Authority of Members to Bind the Company. Only the Sole Member and any manager, officer, employee or agent of the Company authorized by the Sole Member shall have the authority to bind the Company.
Authority of Members to Bind the Company. The Members hereby agree that no individual Member or Members can bind the Company or its Subsidiaries unless such Member or Members are acting with the express written authority of the Executive Committee or as otherwise authorized in accordance with this Company Agreement.
Authority of Members to Bind the Company. As provided in Section 5.2 hereof, the property, business and affairs of the Company shall be managed by its Members acting by and through the Board of Directors of the Company. Accordingly, only the Board of Directors and (to the extent permitted by this Agreement and the resolutions of the Board of Directors) Officers of the Company shall have the authority to bind the Company.
Authority of Members to Bind the Company. Only the Member-Managers and agents of the Company authorized by the Member-Managers shall have the authority to bind the Company. No Member who is not either a Member-Manager or otherwise authorized as an agent shall take any action to bind the Company, and each Member shall indemnify the Company for any costs or damages incurred by the Company as a result of the unauthorized action of such Member. Subject to section 6.1 of this Company Agreement, each Member-Manager has the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including, without limitations:
7.3.1 The [illigible] prosecution and defense of any Preceding in the Company's name;
7.3.2 The purchase, receipt, lease or other acquisition, ownership, holding, improvement, use, and other dealing with, Property, wherever located;
7.3.3 The sale, conveyance, mortgage, pledge, lease, exchange, and other disposition of Property;
7.3.4 The entering into contracts and guaranties, incurring of liabilities, borrowing money, issuance of notes, bonds, and other obligations and the securing of any of its obligations by mortgage or pledge of any of its Property or income;
7.3.5 The lending of money, investment, and reinvestment of the Company's funds, and receipt and holding of Property as security for repayment, including, without limitation, the loaning of money to, and otherwise helping Members, officers, emp1oyees and agents;
7.3.6 The conduct of the Company's business, the establishment of Company offices, and the exercise of the powers of the Company within or without the State.
7.3.7 The appointment of employees and agents of the Company, the defining of their duties, or the establishment of their compensation;
7.3.8 The payment of pensions and establishment of pension plans, pension trusts, profit sharing plans, and benefit and incentive plans for all or any of the current or former Members, employees, and agents of the Company;
7.3.9 The making of donations to the public welfare or for religious, charitable, scientific, literary, or educational purposes;
7.3.10 The payment or donation, or any other act that furthers the business and affairs of the Company;
7.3.11 The payment of compensation, or additional compensation to any or all Members, and employees on account of services previously rendered to the limited liability company, whether or not an agreement to pay such compensation was made before such services were rendered;
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Authority of Members to Bind the Company. Only the Manager shall have the authority to bind the Company. No Member who is not either a Manager or otherwise authorized as an agent shall take any action to bind the Company, and each Member shall indemnify the Company for any costs or damages incurred by the Company as a result of the unauthorized action of such Member. Subject to the provisions of Section 8.05, the Manager has the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including, without limitation, instituting, prosecuting and defending any proceeding in the Company's name, entering into, and renewing or modifying property management and leasing agreements, leasing or selling the Company's Property or portions thereof, entering into contracts and guaranties and incurring liabilities.
Authority of Members to Bind the Company. Only the Member-Manager and agents of the Company authorized by the Member-Manager shall have the authority to bind the Company consistent with the terms of this Agreement. No Member who is not either a Member-Manager or otherwise expressly authorized by the Member-Manager as an agent shall take any action to bind the Company, and each Member shall indemnify the Company for any costs, liabilities, obligations, or damages incurred by the Company as a result of the unauthorized action of such Member. Subject to Section 6.1 hereof, the Member-Manager has the power and authority, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including, without limitation:
(a) Procuring general business liability insurance insuring against all risks normally insured against by companies of similar size engaged in similar lines of business;
(b) Arranging for the maintenance of any offices maintained by the Company according to standards reasonably acceptable within the industry and for the provision of all necessary or appropriate repairs and replacements;
(c) Arranging for appropriate office record keeping, bookkeeping and accounting, as herein required and otherwise required by the Act;
(d) Arranging for the billing and collection on behalf of the Company of all fees, charges or other compensation due to the Company, in addition to the responsibility to direct, endorse and deposit all checks and other funds, as well as take such other actions (including the establishment of the Company's bank account(s), at a federally insured banking institution located within the United States) regarding the handling of checks and other funds owed, owned or held by or on behalf of the Company; and
(e) Subject to NHP's prior review and approval, not to be unreasonably withheld or delayed, preparing, or causing to be prepared, and filing all material, periodical and other required reports to any governmental and regulatory agencies, including tax returns, and performing all related administrative functions.
Authority of Members to Bind the Company. The Members hereby agree that only the JV Board, and as applicable, the Manager, shall have the authority to bind the Company. No Member other than the JV Board and the Manager shall take any action as a Member to bind the Company, and each Member shall indemnify the Company for any costs or damages incurred by the Company as a result of the unauthorized action of such Member.
Authority of Members to Bind the Company. (General Powers) - The Members hereby agree that only the Manager and authorized agents of the Company shall have the authority to bind the Company. The Manager has the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and of the Company.
Authority of Members to Bind the Company. Only the Managing Member and agents of the Company authorized by the Managing Member shall have the authority to bind the Company. No Member who is not either a Managing Member or otherwise authorized as an agent shall take any action to bind the Company, and each Member shall indemnify the Company for any costs or damages incurred by the Company as a result of the unauthorized action of such Member. Subject to the provisions of Section 5 of this Article VII, the Managing Member has the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including, without limitation, instituting, prosecuting and defending any Proceeding in the Company’s name, entering into, and renewing or modifying property management and leasing agreements with the Property Manager. The Managing Member shall have the sole authority to remove or replace the Manager or fill a vacancy in the position thereof. The Managing Member may authorize the Manager to do all things necessary or convenient to carry out the business and affairs of the Company and may authorize the Manager to execute, acknowledge and deliver, in the name of the Company, any agreements, governmental filings, notes, mortgages, leases, documents, certificates, instruments, financing statements and affidavits on behalf of the Company.
Authority of Members to Bind the Company. Only the Member-Manager and agents of the Company authorized by the Member- Manager shall have the authority to bind the Company. No Member who is not either a Member-Manager or otherwise authorized as an agent shall take any action to bind the Company, and each Member shall indemnify the Company for any costs or damages incurred by the Company as a result of the unauthorized action of such Member. Subject to Sections 4 and 8 of this Operating Agreement and the limitations of section 9.5 below, each Member-Manager has the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company, including, without limitation:
9.3.1. The institution, prosecution and defense of any proceeding in the Company’s name;
9.3.2. The purchase, receipt, lease or other acquisition, ownership, holding, improvement, use and other dealing with, Property, wherever located;
9.3.3. The entering into contracts and guaranties; incurring of liabilities; borrowing money, issuance of notes, bonds and other obligations; and the securing of any of its obligations by mortgage or pledge of any of its Property or income;
9.3.4. The lending of money, investment and reinvestment of the Company’s funds, and receipt and holding of Property as security for payment;
9.3.5. The conduct of the Company’s business, the establishment of Company offices, and the exercise of the powers of the Company within or without Kentucky;
9.3.6. The appointment of employees and agents of the Company, the defining of their duties, the establishment of their compensation.
