Common use of Authority of Managers Clause in Contracts

Authority of Managers. The Managers shall have the sole and exclusive right to manage the Company and to make all decisions regarding the Company's business, including the right, power, and authority to do in the name of, and acting solely on behalf of and for, the Company all lawful things that the Company might do that in the Manager's sole good faith business judgment or of the best interests of the Company are necessary, proper, convenient, or desirable to carry out the purposes of the Company, including, but not limited to, the right, power, and authority at any time or from time to time acting in the name of, on behalf of, and for the Company to do for the Company each or anyone or more of the following: (a) to own, acquire by lease or purchase, develop, maintain, improve, grant options with respect to, sell, convey, finance, assign, mortgage, or lease real estate and/or personal property and to cause to have constructed improvements upon any real estate necessary, convenient, or incidental to the accomplishment of the Company's purposes; (b) to execute on behalf of the Company any and all agreements, contracts, documents, certifications, and instruments necessary, proper, or convenient in connection with the development, management, maintenance, and operation of the Company or of any properties or other assets in which the Company has an interest, including without limitation, necessary easements to public or quasi-public bodies or public utilities; (c) to borrow money and issue evidences of the Company's indebtedness in furtherance of any or all of the Company's purposes, and to secure the repayment thereof by deed of trust, mortgage, security interest, pledge, or other lien or encumbrance on the Company's properties or assets; (d) to prepay in whole or in part, negotiate, refinance, recast, increase, renew, modify, amend, or extend any secured or other indebtedness (or the evidence thereof) for or on behalf of the Company or affecting Company properties or assets and in connection therewith to execute any extensions, renewals, amendments, or modifications of any evidences of indebtedness secured by deeds of trust, mortgages, security interests, pledges, or other encumbrances covering such properties or assets; (e) to enter into any kind of contract or activity and to cause the Company to perform and carry out activities or contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the Company's purposes, so long as those activities and contracts may lawfully be carried on or performed by a limited liability company under then applicable laws, rules, and regulations; (f) to lend money to the Company, as a creditor of the Company and not as an additional capital contribution to the Company, or to borrow money from the Company; provided that the terms of any such loan or loans, including the terms and interest rate thereof, shall be at least as favorable to the Company as those then available to the Company on the same type of loan if made to or received from a disinterested third party; and (g) to institute, conduct, defend, or prosecute any litigation, arbitration, or ADR proceeding on behalf of the Company (and to employ attorneys and experts in connection therewith), including the filing of all appropriate pleadings or petitions in any proceeding in bankruptcy.

Authority of Managers. The Subject to the limitations and restrictions set forth in this Agreement and the Act, the Managers shall have direct the sole management of the business and exclusive right to manage affairs of the Company and shall have all of the rights and powers which may be possessed by a “manager” under the Act including, without limitation, the right and power to make all decisions regarding the Company's business, including the right, powerdo or perform, and authority the further right and power by resolution to delegate to the Officers or such other Persons as the Managers deem appropriate, the right and power to do in the name of, and acting solely on behalf of and foror perform, the Company all lawful things that following: (a) Conduct the Company might do that in business and carry on the Manager's sole good faith business judgment or of the best interests of the Company are necessary, proper, convenient, or desirable to carry out the purposes operations of the Company, includingand have and exercise the powers granted by the Act in any state, but not limited toterritory, district or possession of the rightUnited States, poweror in any foreign country, and authority at which may be necessary or convenient to effect any time or from time to time acting in all of the name of, on behalf of, and purposes for which the Company is organized; (b) Open any bank accounts or trading accounts necessary for the Company to do for the Company each or anyone or more operation of the following: Company; (ac) to ownAcquire by purchase, acquire by lease or purchase, develop, maintain, improve, grant options with respect to, sell, convey, finance, assign, mortgage, otherwise