Powers and Duties of Manager Clause Samples
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Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties which, except as provided in Section 9.1, shall be discharged in accordance with adopted Programs and Budgets:
(a) The Manager shall manage, direct and control Operations.
(b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.
(c) The Manager shall: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all liens and encumbrances, except for those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic’s or materialmen’s liens which shall be released or discharged in a diligent manner, or liens and encumbrances specifically approved by the Management Committee.
(d) The Manager shall conduct such title examinations and cure such title defects as may be advisable in the reasonable judgment of the Manager.
(e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant’s sales revenue or net income. If authorized by the Management Committee, the Manager shall have the right to contest in the courts or otherwise, the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the nonpayment of any taxes, assessments or like charges; and (iii) shall do all other acts reasonably necessary to maintain the Assets.
(f) The Manager shall: (i) apply fo...
Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets.
(a) The Manager shall manage, direct and control Operations, and shall prepare and present to the Management Committee proposed Programs and Budgets as provided in ARTICLE IX.
(b) The Manager shall implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement.
(c) The Manager shall use reasonable efforts to: (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances; (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee.
(d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment.
(e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may dee...
Powers and Duties of Manager. The Manager shall have the following powers and duties:
(a) The Manager shall manage, direct and control Operations, including preparing any Programs and Budgets pertaining to the Properties as it deems advisable from time to time.
(b) The Manager may make any expenditures funded by Kazco and contemplated by a Budget or necessary to carry out Programs as it deems advisable from time to time.
(c) The Manager may amend Budgets and Programs as it deems advisable from time to time.
(d) The Manager may conduct such title examinations of the Properties and cure such title defects pertaining to the Properties as may be advisable in its reasonable judgment.
(e) The Manager may: (i) make or arrange for all payments required by leases, licenses, permits, contracts and other agreements related to the Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant’s sales revenue or net income and taxes, including production taxes, attributable to a Participant’s share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; and (iii) do all other acts reasonably necessary to maintain the Assets.
(f) The Manager may: (i) apply for all necessary permits, licenses and approvals; (ii) take actions as may be appropriate to comply with all Laws; and (iii) prepare and file all reports or notices required for or as a result of Operations.
(g) The Manager may prosecute, defend and initiate as it considers appropriate, all litigation or administrative proceedings arising out of Operations.
(h) The Manager may obtain and maintain insurance for itself and the other Participants.
(i) The Manager may dispose of Assets, whether by abandonment, surrender, or Transfer in the ordinary course of business.
(j) The Manager shall have the right to carry out its responsibilities hereunder through agents, Affiliates or independent contractors.
(k) The Manager shall keep and maintain all required accounting and financial records in accordance with customary cost accounting practices in the mining industry.
(l) The Manager may undertake all other activities reasonably necessary to fulfill the foregoing.
Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties:
Powers and Duties of Manager. (a) Without limiting the generality of Section 5.1, but subject to the limitations set forth in Section 5.4, the Manager shall have the power and authority, on behalf of the Company to:
(i) Cause the Company to pay all required taxes, rents, assessments and other obligations of the Company;
(ii) On behalf of the Company, execute and supervise contracts to be entered into by the Company and execute all other 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 the Company's property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company;
(iii) Borrow money for the Company from banks, other lending institutions, Members, or Affiliates of Members in accordance with this Agreement or on such terms as may be approved by the Members, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except to the extent expressly provided in this Operating Agreement or as approved by the Policy Board;
(iv) Purchase liability and other insurance to protect the Company's property and business;
(v) Invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; and
(vi) Take any action and do and perform all other acts which (A) are necessary or appropriate to the conduct of the Company's business, including all actions necessary to fulfill the Company's obligations to maintain the development of the Project, but (B) do not require approval of the Policy Board under this Operating Agreement, unless such action or acts are specifically authorized by the Budget or the Annual Operating Plan.
(b) The Manager shall be responsible for and hereby covenants that:
(i) as Tax Matters Partner, it will provide: (A) notice of each Member's name, address and profits interest to be furnished to the Service in accordance with Section 6223(c) of the Code, provided the Tax Matters Partner has knowledge of such Member's name, address and profits interest, (B) notice of all administrative and judicial proceedings for the adjust...
Powers and Duties of Manager. Subject to the terms and provisions of this Agreement, the Manager shall have the following powers and duties, which shall be discharged in accordance with adopted Programs and Budgets:
(a) the Manager shall conduct, manage, direct and control operations, including exploration operations and the preparation of proposed Programs and Budgets;
(b) the Manager shall make all Expenditures necessary to carry out adopted Programs;
Powers and Duties of Manager.
