Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies; (b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company; (c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's interest in the assets and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters; (d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each a "Person") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) to provide certain administrative services (any such person, firm or entity providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company; (e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law; (f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member; (g) allocate the Company's assets to Advisors and limited liability companies or other entities managed by the Managing Member through which the Company accesses Advisors ("Portfolio Companies"), oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's assets among existing or new Advisors or Portfolio Companies; (h) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission; (i) make distributions to Members in cash or (to the extent permitted hereunder) otherwise; (j) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member; (k) determine the accounting methods and conventions to be used in the preparations of any accounting or financial records of the Company; (l) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law; (m) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and (n) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC), Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC), Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may may, in its discretion, deem necessary or advisable necessary, desirable or incidental thereto, including, without limitation, the power to:
(a) open, maintain identify investments and close accounts, including custodial accounts, with banks, including banks located inside potential Investments and outside the United States, establish and draw checks or other orders for the payment of moniesreview policies and investment guidelines;
(b) lendacquire, either with hold, manage, own, sell, transfer, convey, assign, exchange, pledge or without security, funds otherwise dispose of any Investment made or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) and secure the payment of obligations of the Company held by pledges or hypothecation of all or any part of the property of the Company;
(c) do any enter into, make and perform all acts on behalf contracts and other undertakings, and engage in all activities and transactions, as may be necessary or advisable to the carrying out of the Companyforegoing objects and purposes, including without limitation the power to:
(i) purchase, transfer, mortgage, pledge and otherwise acquire and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Investments;
(ii) acquire Company assets with respect to Investments and to make purchases or sales increasing, decreasing or liquidating such positions without any limitation as to the frequency of the fluctuation in such positions;
(iii) borrow or raise money without limitation as to amount but subject to any applicable regulations concerning such transactions and to secure the payment of any obligations of the Company by mortgage upon, or hypothecation or pledge of, all or part of the property or assets of the Company's interest in the assets and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association open accounts with banks or other entity (each a "Person") (including the Managing Member financial institutions, deposit, maintain and any of its Affiliates) pursuant to an Administration Agreement (as defined withdraw funds in the Company's Confidential Private Placement Memorandum) to provide certain administrative services (any such person, firm or entity providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation name of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry draw checks or other orders for the ownership payment of each series moneys, and pay the customary fees and charges applicable to transactions in all such accounts;
(e) borrow money and to make, issue, accept, endorse and execute promissory notes, drafts, bills of Units exchange and providing other administrative services instruments and evidences of indebtedness, all without limit as to amount and to secure the payment thereof by mortgage, pledge or assignment of or granting a security interest in all or any part of the securities and other property then owned or thereafter acquired by the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage enter into, and take any personnelaction under, whether part time or full timeany contract, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company agreement or other Persons instrument as the Managing Member may deem shall determine, in its discretion, to be necessary or desirable, whether or not any such Person may be an Affiliate desirable to further the purposes of the Company (including subscription agreements with any Non-Managing Member or may also be employed by prospective Non-Managing Member), including granting or refraining from granting any Affiliate waivers, consents and approvals with respect to any of the Managing Memberforegoing and any matters incident thereto;
(g) allocate the Company's assets to Advisors and limited liability companies or other entities managed by the Managing Member through which the Company accesses Advisors ("Portfolio Companies"), oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's assets among existing or new Advisors or Portfolio Companies;
(h) bring and defend actions and proceedings at law or in equity and before any governmental, administrative or other regulatory agency, body or commission;
(h) employ, on behalf of the Company, any and all financial advisers, underwriters, attorneys, accountants, consultants, appraisers, custodians of the assets of the Company, or other agents, on such terms and for such compensation as the Managing Member may determine, whether or not such person may be an affiliate of the Managing Member or may also be otherwise employed by any such affiliate, and terminate such employment;
(i) make distributions to Members all elections, investigations, evaluations and decisions, including the voting of securities held by the Company, binding the Company thereby, that may in cash the judgment of the Managing Member be necessary or (to desirable for the extent permitted hereunder) otherwiseacquisition, management or disposition of Investments by the Company;
(j) incur expenses and other obligations on behalf of the Company in accordance with this Agreement, and, to the extent that funds of the Company are available for such purpose, pay all such expenses and obligations;
(k) establish reserves in accordance with this Agreement for contingencies and for any other Company purpose;
(l) make distributions in accordance with this Agreement to the Members in cash or otherwise;
(m) prepare and file cause to be prepared reports, statements and other information for distribution to the Members;
(n) cause to be prepared and filed all necessary U.S. and, if appropriate, non-U.S. tax returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company Company, and withhold amounts with respect thereto from funds otherwise distributable to the Managing Member or any Non-Managing Member;
(ko) maintain records and accounts of all operations and expenditures of the Company;
(p) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(lq) make convene meetings of the Non-Managing Members for any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax lawpurpose;
(mr) determine effect a dissolution of the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returnsas provided herein; and
(ns) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, Company in all matters necessary to, in connection with, or incidental to, any of to the foregoing.