any real or lease real estate and/or personal property and to cause to have constructed improvements upon any real estate which may be necessary, convenient, or incidental to the accomplishment of the Company's purposes; (b) to execute on behalf purposes of the Company Company; (d) Operate, maintain, finance, improve, construct, own, operate, sell, convey, assign, mortgage and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (e) Execute any and all agreements, contracts, documents, certifications, certifications and instruments necessary, proper, necessary or convenient in connection with the development, management, maintenance, maintenance and operation of the Company or business and affairs of any properties or other assets in which the Company has an interestCompany, including without limitationexecuting amendments to this Agreement and the Certificate in accordance with the terms of this Agreement, necessary easements both as Managers and where permitted, as attorney-in-fact for the Members pursuant to public or quasi-public bodies or public utilities; any power of attorney granted by the Members to the Managers; (cf) to borrow Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company's indebtedness , and secure the same by mortgage, pledge or other lien on any Company assets; (g) Execute, in furtherance of any or all of the purposes of the Company's purposes, and to secure the repayment thereof by any deed, lease, mortgage, deed of trust, mortgagemortgage note, security interestpromissory note, pledgexxxx of sale, contract or other lien instrument purporting to convey or encumbrance on encumber any or all of the Company's properties or Company assets; ; (dh) to prepay Prepay in whole or in part, negotiate, refinance, recast, increase, renew, modify, amend, modify or extend any secured liabilities affecting the assets of the Company and in connection therewith, execute any extensions or other indebtedness renewals of encumbrances on any or all of such assets; (i) Care for and distribute funds to the Members by way of cash income, return of capital or otherwise, all in accordance with the evidence thereofprovisions of this Agreement, and perform all matters in furtherance of the objectives of the Company and this Agreement; (j) for or Contract on behalf of the Company for the employment and services of employees and independent contractors, and delegate to such Persons the duty to manage or affecting Company properties supervise any of the assets or assets and operations of the Company; (k) Engage in connection therewith to execute any extensions, renewals, amendments, or modifications of any evidences of indebtedness secured by deeds of trust, mortgages, security interests, pledges, or other encumbrances covering such properties or assets; (e) to enter into any kind of contract or activity and to cause the Company to perform and carry out activities or contracts of any kind necessary or incidental to, or in connection with, or incidental to the accomplishment of the purposes of the Company's purposes, so long as those activities and contracts may be lawfully be carried on or performed by a limited liability company under the laws of each state in which the Company is then applicable lawsformed or qualified; (l) Take, rulesor refrain from taking, all actions, not expressly proscribed or limited by this Agreement or the Certificate, as may be necessary or appropriate to accomplish the purposes of the Company; (m) Institute, prosecute, defend, settle, compromise and regulations; (f) to lend money to dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or the Managers or Officers in connection with activities arising out of, connected with, or incidental to this Agreement, and engage counsel or others in connection therewith; (n) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, other limited liability companies, or individuals or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them; (o) Agree with any Person as a creditor to the form and other terms and conditions of such Person’s Capital Contribution to the Company and not as an additional capital contribution cause the Company to issue Membership Interests and Units in consideration for such Capital Contribution; and (p) Indemnify Members, Managers or Officers, or former Members, Managers or Officers, and to make any other indemnification that is authorized by this Agreement in accordance with, and to the Companyfullest extent permitted by, or to borrow money from the Company; provided that the terms of any such loan or loans, including the terms and interest rate thereof, shall be at least as favorable to the Company as those then available to the Company on the same type of loan if made to or received from a disinterested third party; and (g) to institute, conduct, defend, or prosecute any litigation, arbitration, or ADR proceeding on behalf of the Company (and to employ attorneys and experts in connection therewith), including the filing of all appropriate pleadings or petitions in any proceeding in bankruptcyAct.

