Clauses

The "General Authority and Powers of Managers" clause defines the scope of decision-making and operational authority granted to managers within an organization or business entity. It typically outlines the managers' ability to act on behalf of the company, enter into contracts, manage assets, and oversee daily operations without requiring prior approval from owners or members for routine matters. This clause ensures that managers have the necessary autonomy to efficiently run the business, streamlining operations and clarifying the extent of their powers to prevent disputes or confusion over managerial authority.
General Authority and Powers of Managers. Except as set forth in those provisions of this Agreement that specifically require the vote, consent, approval or ratification of the Members, the Managers shall have complete authority and exclusive control over the management of the business and affairs of the Company. No Member has the actual or apparent authority to cause the Company to become bound in any contract, agreement or obligation, and no Member shall take any action purporting to be on behalf of the Company. No Manager shall cause the Company to become bound to any contract, agreement or obligation, and no Manager shall take any other action on behalf of the Company, unless such matter has received the vote, consent, approval or ratification as required pursuant to this Agreement with respect to such matter or except as provided in Section 5.2 below with respect to the authority and actions of HHBF. It is acknowledged that all decisions relating to the Hospital and medical staff bylaws and physician credentialling matters shall be handled in accordance with Section 11.1(g). Except as provided in this Agreement, decisions and actions to be taken by the Managers shall be deemed to have been made only upon the affirmative approval or consent of HHBF and the Investor Manager. In the event a decision, approval or consent is requested of the Investor Manager by HHBF, it shall be deemed to have been affirmatively made if the Investor Manager fails to respond to any such written request therefor within five (5) days of notice thereof by HHBF, provided however, once the Hospital has opened for business and regularly conducts such business the five (5) day period shall be extended to ten (10) days. Notwithstanding anything in this Agreement to the contrary, all decisions and actions to be made by the Managers with respect to any loan, lease or other similar financing of the development, construction or operation of the Hospital or the Company's affairs, including without limitation the decisions with respect to incurring any indebtedness or the refinancing thereof, shall be made by HHBF and shall be subject to the consent of the Investor Manager, which consent shall not be unreasonably withheld; provided, the application of the Company's funds toward the repayment of all or a portion of any financing of the Company in excess of amounts then required to be paid (i.e., voluntary prepayments) shall be made only with the consent of HHBF and the Investor Manager. The following material decisions shall be m...
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General Authority and Powers of Managers. Except as set forth in those provisions of this Agreement that specifically require the vote, consent, approval or ratification of the Members, the Managers shall have complete authority and exclusive control
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General Authority and Powers of Managers. (a) The parties hereto acknowledge that under the applicable provisions of the North Carolina Limited Liability Company Act, the Company may be either “member-managed” or “manager-managed” The parties hereto desire that the Company be “member-managed” under such provisions. Accordingly, all Members by virtue of their status as such shall be managers of the Company, and except as otherwise provided herein, any management or similar decisions affecting the Company or its assets or affairs shall require the consent of Members holding more than 50% of the Percentage Interests. The parties hereby acknowledge that, in the event they shall hereafter designate managers such that the Company shall be “manager-managed,” this Agreement shall be amended to specify in more detail the rights, obligations and authority of the managers so designated. Prior to any such designation, references to “Manager” or “Managers” in this Agreement shall also mean “Member” or “Members,” respectively, and such terms may be used interchangeably.
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General Authority and Powers of Managers. Except as provided in Section 11.7 and elsewhere in the Agreement, the Managers shall have the exclusive right and power to manage, operate, and control the Company and to do all things and make all decisions necessary or appropriate to carry on the business and affairs of the Company. All decisions required to be made by the Managers shall require the approval of all Managers, except as the Managers shall otherwise agree. In the event the Managers shall be unable to agree upon any matter described in this Section 11.1, then the Managers shall provide written notice of the proposed action to all Members, and the decision of Members holding a majority of the Percentage Interests in the Company shall be binding upon the Managers. The authority of the Managers shall include, but shall not be limited to, the following: (a) To spend the capital and revenues of the Company; (b) To manage, sell, develop, improve, operate, and dispose of any Company properties and assets, including to act on behalf of the Company with respect to any partnership or joint venture in which the Company participates; (c) To employ persons, firms, and/or corporations for the operation and management of the Company's business and for the operation and development of the properties and assets of the Company, including, but not limited to, sales agents, management agents, architects, engineers, contractors, attorneys, and accountants; (d) To acquire, lease, and sell personal and/or real property, hire and fire employees, and to do all other acts necessary, appropriate, or helpful for the operation of the Company business; (e) To execute, acknowledge, and deliver any and all instruments to effectuate any of the foregoing powers and any other powers granted the Managers under the laws of the state of Washington or other provisions of this Agreement; (f) To enter into and to execute agreements for employment or services, as well as any other agreements and all other instruments the Managers deem necessary or appropriate to operate the Company's business and to operate and dispose of Company properties and assets or to effectively and properly perform its duties or exercise its powers hereunder; (g) To borrow money on a secured or unsecured basis from individuals, banks, and other lending institutions to finance its Subsidiaries in the construction of a Project or refinance Company assets, to meet other Company obligations, provide Company working capital and for any other Company purpose, and...
