Authority of the Managers. Subject to the terms and conditions herein provided, during the period of this Agreement the Managers shall carry out the Management Services in respect of the Vessel as agents for and on behalf of the Owners. The Managers shall have authority to take such actions as they may from time to time in their absolute discretion consider to be necessary to enable them to perform the Management Services in accordance with sound ship management practice, including but not limited to compliance with all relevant rules and regulations.
Authority of the Managers. The Managers shall have all of the rights and powers of a manager in a Delaware limited liability company, except as otherwise provided herein.
Authority of the Managers. The Managers shall have all the power and authority to manage and direct the management of, the business and affairs of the Company both ordinary and extraordinary.
Authority of the Managers. Subject to the limitations and restrictions set forth in the Act, the Articles and this Agreement (including, without limitation, those set forth in this Article 4), the Managers shall have the sole and exclusive right to manage the business of the Company and shall have all of the rights and powers which may be possessed by Managers under the Act and the Articles including, without limitation, the right and power, on behalf and in the name of the Company to:
Authority of the Managers. Subject to any provisions of this Agreement which require the consent or approval of one or more Members and any other limitations contained in this Agreement, the Company Manager shall have the exclusive power and authority to manage the business and affairs of the Company and to make all decisions with respect thereto and a Series Manager shall have the exclusive power and authority to manage the business and affairs of such Series and to make all decisions with respect thereto. Except as may be otherwise expressly provided in this Agreement, the Company Manager or applicable Series Manager, as the case may be, or other Persons designated by such Manager, shall be the only Persons authorized to execute documents which shall be binding on the Company or Series. Except as may be otherwise expressly provided in this Agreement, the Members shall not have the power to bind the Company or any Series. To the fullest extent permitted by Delaware law, but subject to any specific provisions hereof granting rights to Members and any other limitations contained in this Agreement, the Managers shall have the power to do any and all acts, statutory or otherwise, with respect to the Company or Series, as the case may be, or this Agreement, which would otherwise be possessed by the Members under the laws of the State of Delaware, and the Members shall have no power whatsoever with respect to the management of the business and affairs of the Company or any Series. Subject to any provisions of this Agreement which require the consent or approval of one or more Members and any other limitations contained in this Agreement (including Section 5.3), the power and authority granted to the Managers hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company or Series, as the case may be, and shall include the power to make all decisions with regard to the management, operations, assets, financing and capitalization of the Company or Series, as the case may be, and all other acts or activities necessary or desirable for the carrying out of the purposes of the Company or Series, as the case may be, including any and all actions that the Company or Series, as the case may be, may take pursuant to Section 2.6 of this Agreement.
Authority of the Managers. The Managers of the Company shall have the power and authority to manage the business and affairs of the Company as set forth in Article III.
Authority of the Managers. (a) In addition to any other rights and powers which the Managers may possess under this Agreement and the Law, the Managers shall, except to the extent otherwise provided herein, have all specific rights and powers required or appropriate to its management of the Company business which, by way of illustration but not by way of limitation, may include the following rights and powers:
Authority of the Managers. Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law and except for actions requiring the approval of a specified percentage of the voting power of the entire board of directors of US Power Generating Company pursuant to Section 9(c) of the Investor Rights Agreement dated as of June 1, 2007 among US Power Generating Company and the other parties named therein, which actions may only be taken by or on behalf of the Company with such approval, and subject to the provisions of this Section 5.1, Section 5.2, Section 5.4 and Section 5.5, (x) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managers and (y) the Managers may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following:
Authority of the Managers. Subject to the terms of this Agreement including, without limitation, the provisions of this Section and Sections 5.6 and 5.10, the Manager(s) shall have the complete and exclusive right, power and authority to manage and control all of the Property and the business and affairs of the Company and are authorized and empowered to represent and bind the Company, and enter into, execute and deliver any contracts, agreements, instruments and documents on behalf of the Company and carry out and implement all of the purposes of the Company. If there is more than one Manager, the rights and powers of the Managers shall be exercised among them as they may agree among themselves, but in the absence of such an agreement or in the event of a deadlock or other task of decision pursuant to such agreement, they shall be bound by the majority vote of the Managers then in office. Notwithstanding Section 5.1, in the event of a deadlock after giving effect to the preceding sentence, the decision in question shall be approved by the affirmative vote or written consent of the Members owning at least a majority of the total Membership Interests. In addition to general management authority, the Manager(s) shall have the following specific rights, powers and authority subject to compliance with the other provisions of this Agreement:
Authority of the Managers. Subject to the terms of this Agreement including, without limitation, the provisions of this Section 5.5, and Sections 5.4, 5.6 and 5.10, the Managers shall have the complete and exclusive right, power and authority to manage and control all of the business, affairs, assets and Property and are authorized and empowered to represent and bind the Company, and enter into, execute and deliver any contracts, Agreements, instruments and documents on behalf of the Company and carry out and implement all of the purposes of the Company. If there is more than one Manager, the rights and powers of the Managers shall be exercised among them as they may agree among themselves, but in the absence of such an agreement or in the event of a deadlock or other task of decision pursuant to such agreement they shall be bound by the majority vote of the Managers then in office. Notwithstanding Section 5.1, in the event of a deadlock after giving effect to the preceding sentence, the decision in question shall be approved by the affirmative vote or written consent of the Members owning at least a majority of the total Membership Interests. If after the foregoing, there is still a deadlock, the Managers shall submit the decision to binding arbitration. Such arbitration shall have one (1) arbitrator and shall not exceed four (4) hours of time, each party having two (2) hours maximum to present their arguments to the arbitrator. The decision of the arbitrator shall be final and binding on the Managers and Members. In addition to the general management authority, each Manager shall have the following specific rights which may be conducted by each Manager (without the consent of, but with prior notice to, the other Manager) in performance of and in connection with their respective tasks and duties set forth in Section 5.4, subject to compliance with the other provisions of this Agreement. To operate, manage, supervise, control and conduct the Business and other affairs of the Company. To employ or engage and compensate Persons in addition to the Manager to manage or operate the Company business and to perform Company administrative services, accounting services, independent auditing services, legal services, and other services, whether discretionary or otherwise, for the benefit of the Company. To contract to buy, acquire, purchase, lease, sell, sell, exchange, grant any option on, or otherwise transfer or dispose of any Property or any portion thereof or any interest therein. To ope...