Authority of Managers. The Subject to the limitations and restrictions set forth in this Agreement and the Act, the Managers shall have direct the sole management of the business and exclusive right to manage affairs of the Company and shall have all of the rights and powers which may be possessed by a “Manager” under the Act including, without limitation, the right and power to make all decisions regarding the Company's business, including the right, powerdo or perform, and authority the further right and power by resolution to delegate to the Officers or such other Persons as the Managers deem appropriate, the right and power to do in the name of, and acting solely on behalf of and foror perform, the Company all lawful things that following: (a) Conduct the Company might do that in business and carry on the Manager's sole good faith business judgment or of the best interests of the Company are necessary, proper, convenient, or desirable to carry out the purposes operations of the Company, includingand have and exercise the powers granted by the Act in any state, but not limited toterritory, district or possession of the rightUnited States, poweror in any foreign country, and authority at which may be necessary or convenient to effect any time or from time to time acting in all of the name of, on behalf of, and purposes for which the Company to do for the Company each or anyone or more of the following: is organized; (ab) to ownAcquire by purchase, acquire by lease or purchase, develop, maintain, improve, grant options with respect to, sell, convey, finance, assign, mortgage, otherwise any real or lease real estate and/or personal property and to cause to have constructed improvements upon any real estate which may be necessary, convenient, or incidental to the accomplishment of the Company's purposes; (b) to execute on behalf purposes of the Company Company; (c) Operate, maintain, finance, improve, construct, own, operate, sell, convey, assign, mortgage and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (d) Execute any and all agreements, contracts, documents, certifications, certifications and instruments necessary, proper, necessary or convenient in connection with the development, management, maintenance, maintenance and operation of the Company or business and affairs of any properties or other assets in which the Company has an interestCompany, including without limitationexecuting amendments to this Agreement and the Articles in accordance with the terms of this Agreement, necessary easements both as Managers and where permitted, as attorney-in-fact for the Members pursuant to public or quasi-public bodies or public utilities; any power of attorney granted by the Members to the Managers; (ce) to borrow Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company's indebtedness , and secure the same by mortgage, pledge or other lien on any Company assets; (f) Execute, in furtherance of any or all of the purposes of the Company's purposes, and to secure the repayment thereof by any deed, lease, mortgage, deed of trust, mortgagemortgage note, security interestpromissory note, pledgebxxx of sale, contract or other lien instrument purporting to convey or encumbrance on encumber any or all of the Company's properties or Company assets; ; (dg) to prepay Prepay in whole or in part, negotiate, refinance, recast, increase, renew, modify, amend, modify or extend any secured liabilities affecting the assets of the Company and in connection therewith, execute any extensions or other indebtedness renewals of encumbrances on any or all of such assets; (h) Care for and distribute funds to the Members by way of cash income, return of capital or otherwise, all in accordance with the evidence thereofprovisions of this Agreement, and perform all matters in furtherance of the objectives of the Company and this Agreement; (i) for Hire or contract on behalf of the Company for the employment and services of employees and independent contractors, and delegate to such Persons the duty to manage or affecting Company properties supervise any of the assets or assets and operations of the Company; (j) Engage in connection therewith to execute any extensions, renewals, amendments, or modifications of any evidences of indebtedness secured by deeds of trust, mortgages, security interests, pledges, or other encumbrances covering such properties or assets; (e) to enter into any kind of contract or activity and to cause the Company to perform and carry out activities or contracts of any kind necessary or incidental to, or in connection with, or incidental to the accomplishment of the purposes of the Company's purposes, so long as those activities and contracts may be lawfully be carried on or performed by a limited liability company under the laws of each state in which the Company is then applicable lawsformed or qualified; (k) Take, rulesor refrain from taking, all actions, not expressly proscribed or limited by this Agreement or the Articles, as may be necessary or appropriate to accomplish the purposes of the Company; (l) Institute, prosecute, defend, settle, compromise and regulations; (f) to lend money to dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or the Managers or Officers in connection with activities arising out of, connected with, or incidental to this Agreement, and engage counsel or others in connection therewith; (m) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, other limited liability companies, or individuals or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them; (n) Agree with any Person as a creditor to the form and other terms and conditions of such Person’s Capital Contribution to the Company and not as an additional capital contribution cause the Company to issue Membership Interests and Units in consideration for such Capital Contribution; and (o) Indemnify Members, Managers or Officers, or former Members, Managers or Officers, and to make any other indemnification that is authorized by this Agreement in accordance with, and to the Companyfullest extent permitted by, or to borrow money from the Company; provided that the terms of any such loan or loans, including the terms and interest rate thereof, shall be at least as favorable to the Company as those then available to the Company on the same type of loan if made to or received from a disinterested third party; and (g) to institute, conduct, defend, or prosecute any litigation, arbitration, or ADR proceeding on behalf of the Company (and to employ attorneys and experts in connection therewith), including the filing of all appropriate pleadings or petitions in any proceeding in bankruptcyAct.