Rights and Powers of Manager Sample Clauses

The 'Rights and Powers of Manager' clause defines the authority and decision-making abilities granted to the manager within an organization or agreement. Typically, this clause outlines the manager's ability to oversee operations, make binding decisions, enter into contracts, and manage assets on behalf of the entity. For example, it may specify that the manager can hire employees, approve expenditures, or represent the company in negotiations. The core function of this clause is to clearly delineate the scope of the manager's authority, thereby preventing disputes and ensuring efficient management by establishing who is empowered to act on behalf of the organization.
Rights and Powers of Manager. Except as may be expressly limited by other provisions of this Agreement, the Manager shall have complete authority over and exclusive control and management of the business and affairs of the Company and shall devote such time to the Company as may be reasonably required for the achievement of its purposes. If not otherwise specifically stated, and except as specifically authorized in Section 1.8, the references to action by the Manager or by the Company shall mean only action as provided in this Section 5.1. In connection with the management of the business and affairs of the Company, the Manager may employ on behalf of the Company any other persons to perform services for the Company, including persons employed by, affiliated with, or related to any Manager. The Manager, inits sole discretion, shall have the fullest power and authority permitted by law, and without limiting its authority and powers, the Manager, shall have the right, if, as and when he deems necessary or appropriate, on behalf of the Company, subject only to the terms and conditions of this Agreement: (a) To acquire, improve, operate, maintain, lease, use and improve (including capital expenditures of, any type) the Property or any other related assets, in such manner and on such terms and conditions as the Manager shall deem necessary or appropriate; (b) To exercise for the Company any and all rights, privileges, and powers available to the Company as holder of any Company property including, without limitation, the refinancing, replacement, renewal, consolidation, extension, modification and creation of encumbrances, mortgages, deeds of trust, deeds to secure debt, security agreements and other secured indebtedness on the Company property or any part thereof, and the modification, cancellation, extension or waiver of instruments, rights, options, and obligations pertaining to or affecting the Company property or any part thereof, all upon such terms and conditions as it deems proper; (c) To borrow money for Company purposes, and in connection with such borrowing to execute promissory notes on behalf of the Company; to mortgage, pledge or otherwise encumber the property and assets held by the Company to secure the obligations of the Company, and in connection with any such mortgage, to grant a confession of judgment on the part of Company and include in such mortgage, pledge or other instrument of security, such provisions as may be required by any lender; (d) To consent to the initial...
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Rights and Powers of Manager. Subject to Section 8.2, the Manager shall have full, exclusive and complete power to manage and control the business and affairs of the Company and shall have all of the rights and powers provided by law to a manager of a manager- managed limited liability company, including the power and authority to execute instruments and documents, to mortgage or dispose of any real property held in the name of the Company, and to take any other actions on behalf of the Company, whether or not such actions are for carrying on the business of the Company in its usual way. The rights and powers of the Manager shall include the right to approve a plan of merger or consolidation of the Company with or into one or more business entities as defined in Section 29-751 of the Act. For convenience and ease of operations, the Manager may also enter into certain contracts and agreements for the benefit of the Company in its own name, which said contracts and agreements may be reflected in the books and records of the Company.
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Rights and Powers of Manager. The Manager’s rights and powers are summarized below: Apply for any licenses, patents, trademarks or copyrights, maintain all filings of patents and licenses on a timely basis, and keep all intangible assets of the Company in good standing; Apply for any EPA registrations, maintain all filings of EPA registrations on a timely basis, and keep all EPA registrations in good standing; Execute any agreements for the manufacture of product from Kinpak, Inc.; Distribute funds to the Members in accordance with the provisions hereof; Negotiate with third parties for the licensing of Odorstar patents; Recommend new business opportunities to partners of Odorstar; Be active in trade associations and attend applicable trade shows; Coordinate sales and purchases of products with joint venture partners; and Approve expenditures as they relate to the Company. Appointment and Tenure of Manager. Manager shall serve until the first of the following occurs: (a) resignation or removal as Manager; (b) such Manager resigns; or (c) the bankruptcy of Manager. A Manager may be removed at any time, by the Member(s) who, individually or in the aggregate, own(s) at least fifty-one percent (51%) of the total Member Interests in which case the replacement Manager shall be appointed by both Member(s).
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Rights and Powers of Manager 
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Related to Rights and Powers of Manager

