Actions by Managing Member. (a) In addition to the duties and responsibilities of Managing Member described in Section 9.2, and except as expressly set forth to the contrary, subject to the limitations of the Initial LLC Budget or the subsequent Annual LLC Budgets and those Major Decisions set forth in Section 9.4(b), as applicable, Managing Member shall have control over all decisions of the Company and may exercise any and all rights of the Company without the consent of the other Members, including, without limitation, the following actions:
(i) Approve or consent to any binding agreements or contracts (whether written or oral) regarding the Hotel, including, without limitation, any acquisitions, development plans, budgets or capital improvements;
(ii) In accordance with the Initial LLC Budget and any subsequent Annual LLC Budget or as required pursuant to the Hotel Management Agreement, retain or employ, and coordinate the services of, any employees, supervisors, architects, engineers, general contractor, property manager, attorneys and other persons (but expressly excluding accountants) to carry out the business of the Company;
(iii) In accordance with the Initial LLC Budget or any subsequent Annual LLC Budget or as otherwise required pursuant to the terms and conditions of the Hotel Management Agreement, enter into any contract in the name of or for the benefit of the Company;
(iv) Acquire any real or personal property for the Company, to the extent expressly authorized pursuant to the Initial LLC Budget or any subsequent Annual LLC Budget or as otherwise required pursuant to the terms and conditions of the Hotel Management Agreement, and sell or dispose any personal property in the ordinary course;
(v) Sell, transfer or otherwise dispose of any of the assets of the Company at any time, (A) so long as expressly authorized pursuant to the Initial LLC Budget or any subsequent Annual LLC Budget; or (B) so long as the sale or disposal of personal property is in the ordinary course (i.e., at the end of such asset’s useful life);
(vi) Retain legal counsel for the Company, the Hotel in connection with any matter involving an uninsured claim;
(vii) Initiate or settle any litigation of Two Hundred Fifty Thousand Dollars ($250,000) or less on behalf of the Company or undertake any course of defense in connection with any litigation brought against the Company, or settle any litigation concerning the Company;
(viii) Incur costs and/or expenses on behalf of the Company, acting in good fait...
Actions by Managing Member. In addition to the duties and responsibilities of Managing Member described in Section 5.2, and except as expressly set forth to the contrary, subject to the limitations of the Initial LLC Budget or the subsequent Annual LLC Budgets and those Major Decisions set forth in Section 5.4(a), as applicable, Managing Member shall have control over all decisions of the Company and may exercise any and all rights of the Company without the consent of the other Members, including, without limitation, the following actions:
(a) In accordance with the Initial LLC Budget and any subsequent Annual LLC Budget, retain or employ, and coordinate the services of, any employees, attorneys and other persons to carry out the business of the Company;
(b) In accordance with the Initial LLC Budget or any subsequent Annual LLC Budget, enter into any contract in the name of or for the benefit of the Company;
(c) Retain legal counsel for the Company in connection with any matter involving an uninsured claim;
(d) Initiate or settle any litigation of Five Hundred Thousand Dollars ($500,000) or less on behalf of the Company or undertake any course of defense in connection with any litigation brought against the Company, or settle any litigation concerning the Company;
(e) Settle any insurance claim on behalf of the Company; and
(f) Approve or effectuate any program of insurance for the Company.
Actions by Managing Member. (a) In addition to the duties and responsibilities of Managing Member described in Section 9.2, Managing Member may, without the prior consent of the Members, but nevertheless subject to Section 9.4 and the limitations of this Section 9.3 and the Hotel Management Agreement, take any and all actions necessary to carry out the business affairs of the Company under this Agreement, and operate the Company and the TRS SUB as determined by Managing Member in its sole, but good faith discretion including, but not limited to, the following:
(i) In accordance with the Initial Budget and any subsequent Approved Company Budget, take any action to approve or consent to any binding agreements or contracts (whether written or oral) including, without limitation, any acquisitions, development plans, budgets, or capital improvements;
(ii) In accordance with the Initial Budget and any subsequent Approved Company Budget or as otherwise permitted under this Agreement, retain or employ, and coordinate the services of, any employees, supervisors, architects, engineers, general contractor, property manager, attorneys, and other persons (but expressly excluding accountants) to carry out the business of the Company and the TRS SUB;
(iii) In accordance with the Initial Budget or any subsequent Approved Company Budget, enter into any contract in the name of or for the benefit of the Company and/or the TRS SUB;
(iv) Acquire any real or personal property for the Company or the TRS SUB, to the extent expressly authorized pursuant to the Initial Budget or any subsequent Approved Company Budget or as otherwise permitted under this Agreement, and sell or dispose any personal property in the ordinary course;
(v) In accordance with the Initial Budget and any subsequent Approved Company Budget (or as may be permitted under Section 9.4(a)(ii)), incur any indebtedness of the Company or the TRS SUB or become liable as an endorser, guarantor, surety, or otherwise for any debt obligation or undertaking of any other Person, so long as such indebtedness is: (A) unsecured indebtedness of any kind other than trade debt incurred under the following clause (B); (B) trade debt incurred in the ordinary course of business not to exceed the amounts set forth in the Initial Budget or any subsequent Approved Company Budget or, if not included therein, Fifty Thousand Dollars ($50,000) with respect to any individual expense or related group of expenses or Two Hundred Thousand Dollars ($200,000) in the aggrega...
