Management by the Managing Member Clause Samples

Management by the Managing Member. Except as otherwise specifically set forth in this Agreement, the Managing Member shall be deemed to be a “manager” for purposes of applying the Michigan Act. Except as expressly provided in this Agreement or the Michigan Act, the day-to-day business and affairs of the Company and its Subsidiaries shall be managed, operated and controlled by the Managing Member in accordance with the terms of this Agreement and no other Members shall have management authority or rights over the Company or its Subsidiaries. The Managing Member is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purpose of the Company’s and its Subsidiaries’ business, and the actions of the Managing Member taken in accordance with such rights and powers, shall bind the Company (and no other Members shall have such right). Except as expressly provided in this Agreement, the Managing Member shall have all necessary powers to carry out the purposes, business, and objectives of the Company and its Subsidiaries. The Managing Member may delegate to Members, employees, officers or agents of the Company or any Subsidiary in its discretion the authority to sign agreements and other documents on behalf of the Company or any Subsidiary.

Management by the Managing Member. Subject to Section 6.3, the management of the Company is fully reserved to the Managing Member, and the Company shall not have “managers” as that term is used in the Act. 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 Managing Member, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company.

Management by the Managing Member. Except as otherwise specifically provided in this Agreement or the Act, the business, property and affairs of the Company and its Subsidiaries shall be managed, operated and controlled at the sole, absolute and exclusive direction of the Managing Member in accordance with the terms of this Agreement. No other Members shall have management authority or rights over, or any other ability to take part in the conduct or control of the business of, the Company or its Subsidiaries. The Managing Member is hereby designated as a “manager” within the meaning of Section 18-101(10) of the Act. The Managing Member is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purpose of the Company’s and its Subsidiaries’ business, and the actions of the Managing Member taken in accordance with such rights and powers shall bind the Company (and no other Member shall have such right). The Managing Member shall have all necessary powers to carry out the purposes, business and objectives of the Company. The Managing Member may delegate in its discretion the authority to sign agreements and other documents and take other actions on behalf of the Company to Members, employees, officers or agents of the Company or any Subsidiary.

Management by the Managing Member. JHI shall be the Managing Member of the Company (the “Managing Member”). Subject to such matters which are expressly reserved hereunder to the Members for decision, the full, exclusive right, power and authority to manage the Company is vested in, and reserved to, the Managing Member and the business and affairs of the Company shall be managed by the Managing Member, which shall be responsible for policy setting, approving the overall direction of the Company, and making all decisions affecting the business and affairs of the Company. Subject to such matters which are expressly reserved hereunder to the Members for decision, all decisions to be made by or on behalf of the Company shall be made solely by the Managing Member, acting through its board of directors and officers.

Management by the Managing Member. Except as otherwise expressly set forth in this Agreement, the Managing Member shall be deemed to be a “manager” for purposes of applying the Act. Except as expressly provided in this Agreement or the Delaware Act, the business and affairs of the Company and its Subsidiaries shall be managed, operated and controlled by or under the direction of the Managing Member. The Managing Member is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purposes of the Company’s and its Subsidiaries’ business and affairs, and the actions of the Managing Member taken in accordance with such rights and powers, shall bind the Company (and no other Member shall have such right). Except as expressly provided in this Agreement, the Managing Member shall have, and is hereby granted, the full and complete power, authority and discretion for, on behalf of and in the name of the Company, to take such actions as it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the Company, subject only to the terms of this Agreement.

Management by the Managing Member. (a) Except with respect to matters as to which the Members are required to vote by non-waivable provisions of the Delaware LLC Act or are otherwise entitled to vote pursuant to this Agreement and subject to Section 11.4, (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 Managing Member and (ii) the Managing Member may make or cause to be made all decisions and take or cause to be taken all actions for the Company. (b) The Managing Member shall perform its obligations hereunder with reasonable care, using a degree of skill and attention not less than that which the Managing Member or its Affiliates would exercise (and in any event not less than the degree of care and skill exercised by other similar managers of recognized standing) with respect to comparable assets managed for itself and others having similar investment objectives and restrictions. The Managing Member agrees that its obligations hereunder shall be enforceable by the Company, the Lenders and any trustee or agent on behalf of the Lenders.

