Common use of Authority of Additional Manager Clause in Contracts

Authority of Additional Manager. From time to time in its sole discretion, Manager may adopt resolutions, with the joint signature of the Additional Manager (“Joint Resolutions”), which shall set forth the authority of the Additional Manager, in his or her capacity as an Additional Manager and/or as the designated broker of the Company, to bind the Company with respect to specific matters identified in the Joint Resolutions. The Additional Manager, in his or her capacity as an Additional Manager and/or the designated broker of the Company, shall have the authority to bind the Company as to matters within the scope of any such Joint Resolutions. In the absence of Joint Resolutions granting authority to the Additional Manager to bind the Company, the Additional Manager shall have no authority to bind the Company as to any matter. Without limiting the generality of the foregoing, the Additional Manager shall have no authority in his or her capacity as an Additional Manager and/or designated broker of the Company to: incur any debt or other liabilities or obligations on behalf of the Company; take any act that is outside the scope of the Business; take any action to dissolve the Company; or file, consent to, or acquiesce in any act or event that would constitute an event of bankruptcy with respect to the Company.

Authority of Additional Manager. From time to time in its sole discretion, Manager Meritage may adopt resolutions, with the joint signature of the Additional Manager (“Joint Resolutions”), which shall set forth the authority of the Additional Manager, in his or her capacity as an Additional Manager and/or as the designated broker of the Company, to bind the Company with respect to specific matters identified in the Joint Resolutions. The Additional Manager, in his or her capacity as an Additional Manager and/or the designated broker of the Company, shall have the authority to bind the Company as to matters within the scope of any such Joint Resolutions. In the absence of Joint Resolutions granting authority to the Additional Manager to bind the Company, the Additional Manager shall have no authority to bind the Company as to any matter. Without limiting the generality of the foregoing, the Additional Manager shall have no authority in his or her capacity as an Additional Manager and/or designated broker of the Company to: incur any debt or other liabilities or obligations on behalf of the Company; take any act that is outside the scope of the Business; take any action to dissolve the Company; or file, consent to, or acquiesce in any act or event that would constitute an event of bankruptcy with respect to the Company.