  • Rights and Powers Creditor may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: (a) Accept in its discretion, but subject to the applicable limitations of Section 8, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor as substitute security for the Note and all other indebtedness secured hereunder; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and (c) Transfer record ownership of the Collateral to Creditor or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 of this Agreement. Any action by Creditor pursuant to the provisions of this Section 3 may be taken without notice to Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 11. So long as there exists no event of default under Section 9 of this Agreement, Borrower may exercise all Member voting rights and be entitled to receive any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, as Creditor deems appropriate. Any remaining cash shall be paid over to the Borrower.

  • POWERS OF MANAGERS Pursuant to Section ▇▇-▇▇-▇▇▇ of the Act, the Managers are authorized: (a) to make all decisions regarding the Company’s operations and legal affairs, including but not limited to: i. the sale, development, lease, or other disposition of the Company's assets; ii. the purchase or acquisition of other assets; iii. the management of all or any part of the Company's assets; iv. the borrowing of money and granting of security interests in the Company's assets; v. the pre-payment, refinancing, or extension of any loan affecting the Company's assets; vi. the compromise or release of any of the Company's claims or debts; and vii. the employment of persons, firms, or corporations for the operation and management of the Company's business; and (b) to execute and deliver: i. all contracts, conveyances, assignments, leases, sub-leases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Company's assets; ii. all checks, drafts, and other orders for the payment of the Company's funds; iii. all promissory notes, loans, security agreements and other similar documents; and iv. all other instruments of any kind relating to the Company's business and affairs.

  • Purpose and Powers of the Company The Company is organized for the purpose of carrying on any lawful activity for which limited liability companies may be formed under the Act. The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company contemplated by this Agreement.

  • Bank Accounts and Powers of Attorney Set forth in Schedule 3.21 is an accurate and complete list showing (a) the name of each bank in which the Company has an account, credit line or safe deposit box and the names of all Persons authorized to draw thereon or to have access thereto, and (b) the names of all Persons, if any, holding powers of attorney from the Company and a summary statement of the terms thereof.

  • Appointment and Powers Subject to the terms and conditions hereof, each of the Secured Parties hereby appoints Norwest Bank Minnesota, National Association as the Collateral Agent with respect to the Series 1993-A Collateral and the related Collateral subsequently specified in a Series Supplement, and Norwest Bank Minnesota, National Association hereby accepts such appointment and agrees to act as Collateral Agent with respect to the Series 1993-A Collateral, and upon execution of any Series Supplement, shall be deemed to accept such appointment, and agree to act as Collateral Agent with respect to such Collateral, in each case, for the Secured Parties, to maintain custody and possession of such Collateral (except as otherwise provided hereunder) and to perform the other duties of the Collateral Agent in accordance with the provisions of this Agreement. Each Secured Party hereby authorizes the Collateral Agent to take such action on its behalf, and to exercise such rights, remedies, powers and privileges hereunder, as the Controlling Party may direct and as are specifically authorized to be exercised by the Collateral Agent by the terms hereof, together with such actions, rights, remedies, powers and privileges as are reasonably incidental thereto. The Collateral Agent shall act upon and in compliance with the written instructions of the Controlling Party delivered pursuant to this Agreement promptly following receipt of such written instructions; provided that the Collateral Agent shall not act in accordance with any instructions (i) which are not authorized by, or in violation of the provisions of, this Agreement, (ii) which are in violation of any applicable law, rule or regulation or (iii) for which the Collateral Agent has not received reasonable indemnity. Receipt of such instructions shall not be a condition to the exercise by the Collateral Agent of its express duties hereunder, except where this Agreement provides that the Collateral Agent is permitted to act only following and in accordance with such instructions.