By Managers Clause Samples
The "By Managers" clause designates that certain actions, decisions, or authorizations within an agreement must be carried out or approved specifically by the managers of a company or entity. In practice, this means that only individuals holding the title or authority of manager are empowered to execute documents, make binding decisions, or oversee particular operations as outlined in the contract. This clause ensures that responsibility and authority are clearly assigned, preventing unauthorized personnel from acting on behalf of the organization and thereby reducing the risk of disputes or invalid actions.
By Managers. In accordance with Section 18-402 of the Act, management of the Company is vested in the Board of Managers. Each Manager is hereby designated as a “manager” of the Company within the meaning of the Act. Subject to any nonwaivable provisions of applicable law and compliance with any provisions of this Agreement requiring the approval of one or more Members for certain matters, the Board of Managers shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters and to perform any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein or customary or incident to the management of the Company’s business.
By Managers. The Managers may not amend or repeal the provisions of this Operating Agreement.
By Managers. The Managers may terminate this Agreement with respect to all (but not less than all) of the Facilities by reason of any of the following ("Event of Default"): (i) failure of Owners to fund an Operating Deficit in accordance with Section 8.3 within fifteen (15) days after written notice to the Owner that payment has not been paid when due; or (ii) the Owner otherwise breaches or fails to perform a material term of this Agreement, which breach or failure is not cured within thirty (30) days after written notice of said breach is provided to Owner. Provided, however, that Manager shall not have the right to terminate this Agreement without the prior written consent of any Mortgagee. Provided, further, Manager shall have no right to terminate this Agreement nor shall Owner be in default if such right to terminate or such default is caused by a default or an Event of Default committed or suffered hereunder by Managers or Emeritus. If Managers terminate the Agreement pursuant to this Section 9.1, such termination shall not terminate the Purchase Option under Section 13 below, and the Purchase Option shall remain in full force and effect. If Managers terminate this Agreement pursuant to this Section 9.1 and the Purchase Option is thereafter exercised, the purchaser shall be entitled to offset and deduct from the Purchase Price that portion of Owner's Deficit Contribution which Owners did not fund but were required to do so in accordance with Section 8.3 and which Managers or Emeritus funded and were not reimbursed by Owners.
By Managers. The Managers may terminate this Agreement, except for the provisions of Section 8.3, with respect to all (but not less than all) of the Facilities by reason of any of the following ("Event of Default"): (i) failure of Owners to fund an Operating Deficit in accordance with Section 8.3 within fifteen