Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies of the Company shall be vested in the Manager. The Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Manager or the Company as it may deem appropriate. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Manager with respect to the management of the business of the Company, on the one hand, and its officers and agents, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, the Manager shall have full power and authority to do, and to direct its officers and agents to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.6 and to effectuate the purposes set forth in Section 2.4. Without in any way limiting the foregoing, the Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties:
Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies of the Company shall be vested in the Manager. The Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Manager or the Company as it may deem appropriate. Without limiting the foregoing, the Manager shall also have the power at any time in its sole discretion to appoint a board of managers or directors of the Company and the Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such board as it may deem appropriate. If at any time the Manager delegates any or all of its rights and powers in accordance with this Section 5.1, any such delegate shall be entitled to all of the rights, and privileges of, and afforded the same protections as, the Manager as set forth in this Agreement, including, without limitation, those set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, and 8.5. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Manager with respect to the management of the business of the Company, on the one hand, and its officers and agents, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, the Manager shall have full power and authority to do, and to direct its officers and agents to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.6 and to effectuate the purposes set forth in Section 2.4. Without in any way limiting the foregoing,...
Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies of the Company shall be vested in the Manager. The Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Manager or the Company as it may deem appropriate. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, the Manager shall have full power and authority to do, and to direct its officers and agents to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.6 and to effectuate the purposes set forth in Section 2.4. Without in any way limiting the foregoing, the Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties:
Power and Authority of the Manager. Except to the extent otherwise provided in this Agreement (including, but not limited to, Section 5.4 hereof) or required by the non-waivable provisions of the Act, the Manager shall have the full and exclusive right, power, authority, discretion and responsibility to manage, control, administer, direct and operate the business and affairs of the Company and to make all decisions and to take all actions for and on behalf of the Company necessary, convenient, desirable, appropriate or incidental in or to the furtherance of the purposes, business and objectives of the Company, including, without limitation, the right, power and authority to:
Power and Authority of the Manager. The Manager shall (i) exercise complete and exclusive control of the management of the Company’s business and affairs, and (ii) have the right, power and authority on behalf of the Company, and in its name, to exercise all of the rights, powers and authorities of the Company under the Act. The initial Manager of the Company shall be the Class A Member and as an authorized person within the meaning of § 18204 of the Act, is hereby authorized to sign, deliver and file, or cause the execution, delivery and filing of, any amendments to and/or restatements of the Certificate of Formation and any other certificates (and any amendments thereto and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.
Power and Authority of the Manager. 16 5.4.Limitations on Authority of the Manager.17 5.5.Limitation on Authority of Members.18 5.6.Duties, Obligations and Liability of Manager.19 5.7.Resignation or Removal of Manager.20 5.8.Filling Vacancy in Manager Position.21 5.9.Officers.21 5.10.Compensation and Reimbursement.21 5.11.Transactions with Affiliates.21 5.12.Approval or Ratification by Members.22 5.00.Xxxxxxxx Plan.22 5.14.Right to Rely on Manager.22 5.15.Indemnification.23
Power and Authority of the Manager. In accordance with Section 13.1 of the ECT Trust Indenture, and subject to and in accordance with the terms, conditions and limitations herein contained (including Section 2.06), the Manager is hereby delegated by the ECT Trustees and, to the extent applicable or required, granted by ECT, full and absolute right, power and authority during the Term to provide, for and on behalf of ECT, all services required to be provided by it hereunder to ECT and to take and do, for and on behalf of ECT, in connection with the provision of all such services (as aforesaid), all such actions and all such things which the Manager deems appropriate, in its sole discretion, in connection with the provision of such services, including the right, power and authority to execute and deliver all contracts, leases, licenses, and other documents, instruments and agreements, and to make all applications and filings with any Governing Authorities, and to take such other actions as the Manager considers appropriate in connection with the Business, in the name of and on behalf of ECT. No Person shall be required to determine the authority of the Manager to give any undertaking or enter into any commitment on behalf of ECT.
Power and Authority of the Manager. Without limiting the generality of this Section 6.01, except as otherwise specifically provided in this Agreement, the Members hereby delegate to the Manager all necessary powers to manage and carry out the purposes, business, property and affairs of the Company, including, without limitation, the power to:
Power and Authority of the Manager. Management of the business and affairs of the Company shall be vested in one or more Managers. Woodmont is hereby appointed as the Manager. So long as there is only one Manager, all references herein to “Managers” shall refer solely to such single Manager. Woodmont may designate a substitute Manager at any time and may appoint one or more additional Managers at any time. Except as otherwise specifically provided in this Agreement, the Managers shall have all rights and powers and shall make all decisions affecting the Company in furtherance of the Company’s purposes, and shall have the exclusive responsibility for the management, operation and control of the business and affairs of the Company. Subject to the foregoing, the Manager shall have full power granted to managers under the Act to carry out any and all objects and purposes of the Company and to perform all acts and execute and deliver all agreements, instruments and other documents which it, in its sole discretion, may deem necessary or advisable. In addition to the powers and authority expressly conferred upon the Manager by this Agreement, the Manager may exercise all such powers of the Company and do all such lawful acts and things as are not by law, the Certificate of Formation of the Company or this Agreement directed or required to be exercised or done by the Members.
Power and Authority of the Manager. The Company shall be managed by its sole Manager. The Manager shall take all action which may be necessary or appropriate for the continuation of the Company's valid existence as a limited liability company under the laws of the State of New York and for the maintenance and operation of the Company's Business activity in accordance with the provisions of this Agreement and applicable laws and regulations, including the LLC law. The Manager shall at all times act in good faith and exercise due diligence in all activities relating to the conduct of the Company's Business activity. However, no transaction with the Company shall be voidable solely because Telergy has a direct or indirect interest in the transaction if the transaction is fair to the Company. The Manager shall provide updates on all significant business and financial activities of the Company at each quarterly meeting of the Members. The Manager shall annually adopt revisions to the Business Plan of the Company as may be necessary and appropriate and shall address the revisions with the Members at the regular meeting of Members held during the second calendar quarter of each Fiscal Year. Such revisions of the Business Plan shall update the budget projections and the business objectives.
