Powers; Management Clause Samples
The "Powers; Management" clause defines the authority and responsibilities of those managing an entity, such as directors or managers. It typically outlines the scope of their decision-making powers, including the ability to enter into contracts, manage assets, and oversee daily operations. This clause ensures that there is clear guidance on who is authorized to act on behalf of the entity, thereby preventing disputes and promoting efficient governance.
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Powers; Management. A. Except as specifically provided otherwise in this Agreement, the management and control of the business and affairs of the Company shall to the maximum extent permitted under applicable law be vested exclusively in the Board of Representatives of the Company (the “Board”), which shall possess all rights and powers of managers as provided in the Act and otherwise by Law. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of all such powers and rights conferred on them by the Act or otherwise by law with respect to the management and control of the Company. No Member and no Representative, in its capacity as such, shall have any power to act for, sign for, or do any act that would bind the Company.
Powers; Management. Subject to the provisions of Article IV, the business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the Delaware Limited Liability Company Act, as amended from time to time (the “LLC Law”).
Powers; Management. The business and affairs of the Company shall be managed by the Members. The Members shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. Each Member and each director, partner and officer of any Member (each, an “Authorized Person”) is hereby designated as an officer of the Company and “authorized person”, within the meaning of the Act, to execute, deliver and file the certificate of formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments 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. Each Authorized Person, acting severally, is hereby authorized, empowered and directed in the name and on behalf of the Company to take any action, including, but not limited to approving, executing and delivering any and all agreements, certificates or any other documents on behalf of the Company. In addition, each Authorized Person, or a representative appointed by an Authorized Person, may open in the name of the Company whatever bank accounts may be necessary or appropriate for the expeditious conduct of the Company’s affairs and draw checks thereon, make deposits therein and take all other actions necessary or appropriate in connection therewith. Any action so approved and taken by any Authorized Person on behalf of the Company shall bind the Company.
Powers; Management. The Club and Gayl▇▇▇ ▇▇▇nowledge that, pursuant to that certain Operating and Management Agreement (the "Operating Agreement"), by and between the Authority and Powers Management, L.L.C. ("Powers"), dated as of June 25, 1997, Powers was granted full power and authority to operate the Arena. Likewise, pursuant to that certain Management and Consulting Agreement for the Nashville Arena (the "Management Agreement"), by and between Powers and LMI/HHI, Ltd. d/b/a Leisure Management International ("LMI"), effective as of May 1, 1999, Powers granted LMI certain rights to operate and manage the Arena, and LMI assumed certain responsibilities from Powers for the operation and management of the Arena. The Club and Gayl▇▇▇ ▇▇▇nowledge that Powers, an affiliate of the Club, and LMI jointly manage the daily operations of the Arena pursuant to the terms of the Operating Agreement and Management Agreement. The Club hereby agrees that, simultaneous with the execution of this Agreement, the Club and Powers will execute that certain Agreement, the form of which is attached hereto as Exhibit I, pursuant to which Powers will assume certain responsibilities with respect to this Naming Rights Agreement and pursuant to which Powers will cause LMI to assume certain responsibilities with respect to this Naming Rights Agreement (the "Powers Agreement").
Powers; Management