General Authority and Powers of Managers Sample Clauses

General Authority and Powers of Managers. Except as set forth in those provisions of this Agreement that specifically require the vote, consent, approval or ratification of the Members, the Managers shall have complete authority and exclusive control over the management of the business and affairs of the Company. Subject to the terms and conditions of this Agreement and except as otherwise provided herein, all Material Agreements and Material Decisions with respect to the business and affairs of the Company shall be approved or made by AHH Management and the Investor Manager in accordance with Section 5.16 hereof. No Member has the actual or apparent authority to cause the Company to become bound in any contract, agreement or obligation, and no Member shall take any action purporting to be on behalf of the Company. No Manager shall cause the Company to become bound to any contract, agreement or obligation, and no Manager shall take any other action on behalf of the Company, unless such matter has received the vote, consent, approval or ratification as required pursuant to this Agreement with respect to such matter or except as provided below with respect to the authority and actions of AHH Management. The day-to-day management of the business and affairs of the Company, including those agreements and decisions which are not Material Agreements or Material Decisions, shall be the responsibility of AHH Management, provided, however, decisions relating to medical and clinical practice at the Hospital including, without limitation, establishing standardized clinical pathways shall be made exclusively by the qualified medical personnel of the Hospital in accordance with the Hospital and medical staff bylaws. Subject in all cases to the foregoing, AHH Management shall have the right and the power, if, as, and when it, from time to time, deems necessary or appropriate on behalf of the Company, subject only to the terms and conditions of this Agreement:
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General Authority and Powers of Managers. Except as set forth in those provisions of this Agreement that specifically require the vote, consent, approval or ratification of the Members, the Managers shall have complete authority and exclusive control
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General Authority and Powers of Managers. Except as provided in Section 11.7 and elsewhere in the Agreement, the Managers shall have the exclusive right and power to manage, operate, and control the Company and to do all things and make all decisions necessary or appropriate to carry on the business and affairs of the Company. All decisions required to be made by the Managers shall require the approval of all Managers, except as the Managers shall otherwise agree. In the event the Managers shall be unable to agree upon any matter described in this Section 11.1, then the Managers shall provide written notice of the proposed action to all Members, and the decision of Members holding a majority of the Percentage Interests in the Company shall be binding upon the Managers. The authority of the Managers shall include, but shall not be limited to, the following: (a) To spend the capital and revenues of the Company; (b) To manage, sell, develop, improve, operate, and dispose of any Company properties and assets, including to act on behalf of the Company with respect to any partnership or joint venture in which the Company participates; 15
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General Authority and Powers of Managers. EXCEPT AS SET FORTH IN THOSE PROVISIONS OF THIS AGREEMENT THAT SPECIFICALLY REQUIRE THE VOTE, CONSENT, APPROVAL OR RATIFICATION OF THE MEMBERS, THE MANAGERS SHALL HAVE COMPLETE AUTHORITY AND EXCLUSIVE CONTROL OVER THE MANAGEMENT OF THE BUSINESS AND AFFAIRS OF THE COMPANY. NO MEMBER HAS THE ACTUAL OR APPARENT AUTHORITY TO CAUSE THE COMPANY TO BECOME BOUND IN ANY CONTRACT, AGREEMENT OR OBLIGATION, AND NO MEMBER SHALL TAKE ANY ACTION PURPORTING TO BE ON BEHALF OF THE COMPANY. NO MANAGER SHALL CAUSE THE COMPANY TO BECOME BOUND TO ANY CONTRACT, AGREEMENT OR OBLIGATION, AND NO MANAGER SHALL TAKE ANY OTHER ACTION ON BEHALF OF THE COMPANY, UNLESS SUCH MATTER HAS RECEIVED THE VOTE, CONSENT, APPROVAL OR RATIFICATION AS REQUIRED PURSUANT TO THIS AGREEMENT WITH RESPECT TO SUCH MATTER OR EXCEPT AS PROVIDED IN SECTION 5.2 BELOW WITH RESPECT TO THE AUTHORITY AND ACTIONS OF HHBF. IT IS ACKNOWLEDGED THAT ALL DECISIONS RELATING TO THE HOSPITAL AND MEDICAL STAFF BYLAWS AND PHYSICIAN CREDENTIALLING MATTERS SHALL BE HANDLED IN ACCORDANCE WITH SECTION 11.1(G). EXCEPT AS PROVIDED IN THIS AGREEMENT, DECISIONS AND ACTIONS TO BE TAKEN BY THE MANAGERS SHALL BE DEEMED TO HAVE BEEN MADE ONLY UPON THE AFFIRMATIVE APPROVAL OR CONSENT OF HHBF AND THE INVESTOR MANAGER. IN THE EVENT A DECISION, APPROVAL OR CONSENT IS REQUESTED OF THE INVESTOR MANAGER BY HHBF, IT SHALL BE DEEMED TO HAVE BEEN AFFIRMATIVELY MADE IF THE INVESTOR MANAGER FAILS TO RESPOND TO ANY SUCH WRITTEN REQUEST THEREFOR WITHIN FIVE (5) DAYS OF NOTICE THEREOF BY HHBF, PROVIDED HOWEVER, ONCE THE HOSPITAL HAS OPENED FOR BUSINESS AND REGULARLY CONDUCTS SUCH BUSINESS THE FIVE (5) DAY PERIOD SHALL BE EXTENDED TO TEN (10) DAYS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ALL DECISIONS AND ACTIONS TO BE MADE BY THE MANAGERS WITH RESPECT TO ANY LOAN, LEASE OR OTHER SIMILAR FINANCING OF THE DEVELOPMENT, CONSTRUCTION OR OPERATION OF THE HOSPITAL OR THE COMPANY'S AFFAIRS, INCLUDING WITHOUT LIMITATION THE DECISIONS WITH RESPECT TO INCURRING ANY INDEBTEDNESS OR THE REFINANCING THEREOF, SHALL BE MADE BY HHBF AND SHALL BE SUBJECT TO THE CONSENT OF THE INVESTOR MANAGER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD; PROVIDED, THE APPLICATION OF THE COMPANY'S FUNDS TOWARD THE REPAYMENT OF ALL OR A PORTION OF ANY FINANCING OF THE COMPANY IN EXCESS OF AMOUNTS THEN REQUIRED TO BE PAID (I.E., VOLUNTARY PREPAYMENTS) SHALL BE MADE ONLY WITH THE CONSENT OF HHBF AND THE INVESTOR MANAGER. THE FOLLOWING MATERIAL DECISIONS SHALL BE M...
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General Authority and Powers of Managers. Except as provided in Section 11.7 and elsewhere in the Agreement, the Managers shall have the exclusive right and power to manage, operate, and control the Company and to do all things and make all decisions necessary or appropriate to carry on the business and affairs of the Company. All decisions required to be made by the Managers shall require the approval of all Managers, except as the Managers shall otherwise agree. In the event the Managers shall be unable to agree upon any matter described in this Section 11.1, then the Managers shall provide written notice of the proposed action to all Members, and the decision of Members holding a majority of the Percentage Interests in the Company shall be binding upon the Managers. The authority of the Managers shall include, but shall not be limited to, the following:
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General Authority and Powers of Managers. (a) The parties hereto acknowledge that under the applicable provisions of the North Carolina Limited Liability Company Act, the Company may be either “member-managed” or “manager-managed” The parties hereto desire that the Company be “member-managed” under such provisions. Accordingly, all Members by virtue of their status as such shall be managers of the Company, and except as otherwise provided herein, any management or similar decisions affecting the Company or its assets or affairs shall require the consent of Members holding more than 50% of the Percentage Interests. The parties hereby acknowledge that, in the event they shall hereafter designate managers such that the Company shall be “manager-managed,” this Agreement shall be amended to specify in more detail the rights, obligations and authority of the managers so designated. Prior to any such designation, references to “Manager” or “
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Related to General Authority and Powers of Managers

