Power and Authority of the Manager Sample Clauses

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. 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.▇▇.▇▇▇▇▇▇▇▇ Plan.22 5.14.Right to Rely on Manager.22 5.15.Indemnification.23

Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, the Manager shall be vested with the 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. 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, 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: (a) enter into, make, perform and terminate contracts, agreements (including employment agreements) and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and to make all decisions and waivers thereunder; (b) open and maintain bank and investment accounts and arrangements, to draw checks and other orders for the payment of money and to designate individuals with authority to sign or give instructions with respect to those accounts and arrangements; (c) maintain the assets of the Company in good order; (d) collect sums due to the Company; 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 (e) to the extent that funds of the Company are available therefor, pay debts and obligations of the Company; (f) acquire, utilize for Company purposes and dispose of any asset of the Company; (g) borrow money or otherwise commit the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (h) select, remove and change the authority and responsibility of lawyers, accountants and other advisers and consultants; (i) obtain insurance for the Company; (j) make decisions concerning distributions by the Company of cash and other property, including, but not limited, determining and approving amounts available for distribution with respect to Members’ Percentage Interest in the Company or redemption of Members’ Percentage Interest in the company; (k) settle any litigation; (l) authorize the merger, conversion, consolidation or other reorganization of the Company, or the dissolution, winding up or liquidation of the business and affairs of the Company; (m) sell, exchange, dispose of, transfer, lease or otherwise convey title to any of the real or personal property of the Company; (n) maintain (or cau...

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: (a) enter into, make, perform and terminate contracts, agreements (including employment agreements) and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and to make all decisions and waivers thereunder; (b) open and maintain bank and investment accounts and arrangements, to draw checks and other orders for the payment of money and to designate individuals with authority to sign or give instructions with respect to those accounts and arrangements; (c) maintain the assets of the Company in good order; (d) collect sums due to the Company; (e) to the extent that funds of the Company are available therefor, pay debts and obligations of the Company; 112776\000006\4832-7583-6415v3 (f) acquire, utilize for Company purposes and dispose of any asset of the Company; (g) borrow money or otherwise commit the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (h) select, remove and change the authority and responsibility of lawyers, accountants and other advisers and consultants; (i) obtain insurance for the Company;

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. 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. Except as provided in Section 6.2 and elsewhere in this Agreement and except as otherwise provided by applicable law, the Manager shall have full and exclusive power and authority on behalf of the Company to manage, control, administer and operate the properties, business and affairs of the Company in accordance with this Agreement and to do or cause to be done any and all acts deemed by the Manager to be necessary or appropriate thereto. The Members each hereby agree that, notwithstanding the limitations set forth in Section 6.2 or anything to the contrary elsewhere in this Agreement: (a) The Manager shall have authority to negotiate and enter into a credit facility agreement with Bank of America, N.A. not to exceed $100 million, and shall have authority to mortgage, pledge, assign in trust or otherwise encumber any Company property pursuant to this aforementioned credit facility, all as the Manager shall reasonably determine to be in the best interest of the Company. (b) The Manager shall have authority to create, execute, convey and contribute to MV Oil Trust., Bank of New York, N.A., as trustee, a net profits interest in the oil and gas Leases held by the Company, not to exceed 80% of the net proceeds from the sale of oil, natural gas and natural gas liquid volumes produced from the Company's properties (reduced by all hedge payments made by the Company to hedge contract counterparties upon monthly settlements of existing hedge contracts and derivatives to which the Company is a party), together with an assignment of 80% of all amounts payable to the Company from hedge contract counterparties upon monthly settlements of hedge contracts, all as the Manager shall reasonably determine to be in the best interest of the Company. (c) The Manager shall have authority to enter into all ancillary or related agreements, documents and other instruments it deems necessary, advisable or helpful for the Company to contribute the net profits interests created pursuant to subsection (b) above to MV Oil Trust and assist, facilitate or accommodate the registration, public offering and closing of the sale of trust units therein pursuant to the Securities Act of 1933 as amended, all as the Manager shall reasonably determine to be in the best interest of the Company.

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 2.07), the Manager is hereby delegated by the ECT Trustees and, to the extent applicable or required, granted by ECT, the full and absolute right, power and authority during the Term to provide, for and on behalf of ECT, all Management Services and, in connection with the provision of the Management Services, to take and do, all such actions and all such things which the Manager deems appropriate, in its sole discretion, 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 Governmental Authority, in the name of and on behalf of ECT and, in such respects, is hereby appointed agent 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.