Power and Authority of the Managing Member Clause Samples

Power and Authority of the Managing Member. Subject to Section 5.04, the Managing Member (acting on behalf of the Company) shall have the right, power, and authority, to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by the Managing Member to be necessary or appropriate to effectuate the purposes of the Company including, without limitation, the right, power and authority on behalf of the Company to make, execute, assign, acknowledge, and file on behalf of the Company any and all documents or instruments of any kind which the Managing Member may deem necessary or appropriate in carrying out the business and affairs of the Company, including, without limitation, powers of attorney, agreements of indemnification, documents, or instruments of any kind or character, and amendments thereto (and no person, firm or corporation dealing with the Managing Member shall be required to determine or inquire into the authority or power of the Managing Member to bind the Company or to execute, acknowledge, or deliver any and all documents in connection therewith).
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Power and Authority of the Managing Member. The Managing Member shall have all power and authority to carry out the purposes, business and objectives of the Company and shall possess and enjoy all the rights and powers of a “manager” under the Act. Without limiting the generality of the foregoing, the Managing Member is hereby expressly granted the right, power and authority, on behalf of the Company, upon such terms and conditions as it shall deem proper: (a) to cause the Company, or any Subsidiary, to acquire, hold, encumber, develop, redevelop, repair, rehabilitate, renovate, maintain, improve, lease, sell, dispose of and otherwise deal with (i) the Property, (ii) the Company’s interest in any Subsidiary and/or (iii) any real and personal property incidental thereto and in interests therein, and any property, asset or investment received in exchange therefor, including an interest in any Entity to which all or any portion of the Property is Transferred in accordance with this Agreement, as the Managing Member, in its discretion, deems to be necessary or desirable to carry out the purpose of the Company; (b) to cause the Company to form, organize, invest in, own, manage, operate, convert, merge, combine, consolidate, divide, restructure, sell, exchange and otherwise deal with any Subsidiary; (c) to cause the Company to Transfer and/or otherwise deal with any or all of the Company’s interest in any Subsidiary; (d) to borrow money and to authorize any Subsidiary to borrow money, and issue evidences of indebtedness, letters of credit and guaranties in connection with the business and affairs of the Company and/or any Subsidiary, to guaranty the obligations of any Subsidiary, to cause any Subsidiary to guaranty the obligations of the Company, to secure any such borrowings, indebtedness and/or guaranties by Mortgages, pledges or other liens on the Property or any other assets of the Company and/or any Subsidiary, to enter into participating debt arrangements and to authorize any Subsidiary to enter into participating debt arrangements, to enter into convertible debt arrangements and to authorize any Subsidiary to enter into convertible debt arrangements and, without limiting the generality of the foregoing, to enter into, amend, terminate, perform and carry out, on behalf of the Company and/or any Subsidiary, any Mortgage Note, any Mortgage, any Mortgage Loan, any other agreement with respect to the financing or operation, of any or all of the Property and any other agreement or contract which may be n...
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Power and Authority of the Managing Member. Except as otherwise expressly provided in this Agreement, the Managing Member (acting on behalf of the Company) shall have the right, power and authority to manage, operate and control the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by the Managing Member to be necessary or appropriate to effectuate the purpose of the Company as set forth in Section 1.4. Except as otherwise expressly provided in this Agreement or as may be approved by the Managing Member, no Member shall have any authority, right or power, by virtue of being a Member, to bind the Company, or to manage or control, or to participate in the management or control of, the business and affairs of the Company in any manner whatsoever.
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Power and Authority of the Managing Member. Subject to Section 7.5 and Section 7.10, the Managing Member (acting on behalf of the LLC) shall have the right, power, and authority, to manage, operate and control the business and affairs of the LLC and to do or cause to be done any and all acts, at the expense of the LLC, deemed by the Managing Member to be necessary or appropriate to effectuate the purposes of the LLC. Except as otherwise expressly provided in this Agreement or as may be approved by the Managing Member, no Member shall have any authority, right or power, by virtue of being a Member, to bind the LLC, or to manage or control, or to participate in the management or control of, the business and affairs of the LLC in any manner whatsoever. Without limiting the generality of the foregoing but subject to Section 7.5, the Managing Member shall have the right, power and authority on behalf of the LLC: (i) to develop, review and approve annual budgets, policies, operating guidelines, and other operational items for the LLC; and (ii) to elect officers of the LLC in accordance with Section 7.4; and (iii) to arrange for such personnel as may be necessary or convenient to carry out the business and affairs of the LLC; and (iv) to establish such reasonable cash reserves to provide for anticipated expenses of the LLC as the Managing Member determines to be necessary for timely payment of such expenses; and (v) to direct the officers of the LLC to make, execute, assign, acknowledge, and file on behalf of the LLC any and all documents or instruments of any kind which the Managing Member may deem necessary or appropriate in carrying out the business and affairs of the LLC, including, without limitation, powers of attorney, agreements of indemnification, documents, or instruments of any kind or character, and amendments thereto (and no Person dealing with the Managing Member shall be required to determine or inquire into the authority or power of the Managing Member to bind the LLC or to execute, acknowledge, or deliver any and all documents in connection therewith). Except as may be approved by the Managing Member, no Board Member, acting individually, shall have any authority, right or power, by virtue of being a Board Member, to bind the LLC.
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Power and Authority of the Managing Member. The Managing Member of the Company shall have complete and exclusive control over the day-to-day management of the Company's business and affairs, and the Investor Member shall have no right to participate in the management or conduct of the Company's business or affairs nor any power or authority to act for or on behalf of the Company in any respect whatsoever.
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Related to Power and Authority of the Managing Member

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.