Management by Manager Clause Samples
The 'Management by Manager' clause designates a specific individual or entity as responsible for overseeing and directing the day-to-day operations of a business or project. Typically, this clause outlines the manager's authority, duties, and decision-making powers, such as handling finances, supervising staff, or entering into contracts on behalf of the entity. Its core practical function is to clearly establish who holds operational control, thereby preventing disputes and ensuring efficient management.
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Management by Manager i) The Member hereby elects Charter Communications, Inc., a Delaware corporation (formerly known as CCH I, LLC) (“CCI”), or its successor-in-interest, as the Company’s manager (the “Manager”). CCI shall be the Manager until a simple majority of the Votes elects otherwise. No additional person may be elected as Manager without the approval of a simple majority of the Votes (for purposes of this Agreement, to the extent the context requires, the term “person” refers to both individuals and entities). Except as otherwise required by applicable law and as provided below with respect to the Manager’s board of directors (the “Board”), the powers of the Company shall at all times be exercised by or under the authority of, and the business, property and affairs of the Company shall be managed by, or under the direction of, the Manager. The Manager is a “manager” of the Company within the meaning of the Act. Any person appointed as Manager shall accept its appointment by execution of a consent to this Agreement.
ii) The Manager shall be authorized to elect, remove or replace directors and officers of the Company, who shall have such authority with respect to the management of the business and affairs of the Company as set forth herein or as otherwise specified by the Manager in the resolution or resolutions pursuant to which such directors or officers were elected.
iii) Except as otherwise required by this Agreement or applicable law, the Manager shall be authorized to execute or endorse any check, draft, evidence of indebtedness, instrument, obligation, note, mortgage, contract, agreement, certificate or other document on behalf of the Company without the consent of any Member or other person.
iv) No annual or regular meetings of the Manager or the Members are required. The Manager may, by written consent, take any action which it is otherwise required or permitted to take at a meeting.
v) The Manager’s duty of care in the discharge of its duties to the Company and the Members is limited to discharging its duties pursuant to this Agreement in good faith, with the care a director of a Delaware corporation would exercise under similar circumstances, in the manner it reasonably believes to be in the best interests of the Company and its Members.
vi) Except as required by the Act, no Manager shall be liable for the debts, liabilities and obligations of the Company, including without limitation any debts, liabilities and obligations under a judgment, decree or order of...
Management by Manager. The business and affairs of the Company shall be managed by American Telecasting, Inc. (the “Manager”). The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company and to perform any and all other acts or activities customary or incident to the management of the Company in the ordinary course of its business. The Manager may be removed by the Member at any time and from time to time, with or without cause, and the Member may appoint another person (including the Member) to serve as Manager of the Company.
Management by Manager. (A) The operations of the Company shall be managed by [[ ]] (hereinafter referred to as the “Manager”, which term shall include any successor Manager hereinafter named or designated hereunder). Subject to and limited by the provisions of this Agreement, including, but not limited to Section 6.03(B), the Manager (i) shall have the authority, discretion, obligation and responsibility to manage and control the affairs of the Company to the best of his ability, (ii) shall use his reasonable best efforts to carry out the business of the Company, and (iii) shall oversee the day-to-day affairs of the Company and shall make all decisions and take all actions with respect thereto.
(B) Subject to Section 6.03(B), Majority Approval of the Members shall be required prior to any action by the Manager or agent with respect to all decisions affecting the business of the Company, including, but not limited to, the following: (i) amendment, modification, termination or waiver of rights under this Agreement; (ii) executing a recourse or a confessed judgment promissory note or otherwise confessing a judgement against the Company in connection with any threatened or pending legal action; (iii) admitting any other person as a Member; or (iv) commencement of any litigation or arbitration proceedings involving the Company and settlement of any such proceedings. In the event that any Member shall fail to respond within ten (10) days to a request for such consent, such Member shall conclusively be deemed to have acquiesced to the proposed action.
(C) Subject to the Majority Approval requirement set forth in Section 6.01 (B), the Manager may execute, for and on behalf of the Company, deeds absolute, mortgages, (including, without limitation, deeds of trust, financing statements, chattel mortgages, pledges, conditional sales contracts, and similar security instruments), leases, contracts, dedications of or easements on all or any part of the Real Property, promissory notes, or other legal documents, all of which instruments when so executed by the Manager shall be valid and binding upon the Company without any liability or obligation on the part of any purchaser, lender, title company or other third party to see the application of any money or property paid or delivered or the authority of the Manager to so act.