Appears in 5 contracts
Samples: Operating Agreement (DLP Positive Note Fund LLC), Operating Agreement (DLP Positive Note Fund LLC), Operating Agreement (DLP Positive Note Fund LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing MemberMember or its Affiliates) and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's interest in the assets and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each each, a "Person") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) to provide certain administrative services (any such person, firm or entity providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate the Company's assets to Advisors Advisors, Portfolio Companies and limited liability companies or other entities managed by the Managing Member through which the Company accesses Advisors ("Portfolio Companies")investment funds, oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's assets among existing or new Advisors Advisors, Portfolio Companies or Portfolio Companiesinvestment funds;
(h) invest any of the Company's cash balances which it determines at any time, in its sole discretion, not to allocate to the Advisors, Portfolio Companies or investment funds, in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Goldman, Sachs & Co. or its Affiliates;
(i) redeem the Coxxxxx'x ixxxxxsts in any investment fund or Portfolio Company in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC), Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) Member or its Affiliates), and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's assets (including any interest in the assets therein) and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each each, a "Person" and collectively, "Persons") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity Person providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate the Company's assets assets, directly or indirectly, to Advisors and limited liability companies or other entities managed by the Managing Member through which the Company accesses Advisors ("Portfolio Companies")) and investment funds in the manner set forth in the Company's Confidential Private Placement Memorandum (as amended or supplemented from time to time, the "Memorandum") oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's assets among existing or new Advisors Advisors, Portfolio Companies or Portfolio Companiesinvestment funds;
(h) invest any of the Company's cash balances which it determines at any time, in its sole discretion, not to allocate to the Advisors, Portfolio Companies or investment funds, in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Goldman, Sachs & Co. or its Affiliates;
(i) redeem txx Xxxpaxx'x interests in any investment fund or Portfolio Company in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC), Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) Member or its Affiliates), and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's assets (including any interest in the assets therein) and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each each, a "Person" and collectively, "Persons") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity Person providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate the Company's assets assets, directly or indirectly, to Advisors and limited liability companies or other entities managed by the Managing Member through which the Company accesses Advisors ("Portfolio Companies")) and investment funds in the manner set forth in the Company's Confidential Private Placement Memorandum (as amended or supplemented from time to time, the "Memorandum") oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's assets among existing or new Advisors Advisors, Portfolio Companies or Portfolio Companiesinvestment funds;
(h) invest any of the Company's cash balances which it determines at any time, in its sole discretion, not to allocate to the Advisors, Portfolio Companies or investment funds, in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Goldman, Sachs & Co. or its Affiliates;
(i) redeem txx Xxxpaxx'x interests in any investment fund or Portfolio Company in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC), Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's interest in the assets and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each a "Person") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity Person providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate initially allocate, in its sole discretion, the Company's assets or any portion thereof among the Sector Funds or to Advisors and limited liability companies (directly or other entities indirectly through Portfolio Companies or investment funds managed by the Managing Member through which the Company accesses Advisors an Advisor (each, a "Portfolio CompaniesFund")) in the manner set forth in the Company's Confidential Private Placement Memorandum (as amended or supplemented from time to time, the "Memorandum"), oversee such allocations and, from time to time, in the its sole discretion of the Managing Memberdiscretion, reallocate re-allocate the Company's assets among existing or new Advisors or Portfolio Companiesthe Sector Funds and/or the Advisors;
(h) invest any of the Company's cash balances which it determines at any time, in its sole discretion, not to allocate to the Sector Funds, Portfolio Companies or Portfolio Funds, in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Goldman, Sachs & Co. or its Affiliates;
(i) redeem thx Xxxxxny'x xxterests in any Sector Fund, Portfolio Company or Portfolio Fund in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's interest in the assets and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each a "Person") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity Person providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate initially allocate, in its sole discretion, the Company's assets or any portion thereof among the Sector Funds or directly to Advisors and limited liability companies in the manner set forth in the Company's Confidential Private Placement Memorandum (as amended or other entities managed by supplemented from time to time, the Managing Member through which the Company accesses Advisors ("Portfolio CompaniesMemorandum"), oversee such allocations and, from time to time, in the its sole discretion of the Managing Memberdiscretion, reallocate re-allocate the Company's assets among existing or new Advisors or Portfolio Companiesthe Sector Funds and/or the Advisors;
(h) invest any of the Company's cash balances which it determines at any time, in its sole discretion, not to allocate to the Sector Funds, Portfolio Companies or funds managed by an Advisor (each, a "Portfolio Fund"), in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Goldman, Sachs & Co. or its Affiliates;
(i) redeem thx Xxxxxny'x xxterests in any Sector Fund, Portfolio Company or Portfolio Fund in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing MemberMember or its Affiliates) and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's interest in the assets and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each a "Person") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate initially allocate, in its sole discretion, the Company's assets or any portion thereof among the Investment Funds in the manner set forth in the Company's Confidential Private Placement Memorandum (as amended or supplemented from time to Advisors and limited liability companies or other entities managed by time, the Managing Member through which the Company accesses Advisors ("Portfolio CompaniesMemorandum"), oversee such allocations and, from time to time, in the its sole discretion of the Managing Memberdiscretion, reallocate re-allocate the Company's assets among existing or new Advisors or Portfolio Companiesthe Investment Funds;
(h) invest any of the Company's cash balances which it determines at any time, in its sole discretion, not to allocate to the Investment Funds, in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Goldman, Sachs & Co. or its Affiliates;
(i) xxxxxx txx Xompany's interests in any Investment Fund in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC)
Authority of the Managing Member. The (a) Except as expressly provided herein, the Managing Member shall have has all power and authority to manage, and direct the management of, the business and affairs of the Company. Approval by or action taken by the Managing Member constitutes approval or action by the Company and is binding on each Member.
