Manager Authority Clause Samples

Manager Authority. Any elections or other decisions relating to allocations for federal, state and local income tax purposes shall be made by the Manager in any manner that reasonably reflects the purpose and intent of this Agreement. Allocations pursuant to this Section 4.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Holder's Capital Account or share of profits, losses, other items or distributions pursuant to any provisions of this Agreement.

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject to Section 7.4 and Section 8.2, if required) and those required or appropriate to the management of the Company’s business, which, by way of illustration but not by way of limitation, shall include the right, authority and power to cause the Company to: 7.3.1 Acquire, hold, operate, sell, exchange and otherwise dispose of the Business; 7.3.2 Plan, manage and coordinate the Business, obtain all necessary licenses, permits and entitlements in connection therewith, and enter into any contracts and agreements with any Affiliates or third parties to perform any services for the Business; 7.3.3 Borrow money, and, if security is required therefor, pledge or mortgage or subject Property to any security device, obtain replacements of any mortgage or other security device and prepay, in whole or in part, refinance, increase, modify, consolidate or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Company and the Business; 7.3.4 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company’s business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company, the Business and the Manager, including errors and omissions insurance, for the conservation of the assets of the Company or for any purpose convenient or beneficial to the Company or the Business; 7.3.5 Employ Persons, who may be Affiliates of the Manager, in the operation and management of the business of the Company; 7.3.6 Prepare or cause to be prepared reports, statements and other relevant information for distribution to the Members; 7.3.7 Open accounts and deposit and maintain funds in the name of the Company in banks, savings and loan associations, “money market” mutual funds and other instruments as the Manager may deem in its discretion to be necessary or desirable; 7.3.8 Cause the Company to make or revoke any of the elections referred to in the Code (the Manager shall have no obligation to make any such elections); 7.3.9 Select as the Company’s accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service (the Company initially intends to adopt the calendar y...

Manager Authority. The Manager shall have the authority to monitor the activities of the 14 Members and the Participating Vessels and to take other similar actions as may be necessary to 15 ensure compliance by the Members and their Permits and Participating Vessels with Sector 16 requirements and bylaws, as well as applicable laws, rules and regulations 17 To enforce this all Sector rules the Manager has the authority to impose “stop fishing” orders and 18 issue penalties as set forth in the Schedule of Penalties. The Manager shall also act as the liaison 19 between GARFO and the Sector.

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject only to Section 7.4) and those required or appropriate to the management of the Company's business, which, by way of illustration but not by way of limitation, shall include the right, authority and power to cause the Company to: 7.3.1 Acquire, hold, develop, lease, rent, operate, sell, exchange, subdivide and otherwise dispose of Property including the Mortgaged Premises; 7.3.2 Borrow money, and, if security is required therefor, to pledge or mortgage or subject Property to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, con solidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Company; 7.3.3 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company's business and purpose; 7.3.4 Employ persons in the operation and management of the business of the Company; 7.3.5 Prepare or cause to be prepared reports, statements, and other relevant information for distribution to the Members; 7.3.6 Open accounts and deposits and maintain funds in the name of the Company in banks, savings and loan associations, "money market" mutual funds and other instruments as the Manager may deem in its discretion to be necessary or desirable; 7.3.7 Cause the Company to make or revoke any of the elections referred to in the Code (the Manager shall have no obligation to make any such elections); 7.3.8 Select as its accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service (the Company initially intends to adopt the calendar year); 7.3.9 Determine the appropriate accounting method or methods to be used by the Company; 7.3.10 Require in any Company contract that the Manager shall not have any personal liability, but that the person or entity contracting with the Company is to look solely to the Company and its assets for satisfaction; 7.3.11 Lease personal property for use by the Company; 7.3.12 Establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.13 Represent the Company and the Members as "tax matters partner" within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax tre...

Manager Authority. The Manager shall have the authority (i) to monitor 19 the activities of the Members and the Participating Vessels and to take other similar 20 actions as may be necessary to ensure compliance by the Members and their Permits and 21 Participating Vessels with this Agreement and other Sector requirements as may be 22 adopted under the terms of this Agreement or the Sector’s Bylaws, as well as applicable 23 laws, rules and regulations, and (ii) subject to the authority and direction of the Board or 24 a committee delegated thereby pursuant to this Agreement, the Sector’s Bylaws or any 25 other agreement relating to the Sector’s internal governance, to enforce this Agreement, 26 including specifically, without limitation, the authority to impose “stop fishing” orders 27 and penalties as set forth in the Schedule of Penalties (as hereinafter defined). The 28 Manager shall also act as the liaison between NMFS and the Sector.

Manager Authority. The Manager shall have the authority (i) to monitor 19 the activities of the Members and the Participating Vessels and to take other similar 20 actions as may be necessary to ensure compliance by the Members and their Permits and 21 Participating Vessels with this Agreement and other Sector requirements as may be 22 adopted under the terms of this Agreement or the Sector’s Bylaws, as well as applicable 23 laws, rules and regulations, and (ii) subject to the authority and direction of the Board or

Manager Authority. The Manager have the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company except the following actions, which shall be reserved to the Member: (a) The admission of an additional Member; (b) The change in the purpose of the Company; (c) The approval of a merger, conversion or the application of any statute (the application of which is elective) to the Company; (d) The sale, exchange, or other disposition of all, or substantially all, of the property other than in the ordinary course of the Company’s business; and (e) The amendment of this Operating Agreement.

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject to Section 7.3 and Section 8.2, if required) and those required or appropriate to the management of the Fund’s business, which, by way of illustration but not by way of limitation, shall include the right, authority and power to cause the Fund to: 7.2.1 Take all actions as the purchaser of the Investments either directly or through special purpose entities; 7.2.2 Enter into any limited liability company agreement, partnership agreement or other operating agreement with a joint venture partner; 7.2.3 Acquire, hold, develop, lease, rent, operate, sell, exchange, subdivide and otherwise dispose of Property including the Investments; 7.2.4 Borrow money, and, if security is required therefor, to pledge or mortgage or subject assets of the Fund to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Fund;

Manager Authority. 10 7.4 Restrictions on Manager's Authority............................ 12 7.5 Responsibilities of the Manager................................ 13 7.6