Rights and Duties of the Manager Sample Clauses

Rights and Duties of the Manager. (a) The Company shall be a manager-managed limited liability company as set forth in Section 401 and Section 101 of the Delaware Act, and as otherwise provided in the Delaware Act. The initial manager of the Company shall be iCap Vault Management, LLC (the “Manager”). (b) Except as otherwise expressly provided in this Agreement or as required by the Delaware Act, the Manager shall have complete and exclusive discretion in the management and control of the affairs and business of the Company, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company, including doing all things and taking all actions necessary to carry out the terms and provisions of this Agreement. Except as otherwise expressly provided in this Agreement, the Manager shall have, and shall have full authority in its discretion to exercise, on behalf of and in the name of the Company, all rights and powers of a “manager” of a limited liability company under the Delaware Act necessary or convenient to carry out the purposes of the Company. Any Person not a party to this Agreement dealing with the Company shall be entitled to rely conclusively upon the power and authority of the Manager to bind the Company in all respects, and to authorize the execution of any and all agreements, instruments and other writings on behalf of and in the name of the Company as and to the extent set forth in this Agreement. The Manager may be replaced by the affirmative vote of Members holding a majority of the Membership Interests. (c) Subject to the terms and conditions herein, all decisions regarding the management and operations of the Company shall be made by the Manager, provided, however, that the Manager may designate any Officers of the Company to have control or authority with respect to one or more decisions or areas of operation, and may include such limitations or restrictions on such power as they may deem reasonable. (d) The Manager shall, on behalf of the Company, directly, or indirectly through one or more Affiliates or third parties as described herein, engage and maintain personnel for the purpose of providing the following services (collectively, the “Services”) to the Company: (i) entity-level services for the Company, including: (A) evaluation and acquisitions of investments; (B) oversight and management of banking activities; (C) management of preparation and filing of Securities and Exchange Commission and other corporate filing...
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Rights and Duties of the Manager. Section 5.1
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Rights and Duties of the Manager. During the term of this Agreement and in the course of its management and operation of the Facility, subject to the Plan of Operation:
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Rights and Duties of the Manager. (a) The business and affairs of the Company shall be managed by its Manager. The Manager shall direct, manage, and control the business of the Company to the best of such Manager’s ability. The Manager shall not be removed without the unanimous written consent of the Members. Except for situations in which the approval of the Members is expressly required in this Agreement or by nonwaivable provisions of the Act, the Manager shall have full and complete authority, power, and discretion to manage and control the Company’s business, affairs, and properties, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the Company’s management. By acceptance of the position of Manager, each Manager agrees to be bound by and subject to the terms of this Agreement. (b) The Manager shall have the responsibility and authority to manage the operations and affairs of the Company. The Manager’s duties shall encompass the following matters: (1) Acquiring property in the name of the Company; (2) Borrowing Money for the Company from banks, other lending institutions, the Manager, Members, or their respective Affiliates, on such terms as the Manager deems appropriate, and in connection therewith, hypothecating, encumbering, and granting security interests in the Company’s assets to secure repayment of the borrowed sums; (3) Purchasing liability and other insurance to protect the Company’s property and business; (4) Operating the Company’s business in accordance with the purposes described in Article 4; (5) Selling or otherwise disposing of assets in the ordinary course of business; (6) Providing, or causing to be provided, accounting services, including payroll, invoice processing and check writing, tax deposits, financial statements and income tax filings; (7) Obtaining professional services for the Company, including legal and accounting services; (8) Executing on behalf of the Company all instruments and documents, including without limitation: checks; drafts; notes and other negotiable instruments; mortgages, or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; assignments; bills of sale; leases; contracts relating to the Company’s business; and any other instruments or documents necessary in the Manager’s opinion, to the Company’s business; (9) Entering into any and all other agreements on behalf of the C...
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Rights and Duties of the Manager. 14 Section 8.1 Exclusive Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 8.2 Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 8.3 Powers and Authority of the Managers . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 8.4 Compensation from Portfolio Companies . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 8.5 Managers to Act in Best Interests of Fund . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 8.6 Limitations on Powers of the Managers . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 8.7 Removal of a Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 8.8 Advisory and Management Agreement, Management Fees and Expenses . . . . . . . . . . . . . 18 Section 8.9 No Management by Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 8.10 Policy with Respect to Investment Opportunities and Conflicts of Interest . . . . . . . . 20 Section 8.11 Coinvestment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
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Rights and Duties of the Manager. (a) The business and affairs of the Company shall be managed by its Manager. Xxxxxx Xxxxxxx shall be the Company's initial Manager. The Manager shall direct, manage, and control the business of the Company to the best of such Manager's ability. Except for situations in which the approval of the Members is expressly required in this Agreement or by nonwaivable provisions of the Act, the Manager shall have full and complete authority, power, and discretion to manage and control the Company's business, affairs, and properties, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the Company's management. By acceptance of the position of Manager, the Manager agrees to be bound by and subject to the terms of this Agreement. (b) At any time when there is more than one Manager, any one Manager shall have the power to act on behalf of the Company and bind the Company, and actions of the Manager shall be approved by a majority of the Managers then in office. (c) The Company shall initially have one Manager. The number of Managers of the Company shall be fixed from time to time by the vote of Members holding a majority of the Units of Participation, but in no instance shall there be less than one Manager. Each Manager shall hold office until such Manager resigns or is removed for Cause, at which time a new Manager shall be elected by the alternative vote of Members holding a majority of the Units of Participation. (d) The Manager shall have the responsibility and authority to manage the operations and affairs of the Company. (e) The Manager shall not have the authority without the approval of Members holding a majority of the Units of Participation to approve a transaction between the Company and the Manager or an Affiliate of the Manager or otherwise approving a transaction which might involve an actual or potential conflict of interest between the Manager and the Company or the Manager and the Members.
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Rights and Duties of the Manager. 5.1 Contract with the Manager (a) The Partners hereby contract with the Manager and the Manager hereby contracts with the Partners such that the Manager is xxxxxx appointed as Manager of the Partnership and shall, subject to and in accordance with the provisions of this Agreement have the rights, powers, duties and obligations set out in this Agreement. (b) The Limited Partners and the Special Limited Partner shall take no part in the management or control of the business and affairs of the Partnership, and shall have no right or authority to act for the Partnership or to take any part in or in any way to interfere in the conduct or management of the Partnership or to vote on matters relating to the Partnership other than as provided in the Act or as set forth in this Agreement, but they and their duly authorised agents shall at all reasonable times by prior arrangement with the Manager have access to and the right to inspect the books and accounts of the Partnership.
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Rights and Duties of the Manager 
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Related to Rights and Duties of the Manager

