Rights, Powers and Authority of the Manager Clause Samples

Rights, Powers and Authority of the Manager. Subject to the provisions of this Agreement and the requirements of applicable law, the Manager agrees to provide the investment services and management services set forth on Annex C, and the Manager shall possess and may exercise full and exclusive right, power and authority to manage and conduct the business and affairs of the Company and to take such actions for and on behalf of the Company as the Manager may reasonably determine to be necessary, appropriate, advisable or convenient to carry on its business and realize its objective, including causing the Company to enter into agreements or otherwise transact business with such broker-dealers (including “prime brokers”), banks, other financial institutions, investment managers, investment advisers, custodians, administrators, legal counsel, accountants, auditors, appraisers, placement agents, consultants, other service providers and counterparties as the Manager may select from time to time, on such terms and subject to such conditions as the Manager may determine, and regardless of whether such service providers or counterparties are Manager Associates (subject to Section 3.5(e)). (a) The Manager shall be required to devote only such business time and attention to the conduct of the business and affairs of the Company as the Manager may deem necessary or advisable. The Manager Associates shall be free to devote such time and attention as they may determine to other clients. (b) For the avoidance of doubt and without limiting the generality of the powers conferred upon it by Section 3.2(a), the Manager is expressly authorized to do the following for or on behalf of the Company, without obtaining the Members’ consent: (i) make all investment and trading decisions with respect to the acquisition and disposition (including short sales) of Company assets, and all other manner of investments, including exercising any right of the Company with respect to any asset; (ii) incur all manner of obligations as well as guarantee the obligations of any other Person; (iii) sign contracts, checks, drafts, and other orders for the payment of Company funds; (iv) own, lease, sell, assign, or otherwise dispose of any assets, property and liabilities on terms and conditions as the Manager may determine; (v) open, maintain, and close one or more accounts (including bank, brokerage, margin and clearing accounts) and enter into arrangements to self-clear transactions with financial and commercial institutions (including cleari...
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Related to Rights, Powers and Authority of the Manager

  • Powers and authority It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

  • Organization and Authority of the Purchaser The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

  • 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.

  • 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.