  • 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.

  • Authority and Power All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral Portfolio.

  • Purpose and Powers of the Trust The purpose of the common law trust, as created hereunder, is to engage in the following activities:

  • 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.

  • Purposes and Powers of the Trust The purpose of the trust, as created hereunder, is to engage in the following activities:

  • Appointment and Powers of Secured Party The Debtor hereby irrevocably constitutes and appoints the Secured Party and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Debtor or in the Secured Party's own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or useful to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of the Debtor, without notice to or assent by the Debtor, to do the following:

  • Bank Accounts; Powers of Attorney Section 3.22 of the Company Disclosure Schedule sets forth a true and complete list of (a) all bank accounts or safe deposit boxes under the control or for the benefit of the Company and, to the Knowledge of the Company, the other Group Companies, (b) the names of all persons authorized to draw on or have access to such accounts and safe deposit boxes, and (c) all outstanding powers of attorney or similar authorizations granted by the Company and, to the Knowledge of the Company, the other Group Companies.

  • Authorization and Power Such Subscriber has the requisite power and authority to enter into and perform this Agreement and the other Transaction Documents (as defined herein) and to purchase the Note and Warrants being sold to it hereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents by such Subscriber and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its board of directors or stockholders, if applicable, is required. This Agreement and the other Transaction Documents have been duly authorized, executed and delivered by such Subscriber and constitutes, or shall constitute, when executed and delivered, a valid and binding obligation of such Subscriber, enforceable against Subscriber in accordance with the terms thereof.

  • Authority and Authorization Each of the Consultants has full power and authority to enter into this Plan and carry out the obligations hereunder. Execution of this Plan and performance by the Consultants hereunder constitutes a valid and binding obligation of the Consultants and performance hereunder will not violate any other agreement to which any of the Consultants is a party.

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