(a) The Trustee hereby delegates to the Manager the exclusive power and sole responsibility to manage the business and affairs of a Fund. The Manager shall have the powers and duties expressly provided for herein, including the power to further delegate the administration of a Fund, where in the discretion of the Manager, it would be in the best interest of a Fund to do so.
(b) For greater certainty, it is hereby confirmed that the Trustee shall have no responsibility for investment management of the securities or other Fund Property of a Fund or for any investment decisions or for compliance with any investment policy or principle regardless of whether such policy or principle is set out in a supplemental agreement.
Powers and Duties of Manager. General duties
(1) Subject as provided in this Deed the Manager shall be responsible for and shall have full and unrestricted authority to do all such acts and things as may be necessary or requisite for the proper management of the Development (save and except the Government Accommodation) and in particular the following :- Inspection (a) to inspect at reasonable intervals the Common Areas and the Common Facilities and, if the Manager shall think fit, at reasonable times with reasonable prior notices given the interior of the Units. Maintenance (b) to put in hand all works necessary to maintain the Development including the Common Areas and the Common Facilities and the foundation to ensure that the Development is maintained in a good, clean and safe condition. Owners' and Occupiers' obligations to repair (c) to request all Owners or occupiers of the Units to maintain their respective Units in a satisfactory manner and in the event of default by any such Owners or occupiers, the Manager may (but without being obliged to) put in hand any necessary maintenance in cases of emergency and to recover the cost therefor from the defaulting Owner or occupier. To maintain exterior (d) to maintain as appropriate the exterior and the landscaping of the Development and the Common Areas at reasonable intervals. To replace glass, (e) (i) to replace any broken glass in the Common Areas. metal grille or shutter or gate (ii) to remove metal grille or shutter or gate erected affixed installed or attached in or on or at the entrance or entrances of any Unit which shall in any way contravene the regulations of the Fire Services Department or other authorities and/or which may in any way impede the free and uninterrupted passage over through and along any of the Common Areas. To provide lighting (f) to keep all the Common Areas well lighted. To keep good ventilation (g) to keep in good repair the ventilation of all enclosed Common Areas. To clean (h) to keep the Development and all parts thereof in a clean sanitary and tidy condition. To remove refuse (i) to remove all refuse from the Development and arrange for its disposal at regular intervals and to maintain refuse collection facilities to the satisfaction of the Director of Food And Environmental Hygiene. To prevent obstruction (j) to prevent the obstruction of the Common Areas and to remove any obstruction. To clear sewers (k) to keep all the common sewers, drains, watercourses and pipes clear. To keep Common Facilities i...
Powers and Duties of Manager. 6 9.3 Standard of Care; Indemnification...................................... 8 9.4 Resignation; Deemed Offer to Resign.................................... 9 9.5
Powers and Duties of Manager. 5.1 Subject to the provisions of the Building Management Ordinance, the management of the Land and the Development shall be undertaken by the Manager for an initial period of two (2) years from the date of this Deed and shall continue until terminated as provided under Clause 4.1 of this Deed and each Owner hereby irrevocably APPOINTS the Manager as agent for all Owners in respect of any matter concerning the Common Areas and Facilities duly authorised in accordance with the provisions of this Deed and subject to provisions of the Building Management Ordinance the Manager has the authority to act for and behalf of all Owners in accordance with the provisions of this Deed. In addition to the other powers expressly provided in this Deed, the Manager shall have authority to do all such acts and things as may be necessary or expedient for or in connection with the Land and the Development and the management thereof including in particular but without in any way limiting the generality of the foregoing :-
(a) To demand, collect and receive all amounts payable by Owners under the provisions of this Deed;
(i) To manage, maintain and control the common driveways and parking areas on the Land and the Development and to remove any cars, pedal bicycles, skateboards, motorcycles and other vehicles parked in any area not reserved for parking or loading and unloading or any vehicles parked in any Parking Space without the consent of the Owner or lawful occupier of such Parking Space or any vehicle parked in any Visitor Parking Spaces without payment of charges (if any) therefor and to do all such acts and things as may be necessary to provide unimpeded access thereto by the persons entitled for the time being to the use of such Parking Spaces;
(ii) To manage, maintain and control the use of the Accessible Parking Space, the Visitor Parking Spaces, the Residential Bicycle Parking Spaces and the Residential Loading and Unloading Space and subject to the prior approval of the Owners' Committee (if already formed) or the Owners' Corporation (if formed) to fix reasonable charges for the use thereof PROVIDED THAT all income deriving from the Accessible Parking Space, the Visitor Parking Spaces, the Residential Bicycle Parking Spaces and the Residential Loading and Unloading Space shall form part of the management funds for the Residential Common Areas and Facilities; and
(c) Unless otherwise directed by the Owners' Corporation, to insure and keep insured the Common Areas and ...