(b) Subject to the limitations imposed by the Act and this Agreement, the Managing Member has the power on behalf of to conduct, manage and in control both the name ordinary business of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may deem necessary or advisable or incidental thereto, including, extraordinary transactions including without limitation, limitation the power to:
(ai) openapprove the acquisition, maintain and close accountsdisposition, including custodial accountspurchase, with bankssale, including banks located inside and outside the United States, and draw checks exchange or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties liquidation of the Company, and borrow assets or raise funds (including borrowing from Affiliates of the Managing Member) and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(cii) do authorize any and all acts on behalf distribution to Members;
(iii) change the fiscal year of the CompanyCompany or make or modify any tax elections as the Managing Member believes to be in the best interests of the Company and the Members;
(iv) possess, transfer or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's interest in the assets and to, securities or other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, including but not limited to conducting and managing the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each a "Person") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) to provide certain administrative services (any such person, firm or entity providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation operations of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate the Company's assets to Advisors and limited liability companies or other entities managed by the Managing Member through which the Company accesses Advisors ("Portfolio Companies"), oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's assets among existing or new Advisors or Portfolio Companies;
(h) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(i) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(j) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(k) determine the accounting methods and conventions to be used in the preparations of any accounting or financial records subsidiaries of the Company;
(lv) make approve any change of the location of the principal place of business of the Company;
(vi) open, conduct and close checking, savings, custodial and other accounts on behalf of the Company in such banks or other financial institutions as the Managing Member may select from time to time;
(vii) negotiate, enter into, execute and exercise the Company’s rights under any and all tax elections permitted contracts necessary, desirable or convenient with respect to be made under the Internal Revenue Code business and affairs of 1986, as amended (the "Code"), and any applicable state, local or foreign tax lawCompany;
(mviii) determine execute any notifications, statements, reports, returns, registrations or other filings that are necessary or desirable to be filed with any local, state or federal agency, commission or authority, including without limitation any registration of securities with any state or federal securities commission, and appear before such agency, commission or authority on behalf of the tax treatment Company;
(ix) purchase or bear the cost of any Company transaction or item for purposes insurance covering the potential liabilities of completing the Company's federal, statethe Members, local or foreign tax returns; and
(n) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent any officer or employee of the Company, to act for and any other Person acting on behalf of the Company;
(x) commence, defend or settle litigation pertaining to the Company, its business or assets, provided that the Company is not to bear the expenses of any litigation brought against any Member or the Managing Member acting in all matters necessary tothat capacity, in connection any officer or employee of the Company or any other Person acting on behalf of the Company except as permitted by this Agreement;
(xi) employ accountants, attorneys, contractors, brokers, investment managers, engineers, consultants, agents or other Persons, firms, corporations or entities on such terms and for such compensation as it determines is proper, including without limitation Persons who may be Members or Affiliates, or who perform services for, or have business, financial, family or other relationships with, any Member, the Managing Member or any officer or employee of the Company; and
(xii) enter into, make, perform and terminate such contracts, agreements and other undertakings as the Managing Member may determine to be necessary, advisable or incidental to, any to the carrying out of the foregoingforegoing objects and purposes, and execute, acknowledge and deliver such instruments, and do such other acts, as it may deem necessary, advisable or incidental to the conduct of the business contemplated by this Section 7.2(b).