  • Rights and Duties of Rights Agent The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the holders of Right Certificates, by their acceptance thereof, shall be bound: (a) The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the General Counsel, the Treasurer or the Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Rights Agent shall be protected and shall incur no liability for any action taken, suffered or omitted by it in good faith unless a court of competent jurisdiction determines that the Rights Agent's gross negligence or willful misconduct was the primary cause of any loss to the Company or any holder of a Right Certificate (or, prior to the Distribution Date, any holder of a Right as holder of a Common Share). The Rights Agent makes no representation or warranty with respect to and is not responsible for the validity, value or availability of the Rights, the Right Certificates or the Preferred Shares. (d) The Rights Agent shall be protected and shall incur no liability for any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Right Certificate or certificate for the Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in this Section 20. (e) The Rights Agent shall not be assumed to have knowledge of and shall not be required to take note of or act upon any fact or circumstance including, without limitation, the occurrence of facts or circumstances leading to the Shares Acquisition Date or the Distribution Date, facts or circumstances relating to whether any Person may be an Affiliate or an Associate of any other Person, facts or circumstances relevant to an adjustment to the Purchase Price, facts or circumstances relevant to events described in Section 13 (mergers, etc.), Section 23 (redemption) and Section 24 (exchange) which may be relevant to performance by the rights Agent under this Agreement unless the Company has provided written notice thereof to the Rights Agent; and the Company agrees that it will (i) promptly notify the Rights Agent in writing of the occurrence of the Shares Acquisition Date (including the identity of the Acquiring Person and the date on which the Shares Acquisition Date occurred), the Distribution Date, the Redemption Date, and of any events described in Section 13 (merger), and (ii) promptly provide the Rights Agent with such other information as the Rights Agent may reasonably request in connection with the performance of its duties under this Agreement. (f) Anything in this Agreement to the contrary notwithstanding, in no event shall the Rights Agent be liable for special, indirect or consequential damage or loss of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action, provided the Rights Agent has acted in good faith under this Agreement. (g) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement. (h) The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the General Counsel, the Secretary or the Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such officer or for any delay in acting while waiting for those instructions. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent with respect to its duties or obligations under this Rights Agreement and the date on and/or after which such action shall be taken or omitted and the Rights Agent shall not be liable for any action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three Business Days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking or omitting any such action, the Rights Agent has received written instructions in response to such application specifying the action to be taken or omitted. (i) The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity. (j) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

  • Duties of the Adviser The Adviser shall continue to have responsibility for all services to be provided to each Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser’s performance of its duties under this Agreement; provided, however, that in connection with its management of the Assets, nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with the Trust’s Declaration of Trust (as defined herein), Prospectus, Compliance Policies and Procedures, the instructions and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, and all other applicable federal and state laws and regulations, as each is amended from time to time.