Management and Control of the Company Sample Clauses

Management and Control of the Company. The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives. (1) No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers respectively conferred on it by this Agreement. (2) The Manager may, if appropriate, establish, if Company funds are available, reserves for working capital and for payment of taxes, insurance, debt service, repairs, replacements or renewals, or other costs and expenses incident to the operation of the Company and the property of the Company and for such other purposes as the Manager may determine and thereafter shall maintain such reserves in such amounts as the Manager deems appropriate under the circumstances to the extent that any such reserves are not in conflict with any other provisions of this Agreement regarding any required disbursements.

Management and Control of the Company. (1) The business and affairs of the Company shall be managed exclusively by the Manager. The Manager shall direct, manage and control the business of the Company to the best of such Manager’s ability and shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Manager shall deem to be reasonably required in light of the Company’s business and objectives. (2) No Member except one who shall also be a Manager may participate in or have any control over the Company business or have any authority or right to act for or bind the Company. The Member hereby consents to the exercise by the Manager of the powers respectively conferred on it by this Agreement. (3) The Manager may, if appropriate, establish, if Company funds are available, reserves for working capital and for payment of taxes, insurance, debt service, repairs, replacements or renewals, or other costs and expenses incident to the operation of the Company and the Property and for such other purposes as the Manager may determine and thereafter shall maintain such reserves in such amounts as the Manager deems appropriate under the circumstances to the extent that any such reserves are not in conflict with any other provisions of this Agreement regarding any required disbursements.

Management and Control of the Company. (a) The daily business, investment property(ies) and affairs of the Company shall be managed by the Manager. Except for matters as to which the approval of the other Members is expressly required by this Operating Agreement (Article VI(c) below), the Manager shall have full, complete and exclusive authority, power and discretion to manage and control the business, property(ies) and affairs of the Company (including, but not limited to, any and all decisions with respect to renovation and tenanting of the Investment Property(ies), the supervision and oversight of the Investment Property(ies) Contractors and the Investment Property(ies) Management Companies, and the management of the Investment Property(ies) Sale or Alternate Exit Strategy in accordance with the terms hereof), to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business, property(ies) and affairs. (b) The Manager shall also be responsible for (i) directing and overseeing any repairs/ renovation of the Investment Property(ies) if needed through the Investment Property(ies) Contractors and (ii) directing and overseeing the Investment Property(ies) Management Companies in locating and installing any new Tenant for the Investment Property(ies); provided, however, that, in each case, the Manager shall have no liability for any actions taken by any third party (including, but not limited to, the Investment Property(ies) Contractors or the Investment Property(ies) Management Company(ies)), and that each of the Members hereby indemnifies the Manager with respect to any work or action undertaken by either the Investment Property(ies) Contractors or the Investment Property(ies) Management Companies except in the instance of gross negligence, willful misconduct or actual fraud on the party of the Manager in connection there with. The Members hereby agree and acknowledge that the Manager is not affiliated with either the Investment Property(ies) Management Company(ies) or the Investment Property(ies) Contractors, and any and all actions taken by them shall be completely independent of the Manager and individual to such party. (c) Notwithstanding any other provision of this Operating Agreement, the Manager shall have no authority hereunder to engage in any of the following without first obtaining the affirmative vote or written consent of the majority (51% or more) of the Members according to their Per...

Management and Control of the Company. 5.1 Management of the Company by Manager.

Management and Control of the Company. (a) Except as otherwise provided herein, the management, control and operation of the business and affairs of the Company shall be vested exclusively with the Managing Member. The Managing Member shall have the authority to exercise all powers necessary and convenient for the purposes of the Company, including those set forth in Section 2.6, on behalf, and in the name, of the Company, subject to compliance with the restrictions and other provisions of this Agreement. Subject to the rights and powers of the Managing Member and the limitations thereon contained in this Agreement, the Managing Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Managing Member may reasonably determine. Notwithstanding any delegation made by the Managing Member, the Managing Member shall oversee any Person so appointed or contracted to perform any acts or services for the Company on the Managing Member’s behalf and the Managing Member shall be liable for any breaches of this Agreement caused by the foregoing. Unless the authority of an agent designated as an officer is limited in the document appointing such officer or is otherwise specified by the Managing Member, any officer so appointed shall, subject to this Article IV, have the same authority to act for the Company as a corresponding officer of a Tennessee corporation would have to act for a Tennessee corporation in the absence of a specific delegation of authority. The officers of the Company shall have the same fiduciary duties to the Company as an officer of a Tennessee corporation has under Tennessee law. The Managing Member may, in its sole discretion, by vote or resolution thereof ratify any act previously taken by an officer or agent acting on behalf of the Company. The Managing Member is specifically authorized to execute, sign, seal and deliver in the name of and on behalf of the Company any and all agreements, certificates, instruments or other documents requisite to carrying out the intentions and purposes of this Agreement and of the Company. (b) Unless expressly provided to the contrary in this Agreement, any action, consent, approval, election, decision or determination to be made by the Managing Member under or in connection with this Agreement (including any act by the Managing Member within its “discretion” under this Agreement and the execu...

Management and Control of the Company. Conning & Company, a Connecticut corporation and a Member of the Company, shall act and serve as the sole manager of the Company ("Manager Member"). Subject to the provisions of this Agreement, the management, policies and control of the Company shall be vested exclusively in the Manager Member.

Management and Control of the Company. The Company shall be managed by a board of “managers” (as such term is used in the Act) (the “Board”) according to the remaining provisions of this Section 6, with the “managers” referred to as “Managers” throughout this Agreement. Except as otherwise expressly provided in this Agreement and subject to the terms of the Series A Preferred Units, including but not limited to those set forth in Annex 1, (i) the management, operation and control of the business and affairs of the Company shall be vested exclusively in the Board, except as otherwise expressly provided for in this Agreement and (ii) the Board shall have full and complete power, authority and discretion for, on behalf of and in the name of the Company, to enter into and perform all contracts and other undertakings that it may deem necessary or advisable to carry out any and all of the objects and purposes of the Company. The power and authority of the Board may be delegated by the Board to a committee of Managers, to any Officer or to any other Person engaged to act on behalf of the Company. No individual Manager has the authority or power to act for or on behalf of the Company or to make any expenditures or incur obligations on behalf of the Company other than as expressly authorized by the Board. For the avoidance of doubt, neither the Company nor any of its Subsidiaries shall, in each case, including through merger, amendment, consolidation, statutory exchange, recapitalization or otherwise, take any of the actions that require approval of the Series A Preferred Units pursuant to Section 7 of Annex 1 without obtaining such approval so required.

Management and Control of the Company. The Members have established the Company as a “board of managers-managed” limited liability company and have agreed to designate a board of managers (the “Board of Managers”) of six (6) Persons to manage the Company and its business and affairs. Each of the Managers on the Board of Managers is referred to herein as a “Manager.” The Board of Managers shall be comprised, as follows:

Management and Control of the Company. 5.1 Management of the Company by the Managers. The business and affairs of the Company shall be managed by the Managers. The Company shall have three (3)

Management and Control of the Company. (i) The Members have established the Company as a “board of managers-managed” limited liability company and have agreed to designate a board of managers (the “Board of Managers”) of seven (7) Persons to manage the Company and its business and affairs. Each of the Managers appointed to the Board of Managers is referred to herein as a “Manager.” The Class A Members shall have the exclusive right to designate the members of the Board of Managers, and the Board of Managers shall be comprised, as follows: (1) up to five (5) Managers shall be designated by DLJMB (the “DLJMB Managers”)