Actions by Managing Member. The Managing Member is authorized to make any and all elections for federal, state, and local tax purposes including any election, if permitted by applicable law: (i) to adjust the basis of Garnet Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state or local law, in connection with Dispositions of Garnet Interests and in connection with Garnet Distributions; (ii) with the consent of the Members, to extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to Garnet's federal, state, or local tax returns; and (iii) to the extent provided in Code Sections 6221 through 6231, to represent Garnet and the 38 Garnet LLC Agreement Members before taxing authorities or courts of competent jurisdiction in tax matters affecting Garnet or the Members in their capacities as Members, and to file or cause to be filed any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of Garnet and the Members. The Managing Member is specifically authorized to act as the "TAX MATTERS MEMBER" under the Code and in any similar capacity under state or local law.
Actions by Managing Member. Each Member, by execution of this Agreement or its acceptance of a Member Interest, agrees to, consents to and acknowledges the delegation of powers and authority to the Managing Member granted hereunder (subject to Section 11.4) and the actions and decisions of the Managing Member that are within the scope of its power and authority as provided herein (including the use by the Managing Member of property owned by or licensed to the Company (including the Capital Model)). The Company, and the Managing Member on behalf of the Company, may enter into the Program Documents without any further act, vote or approval of any Member, notwithstanding any other provision of this Agreement. The Managing Member may authorize any Person to enter into any other document permitted hereunder on behalf of the Company and to perform the duties thereunder, PROVIDED that the Managing Member shall not be relieved of any of its obligations hereunder or the standard of care in respect thereof regardless of the performance of any services by third parties. The Managing Member shall take all actions necessary to administer the Program Documents in accordance with their terms and to effect payments and distributions of expenses and in respect of Member Interests in accordance with this Agreement and the other Program Documents and take all other action on behalf of the Company in order to cause the Company to comply with the terms of the Program Documents; PROVIDED that the determination of the Company to engage in any Bankruptcy Action with respect to itself, including the commencement of a voluntary case under the Bankruptcy Code, shall require the affirmative vote (or consent) of the Independent Manager as provided in Section 11.
Actions by Managing Member. The Managing Member is authorized to make any and all elections for federal, state, and local tax purposes including any election, if permitted by applicable law: (i) to adjust the basis of Chaparral Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state or local law, in connection with Dispositions of Interests in Chaparral and Chaparral distributions; (ii) with the consent of the Members, to extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to Chaparral's federal, state, or local tax returns; and (iii) to the extent provided in Code Sections 6221 through 6231, to represent Chaparral and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting Chaparral or the Members in their capacities as Members, and to file or cause to be filed any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of Chaparral and the Members. The Managing Member is specifically authorized to act as the "TAX MATTERS MEMBER" under the Code and in any similar capacity under state or local law.
Actions by Managing Member. The Managing Member is authorized to make any and all elections for federal, state, and local tax purposes including any election, if permitted by applicable law: (i) to adjust the basis of Topaz Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state or local law, in connection with Dispositions of Topaz Interests and in connection with Topaz Distributions; (ii) with the consent of the Members, to extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to Topaz's federal, state, or local tax returns; and (iii) to the extent provided in Code Sections 6221 through 6231, to represent Topaz and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting Topaz or the Members in their capacities as Members, and to file or cause to be filed any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of Topaz and the Members. The Managing Member is specifically authorized to act as the "TAX MATTERS MEMBER" under the Code and in any similar capacity under state or local law. Topaz LLC Agreement
Actions by Managing Member. There is no requirement that the Managing Member hold a meeting in order to take action on any matter which the Managing Member is authorized to take in accordance with this Agreement.
Actions by Managing Member. The Managing Member is authorized to make any and all elections for federal, state, and local tax purposes including any election, if permitted by applicable law: (i) to adjust the basis of Diamond Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state or local law, in connection with Dispositions of Diamond Interests and in connection with Diamond Distributions; (ii) with the consent of the Members, to extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to Diamond's federal, state, or local tax returns; and (iii) to the extent provided in Code Sections 6221 through 6231, to represent Diamond and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting Diamond or the Members in their capacities as Members, and to file or cause to be filed any tax returns and execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of Diamond and the Members. The Managing Member is specifically authorized to act as the "TAX MATTERS MEMBER" under the Code and in any similar capacity under state or local law.
Actions by Managing Member. Each Member, by execution of this Agreement or its acceptance of a Member Interest, agrees to, consents to and acknowledges the delegation of powers and authority to the Managing Member granted hereunder (subject to Section 11.4) and the actions and decisions of the Managing Member that are within the scope of its power and authority as provided herein (including the use by the Managing Member of property owned by or licensed to the Company (including the Capital Model)). The Company, and the Managing Member on behalf of the Company, may enter into the Program Documents without any further act, vote or approval of any Member, notwithstanding any other provision of this Agreement. The Managing Member may authorize any Person to enter into any other document permitted hereunder on behalf of the Company and to perform the duties thereunder, provided that the Managing Member shall not be relieved of any of its obligations hereunder or the standard of care in respect thereof regardless of the performance of any services by third parties. The Managing Member shall take all actions necessary to administer the Program Documents in accordance with their terms and to effect payments and distributions of expenses and in respect of Member Interests in accordance with this Agreement and the other Program Documents and take all other action on behalf of the Company in order to cause the Company to comply with the terms of the Program Documents; provided that the determination of the Company to engage in any Bankruptcy Action with respect to itself, including the commencement of a voluntary case under the Bankruptcy Code, shall require the affirmative vote (or consent) of each Independent Manager as provided in Section 11.4. The Managing Member shall not take any action that would (i) materially violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer including any Delaware law, United States Federal or state law or any other law known to the Managing Member to be applicable to the Company, (ii) require registration of the Company as an “investment company” under the Investment Company Act, or (iii) cause the Company to materially violate any of the terms of the Program Documents or any other agreement contemplated thereby. The Managing Member agrees that it shall comply with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the other Program Documents the ...
