Power and Authority of the Managers Sample Clauses

Power and Authority of the Managers. Subject to the limitations expressly set forth in this Agreement, the business and affairs of the Company shall be managed by the Managers, and the Managers shall have full authority to act for and to bind the Company in all matters in connection with or relating to the Company's business consistent with the powers of the Company set forth in Section 3.2. No Person dealing with the Company shall be required to inquire as to the authority of any Manager or any officer of the Company to take any action on behalf of the Company.
Sample 1
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Power and Authority of the Managers. The business and affairs of the Company shall be managed by or under the direction of the Managers, except as may be otherwise provided in this Agreement. The Managers shall have the power on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company contemplated by Section 1.6 and to perform all acts which the Managers may deem necessary or advisable in connection therewith. The Members agree that, subject to the terms of this Agreement, all determinations, decisions and actions made or taken by the Managers (or their designee(s)) shall be conclusive and absolutely binding upon the Company, the Members (but only in their capacity as such) and their respective successors, assigns and personal representatives.
Sample 1
Power and Authority of the Managers. 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 Managers. The Managers shall have the power to delegate any or all of their rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Managers or the Company as they may deem appropriate. 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 Managers with respect to the management of the business of the Company, on the one hand, and the Company’s 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 Washington Business Corporation Act (the “WBCA”). In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Managers 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 and to effectuate the purposes set forth in Article 5. Without in any way limiting the foregoing, the Managers shall, either directly or by engaging their Affiliates, agents or third parties, perform the following duties:
Sample 1
Power and Authority of the Managers. Except as otherwise provided herein, the Managers 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. Each Manager shall discharge his or her duties as a manager in accordance with the standards of conduct set forth in Section 13.l-l024.1 of the Act. Subject to the limitations set out in this Agreement, the powers so exercised shall include but not be limited to the following:
Sample 1
Power and Authority of the Managers. Except for those matters requiring approval of the Members under this Agreement, the Managers shall have all power and authority to operate the Company. Notwithstanding the foregoing, each Member shall cause its Managers to delegate their rights and powers to manage the day-to-day operations of the Company, other than those rights and powers specifically granted to the Managers in other sections of this Agreement (including, but not limited to, SECTION 6.4), to officers elected in accordance with the provisions of SECTION 6.8.
Sample 1

Related to Power and Authority of the Managers

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

  • Existence, Power and Authority Each Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its state of incorporation or formation and is duly qualified as a foreign corporation or limited liability company and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a material adverse effect on such Borrower’s or Guarantor’ s financial condition, results of operation or business or the rights of Agent in or to any of the Collateral. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder (a) are all within each Borrower’s and Guarantor’s corporate powers, (b) have been duly authorized, (c) are not in contravention the terms of any Borrower’s or Guarantor’s certificate of incorporation or formation, by-laws, operating agreement or other organizational documentation, (d) are not in contravention in any material respect of any law or any indenture, agreement or undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and (e) will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor, except for the creation of a lien in favor of Agent. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms ,except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law limiting creditors’ rights generally and by general equitable principles.

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.

  • Powers and authority It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

  • Corporate Power and Authority Company has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Corporate Power and Authorization The Borrower has the corporate power and authority to execute, deliver, perform, and take all actions contemplated by, each of the Loan Documents to which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its part. Without limiting the foregoing, the Borrower has the corporate power and authority to borrow pursuant to the Loan Documents to the fullest extent permitted hereby and thereby from time to time, and has taken all necessary corporate action to authorize such borrowings.

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