Management by Manager. The business and affairs of the Company shall be managed by People’s Choice TV Corp. (the “Manager”). The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company and to perform any and all other acts or activities customary or incident to the management of the Company in the ordinary course of its business. The Manager may be removed by the Member at any time and from time to time, with or without cause, and the Member may appoint another person (including the Member) to serve as Manager of the Company.
Management by Manager. The affairs of the Company shall be managed by a manager. The manager shall have authority to make all decisions with respect to the Company as provided in Section 7. The manager shall have authority to execute documents on behalf of the Company, and the signature of the manager on behalf of the Company shall be binding on the Company. The member in the capacity of member shall not have authority to bind the Company.
Management by Manager. Except as otherwise limited by this Agreement, the Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise; provided, however, that the Company may, at its election, appoint one or more officers to exercise its rights under this Agreement. The Manager shall be entitled to make all decisions and take all actions for the Company, and the Manager has the authority to bind the Company.
Management by Manager. Management of the LLC is vested in a Manager and not in the Member. The Manager shall be elected by the Member. The Manager may exercise all such powers of the LLC and do all such lawful acts and things as may be done by a manager of a limited liability company under the Act.
Management by Manager. The Company shall be managed by RSI Communities LLC, a Delaware limited liability company (and each successor as manager appointed in accordance with this Agreement, being referred to herein as a “Manager”), which shall have the power and authority to: (i) make all decisions on behalf of the Company and all actions to be taken on behalf of the Company shall be made or taken by the Manager and no other person shall have the power or authority under this Agreement to make any decisions or take any actions on behalf of the Company; and (ii) execute and/or deliver, in furtherance of the Company business, any deed of trust, promissory note, ▇▇▇▇ of sale, contract or other instrument purporting to convey, exchange or encumber any Company asset, provided that the Manager may appoint one or more individuals as officers of the Company. Any number of offices may be held by the same person. Each officer shall hold office at the pleasure of the Manager until his or her successor is appointed. Any officer may be removed, with or without cause, at any time by the Manager. The Manager shall not be removed and its duties shall not be limited by any action taken by or on behalf of any other Member, other than upon the written vote of the Member. Upon any such removal of the Manager, upon the resignation of the Manager or upon a Manager’s ceasing to act as a Manager for any other reason, a successor Manager shall be appointed by the Members, including any successor trustee who has become a member pursuant to Article V below.
Management by Manager. (a) Except for situations in which the approval of the Members is required by this Agreement or by non-waivable provisions of applicable law, and subject to the provisions of Section 6.02, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager, which the Members agree that, as of the date hereof, is USCC FLORIDA ACQUISITION, or a representative selected by USCC FLORIDA ACQUISITION ; and (ii) the Manager may make all decisions and take all actions for the Company not otherwise provided for in this Agreement including, without limitation, the following:
(i) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder;
(ii) establish locations for the facilities to deliver PET Imaging Services and the route locations for the mobile PET centers.
(iii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements;
(iv) maintaining the assets of the Company in good order;
(v) overseeing the billing of services of the Company and collecting sums due the Company;
(vi) to the extent that fluids of the Company are available therefore, paying debts and obligations of the Company;
(vii) acquiring, utilizing for Company purposes, and Disposing of any asset of the Company;
(viii) borrowing money or otherwise committing the credit of the Company for Company activities in an amount not to exceed $50,000 in the aggregate outstanding at any one time on a secured or unsecured basis, or refinance or modify any loan to the Company which affects the assets of the Company or make voluntary prepayments or extensions of debt;
(ix) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants;
(x) obtaining insurance for the Company;
(xi) determining distributions of Company cash and other property as provided in Section 5.02; and
(xii) establishing a seal for the Company. The Members agree that the Company Manager shall:
(i) execute on behalf of the Company, Mobile PET imaging services agreements and such other documents as are nece...
Management by Manager. The Fund shall be managed exclusively by the Manager and the Manager shall devote such time to the business and affairs of the Fund as it deems reasonably necessary. The Fund shall not have any of its own employees. No Member shall take part, or have the right or power to take part, in the control or management of the business of the Fund, nor shall any Member have any right or authority to act for or bind the Fund.