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General Authority and Powers of Managers. Except as provided in Section 11.7 and elsewhere in the Agreement, the Managers shall have the exclusive right and power to manage, operate, and control the Company and to do all things and make all decisions necessary or appropriate to carry on the business and affairs of the Company. All decisions required to be made by the Managers shall require the approval of all Managers, except as the Managers shall otherwise agree. In the event the Managers shall be unable to agree upon any matter described in this Section 11.1, then the Managers shall provide written notice of the proposed action to all Members, and the decision of Members holding a majority of the Percentage Interests in the Company shall be binding upon the Managers. The authority of the Managers shall include, but shall not be limited to, the following:
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General Authority and Powers of Managers. EXCEPT AS SET FORTH IN THOSE PROVISIONS OF THIS AGREEMENT THAT SPECIFICALLY REQUIRE THE VOTE, CONSENT, APPROVAL OR RATIFICATION OF THE MEMBERS, THE MANAGERS SHALL HAVE COMPLETE AUTHORITY AND EXCLUSIVE CONTROL OVER THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE COMPANY. NO MEMBER HAS THE ACTUAL OR APPARENT AUTHORITY TO CAUSE THE COMPANY TO BECOME BOUND IN ANY CONTRACT, AGREEMENT OR OBLIGATION, AND NO MEMBER SHALL TAKE ANY ACTION PURPORTING TO BE ON BEHALF OF THE COMPANY. NO MANAGER SHALL CAUSE THE COMPANY TO BECOME BOUND TO ANY CONTRACT, AGREEMENT OR OBLIGATION, AND NO MANAGER SHALL TAKE ANY OTHER ACTION ON BEHALF OF THE COMPANY, UNLESS SUCH MATTER HAS RECEIVED THE VOTE, CONSENT, APPROVAL OR RATIFICATION AS REQUIRED PURSUANT TO THIS AGREEMENT WITH RESPECT TO SUCH MATTER OR EXCEPT AS PROVIDED IN SECTION 5.2 BELOW WITH RESPECT TO THE AUTHORITY AND ACTIONS OF HHBF. IT IS ACKNOWLEDGED THAT ALL DECISIONS RELATING TO THE HOSPITAL AND MEDICAL STAFF BYLAWS AND PHYSICIAN CREDENTIALLING MATTERS SHALL BE HANDLED IN ACCORDANCE WITH SECTION 11.1(G). EXCEPT AS PROVIDED IN THIS AGREEMENT, DECISIONS AND ACTIONS TO BE TAKEN BY THE MANAGERS SHALL BE DEEMED TO HAVE BEEN MADE ONLY UPON THE AFFIRMATIVE APPROVAL OR CONSENT OF HHBF AND THE INVESTOR MANAGER. IN THE EVENT A DECISION, APPROVAL OR CONSENT IS REQUESTED OF THE INVESTOR MANAGER BY HHBF, IT SHALL BE DEEMED TO HAVE BEEN AFFIRMATIVELY MADE IF THE INVESTOR MANAGER FAILS TO RESPOND TO ANY SUCH WRITTEN REQUEST THEREFOR WITHIN FIVE (5) DAYS OF NOTICE THEREOF BY HHBF, PROVIDED HOWEVER, ONCE THE HOSPITAL HAS OPENED FOR BUSINESS AND REGULARLY CONDUCTS SUCH BUSINESS THE FIVE (5) DAY PERIOD SHALL BE EXTENDED TO TEN (10) DAYS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ALL DECISIONS AND ACTIONS TO BE MADE BY THE MANAGERS WITH RESPECT TO ANY LOAN, LEASE OR OTHER SIMILAR FINANCING OF THE DEVELOPMENT, CONSTRUCTION OR OPERATION OF THE HOSPITAL OR THE COMPANY'S AFFAIRS, INCLUDING WITHOUT LIMITATION THE DECISIONS WITH RESPECT TO INCURRING ANY INDEBTEDNESS OR THE REFINANCING THEREOF, SHALL BE MADE BY HHBF AND SHALL BE SUBJECT TO THE CONSENT OF THE INVESTOR MANAGER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD; PROVIDED, THE APPLICATION OF THE COMPANY'S FUNDS TOWARD THE REPAYMENT OF ALL OR A PORTION OF ANY FINANCING OF THE COMPANY IN EXCESS OF AMOUNTS THEN REQUIRED TO BE PAID (I.E., VOLUNTARY PREPAYMENTS) SHALL BE MADE ONLY WITH THE CONSENT OF HHBF AND THE INVESTOR MANAGER. THE FOLLOWING MATERIAL DECISIONS SHALL BE M...
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Related to General Authority and Powers of Managers

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