Management by the Managing Member. The overall management and control of the business and affairs of the Company shall be overseen by the Managing Member, in the form and manner described below. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the exclusive power and authority to take such action for and on behalf of the Company as the Managing Member shall from time to time deem necessary or appropriate to carry on the Company business and to carry out the purposes for which the Company was organized. The Managing Member shall in good faith use reasonable efforts to extend or renew the Existing Contracts with the respective third party owners and shall cause the Existing Subsidiaries to use good faith efforts to extend or renew the Existing Subsidiary Contracts with the respective third party owners, in each case upon the expiration thereof, and shall not allow or cause, directly or indirectly, Newco or any other affiliate of Newco (other than the Company) to become the Manager of the hotels currently managed under the Existing Contracts.

Management by the Managing Member. The overall management and control of the business and affairs of the Company shall be overseen by the Managing Member, in the form and manner described below. Except as otherwise expressly provided in this Agreement, the Managing Member shall have the exclusive power and authority to take such action for and on behalf of the Company as the Managing Member shall from time to time deem necessary or appropriate to carry on the Company business and to carry out the purposes for which the Company was organized. The Managing Member shall in good faith use reasonable efforts to extend or renew the Existing Contracts (including leases) with the respective third party owners and shall cause the Existing Subsidiaries to use good faith efforts to extend or renew the Existing Subsidiary Contracts (including leases) with the respective third party owners, in each case upon the expiration thereof, shall in good faith use reasonable efforts to provide and promote the ancillary services provided by the Existing Subsidiaries that are not parties to hotel management contracts, and shall not allow or cause, directly or indirectly, Northridge Holdings or any other affiliate of Northridge Holdings (other than the Company) to become the Manager of the hotels currently managed under the Existing Contracts.

Management by the Managing Member. Subject to the other provisions of this Agreement, the Managing Member shall have full, exclusive, and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs, and shall have all of the rights, powers, and obligations of a manager of a limited liability company organized under the Act and otherwise as provided by law. Except as otherwise expressly provided in this Agreement, the Managing Member shall be and hereby is authorized and empowered to do or cause to be done any and all acts determined by the Managing Member to be necessary, advisable, convenient or incidental in furtherance of the purposes of the Company or its subsidiaries, without any further act, approval, or vote of any Person, including any Member, and without limiting the generality of the foregoing, by way of illustration and not by way of limitation, the Managing Member is hereby authorized and empowered from time to time: (a) to perform all normal business functions and otherwise operate and manage the business and affairs of the Company or its subsidiaries, in accordance with and as limited by this Agreement; (b) to acquire, buy, sell, or otherwise hold, invest in, and deal with, in any form or manner, directly or indirectly, ownership interests of the Company or its subsidiaries; (c) to borrow money or engage in other forms of borrowing for any purpose, and for paying expenses and fees; (d) to employ and dismiss from employment on behalf of the Company or its subsidiaries, any and all employees, agents, attorneys, accountants, consultants, custodians of Company or subsidiary assets, transfer agents, or servicing agents, including Persons that may be Members or Affiliates thereof, and to authorize each such agent and employee (who may be designated as an Officer) to act for and on behalf of the Company or its subsidiaries; (e) to enter into, make, and perform on behalf of the Company or its subsidiaries such contracts, agreements, and other undertakings of every kind, and amendments thereto, as it may deem necessary for, or incidental to, the conduct of the business of the Company or its subsidiaries; (f) to establish and maintain one or more bank accounts for the Company or its subsidiaries in such bank or banks as may, from time to time, be designated as depositaries of the funds of the Company or its subsidiaries; (g) to incur on behalf of the Company or its subsidiaries all expenditures permitted by this Agr...