Power and Authority of Manager Clause Samples
The "Power and Authority of Manager" clause defines the scope of decision-making and operational powers granted to the manager within an organization or business entity. Typically, this clause outlines the manager's ability to enter into contracts, manage assets, hire employees, and oversee day-to-day operations on behalf of the company. By clearly delineating these powers, the clause ensures that the manager can act efficiently and with legal backing, while also providing clarity to other stakeholders about the manager's role and limitations, thereby reducing the risk of disputes or unauthorized actions.
Power and Authority of Manager. Except as explicitly set forth in this Agreement, the Manager, as appointed pursuant to Section 3.1(h) of this Agreement, shall have full power and authority to do, and to direct the Officers to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company and each Series, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, in each case without the consent of the Economic Members, including but not limited to the following:
(a) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Interests, and the incurring of any other obligations;
(b) the making of tax, securities, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company or any Series (including, but not limited to, the filing of periodic reports on Forms 1-K, 1-SA and 1-U with the U.S. Securities and Exchange Commission), and the making of any tax elections;
(c) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or any Series or the merger or other combination of the Company or any Series with or into another Person;
(d) the acquisition, procurement, storage, preservation, protection, consignment, lending, showing, appraising, authenticating, or other use, management, or administration, without limitation, of the assets of the Company or any Series, directly or through contract or appointment of affiliated or third-party vendors, consultants, advisors, or asset managers;
(e) the use of the assets of the Company (including cash on hand) for any purpose not inconsistent with the terms of this Agreement, including (i) the financing of the conduct of the operations of the Company and the repayment of obligations of the Company, (ii) the financing of the conduct of the operations of such Series and the repayment of obligations, if any, of such Series, and (iii) the loan, consignment, display, storage, preservation, protection, and monetization of any Series Asset with or by any third-party, with or without consideration;
(f) the negotiation, execution and performance of any contracts, conveyances or other instrument...
Power and Authority of Manager. The Company shall be managed by one or more Managers (“Manager” or “Managers”). The Manager need not be a Member of the Company. The Manager shall be appointed by Parsley Energy Operations, II, LLC, a Delaware limited liability company (“PEO II”), and, subject to Section 5.2 below, will hold office until his successor, if any, is elected and qualified. As of the Effective Date, the sole Manager is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Except as otherwise expressly provided elsewhere in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in the Manager, and the Members shall have no right of control over the business and affairs of the Company. In addition to the powers now or hereafter granted to managers under the Act or which are granted to the Manager under any other provision of this Agreement, the Manager shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company in the name of the Company. Any action of the Manager that is authorized by law or by this Agreement may be taken by proxy (which proxy must be revocable at any time), and any action taken by proxy on behalf of the Manager shall have the same force and effect as if the Manager had taken such action directly.
Power and Authority of Manager. Subject to and in accordance with the requirements of all applicable laws and the terms, conditions and limitations herein contained (including Section 2.5), the Manager is hereby granted by Nova power and authority during the Term to provide, for and on behalf of Nova, and the other members of the Nova Group, all of the Services and to take and do, for and on behalf of Nova and the other members of the Nova Group, in connection with the provision of all such Services, all such actions and all such things which the Manager deems appropriate, after consultation with Nova management reasonably appropriate for the decision to be made, in connection with the provision of such services, including (if and as permitted by applicable law) the right, power and authority to execute and deliver all contracts, leases, licenses documents, instruments and agreements, and to make all applications and filings with any Governmental Authorities, and to take such other actions as the Manager considers appropriate in connection with the business of Nova, and the other members of the Nova Group, in the name of and on behalf of ▇▇▇▇ and the other members of the Nova Group. No Person shall be required to determine the authority of the Manager to give any undertaking or enter into any commitment on behalf of Nova or the other members of the Nova Group.
Power and Authority of Manager. Subject to the limitations and restrictions set forth in the Act and in Section 6.3 of this Agreement, or elsewhere in this Agreement, the Co-Managers, only when they both agree, shall have the exclusive right to manage the ordinary and routine operations of the Company and shall have all of the rights and powers, on behalf and in the name of the Company, to:
(a) Pay taxes, insurance, utilities, and related ordinary and rountine costs related to the Company;
(b) Maintain the existing access roadway over the Company’s property; ;
(c) Conduct the Company’s ordinary and routine business, or delegate the conduct thereof, and exercise the powers granted by this Agreement;
(d) Transact any other lawful, ordinary and routine business not inconsistent with the Act and this Agreement; and
(e) Execute this Agreement and bind Company hereto.
Power and Authority of Manager. Other than as otherwise expressly provided in this Agreement or any Series Agreement with respect to such Series, the Manager has the absolute, exclusive, and complete right, power, authority, and responsibility vested in or assumed by a manager of a limited liability company under the Act and as otherwise provided by applicable law, including those powers necessary or convenient to make all decisions regarding the business of the Company and to take the actions specified in this Agreement, and the Manager is hereby vested with absolute, exclusive, and complete right, power, and authority to operate, manage, and control the affairs of the Company and its Series and to carry out the business of the Company and its Series. The Manager need not be a Member of the Company or a Series Member of such Series. Without limiting the foregoing or any other rights of the Manager in this Agreement or any Series Agreement, the Manager has the authority to bind the Company and its Series to any obligation consistent with the provisions of this Agreement and any applicable Series Agreement and has the exclusive power and is authorized to do any or all of the following, in its sole and absolute discretion, from time to time:
(a) prepare and give reports of operations of the Company or any Series;
(b) supervise and manage the Company's and its Series' business and affairs;
(c) enter into, execute, and perform, in the Company's or any Series' name, any contracts, agreements, notes, or other documents as necessary or desirable in the Manager's sole discretion in connection with the operation of the Company or any Series;
(d) borrow money, on the Company's or a Series' credit, for use in the Company's or its Series' business, from banks, other lending institutions, other Members or Series Members, or the Manager, on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber, and grant security interests in Assets of a Series to secure repayment of the borrowed sums;
(e) execute on behalf of Company or a Series all instruments and documents, including, without limitation, checks, drafts, notes, and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage, or disposition of property, assignments, allonges, releases of deed, contracts of deed, bills of sale, leases, and any other instruments or documents necessary, appropriate, convenient, advisab...
Power and Authority of Manager. Except as otherwise provided in this Operating Agreement or required under the Act, any and all decisions and actions concerning the business and affairs of the Company shall be made by the Manager alone. Except as otherwise provided in this Operating Agreement or required under the Act, the Manager has the sole power and authority, on behalf of the Company, to make all decisions and to take all actions necessary or convenient to carry out the Company’s business and affairs.
Power and Authority of Manager. Except as specifically provided in Section 5.3 and elsewhere in this Agreement. the Manager shall have the power and authority on behalf of the Venture to manage, control, administer and operate the business. affairs and properties of the Venture and to do or cause to be done any and all acts deemed by the Manager to be necessary or appropriate thereto, and the scope of such power and authority shall encompass all matters in any way connected with such business or incident thereto, including but not limited to, the power and authority;
(a) to acquire Leases, to market and sell assembled leasehold positions to third parties, to package materials pertinent to such effort and otherwise act for, in the name of and on behalf of the Venture with respect to such Lease in accordance with the terms of this Agreement;
(b) to purchase or otherwise acquire, hold, exchange, lease, improve, operate, or let any interest(s) in other related real or personal property of any kind, character and description;
(c) to enter into and execute all contracts and other agreements and any and all other instruments or documents considered by the Manager to be necessary or appropriate to carry on and conduct the business of the Partnership, for such consideration and on such terms as the Manager in its sole discretion may determine;
(d) to employ on behalf of the Venture, agents, employees, accountants, lawyers, brokers, consultants and all other professionals, clerical help and such other assistance and services as the Manager may deem proper and to pay thereof or such remuneration as the Manager may determine to be reasonable and appropriate;
(e) subject to obtaining the consent of a majority in interest of the Participants pursuant to Section 5.3. to borrow monies for the business of the Venture and from time to time to draw, make, execute and issue promissory notes or other negotiable or non-negotiable instruments and evidences of indebtedness; to secure the payment of the sums so borrowed and to mortgage, pledge, or assign in trust all or any part of the property of the Venture; to assign any monies owing or to be owing to the Venture; and to engage in any other means of financing;
(f) to enter to any agreements for sharing of profits, joint venture or partnerships with any person, firm, corporation, government or agency thereof engaged in any business or transaction which the Venture is authorized to engage in, or in any business or transaction capable of being conducted so as to...