Appears in 1 contract
Samples: Limited Liability Company Agreement (OGE Enogex Partners L.P.)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing MemberMember or its Affiliates) and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's interest in the assets and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each a "Person") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity Person providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate initially allocate, in its sole discretion, the Company's assets or any portion thereof among the Sector Funds or directly to Advisors and limited liability companies in the manner set forth in the Company's Confidential Private Placement Memorandum (as amended or other entities managed by supplemented from time to time, the Managing Member through which the Company accesses Advisors ("Portfolio CompaniesMemorandum"), oversee such allocations and, from time to time, in the its sole discretion of the Managing Memberdiscretion, reallocate re-allocate the Company's assets among existing or new Advisors or Portfolio Companiesthe Sector Funds and/or the Advisors;
(h) invest any of the Company's cash balances which it determines at any time, in its sole discretion, not to allocate to the Sector Funds, Portfolio Companies or funds managed by an Advisor (each, a "Portfolio Fund"), in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Goldman, Sachs & Co. or its Affiliates;
(i) redeem thx Xxxxxny'x xxterests in any Sector Fund, Portfolio Company or Portfolio Fund in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's ’s investable assets, which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) Member or its Affiliates), and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's ’s assets (including any interest in the assets therein) and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each each, a "“Person"” and collectively, “Persons”) (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity Person providing such services being referred to herein as the "“Administrator"”), including, without limitation, calculating the net asset value (the "“NAV"”) of each series of Units and Members' ’ Capital Accounts, valuing the Company's ’s assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's ’s financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate the Company's assets ’s assets, directly or indirectly, to Advisors and limited liability companies or other entities managed by the Managing Member through which the Company accesses Advisors ("“Portfolio Companies")”) and investment funds in the manner set forth in the Company’s Confidential Private Placement Memorandum (as amended or supplemented from time to time, the “Memorandum”) oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's ’s assets among existing or new Advisors Advisors, Portfolio Companies or Portfolio Companiesinvestment funds;
(h) invest any of the Company’s cash balances which it determines at any time, in its sole discretion, not to allocate to the Advisors, Portfolio Companies or investment funds, in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Gxxxxxx, Sxxxx & Co. or its Affiliates;
(i) redeem the Company’s interests in any investment fund or Portfolio Company in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "“Code"”), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's ’s federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) Member or its Affiliates), and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's assets (including any interest in the assets therein) and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each each, a "Person" and collectively, "Persons") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity Person providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate the Company's assets assets, directly or indirectly, to Advisors and limited liability companies or other entities managed by the Managing Member through which the Company accesses Advisors ("Portfolio Companies") and investment funds in the manner set forth in the Company's Confidential Private Placement Memorandum (as amended or supplemented from time to time, the "Memorandum"), oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's assets among existing or new Advisors Advisors, Portfolio Companies or Portfolio Companiesinvestment funds;
(h) invest any of the Company's cash balances which it determines at any time, in its sole discretion, not to allocate to the Advisors, Portfolio Companies or investment funds, in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Goldman, Sachs & Co. or its Affiliates;
(i) redeem txx Xxxpaxx'x interests in any investment fund or Portfolio Company in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) Member or its Affiliates), and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's assets (including any interest in the assets therein) and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each each, a "Person" and collectively, "Persons") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity Person providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate the Company's assets assets, directly or indirectly, to Advisors Advisors, Portfolio Companies and limited liability companies investment funds in the manner set forth in the Company's Confidential Private Placement Memorandum (as amended or other entities managed by supplemented from time to time, the Managing Member through which the Company accesses Advisors ("Portfolio CompaniesMemorandum"), oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's assets among existing or new Advisors Advisors, Portfolio Companies or Portfolio Companiesinvestment funds;
(h) invest any of the Company's cash balances which it determines at any time, in its sole discretion, not to allocate to the Advisors, Portfolio Companies or investment funds, in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Goldman, Sachs & Co. or its Affiliates;
(i) redeem txx Xxxpaxx'x interests in any investment fund or Portfolio Company in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's interest in the assets and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each a "Person") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate initially allocate, in its sole discretion, the Company's assets or any portion thereof among the Investment Funds in the manner set forth in the Company's Confidential Private Placement Memorandum (as amended or supplemented from time to Advisors and limited liability companies or other entities managed by time, the Managing Member through which the Company accesses Advisors ("Portfolio CompaniesMemorandum"), oversee such allocations and, from time to time, in the its sole discretion of the Managing Memberdiscretion, reallocate re-allocate the Company's assets among existing or new Advisors or Portfolio Companiesthe Investment Funds;
(h) invest any of the Company's cash balances which it determines at any time, in its sole discretion, not to allocate to the Investment Funds, in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Goldman, Sachs & Co. or its Affiliates;
(i) redeem the Xxxxxxy'x xxterests in any Investment Fund in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing MemberMember or its Affiliates) and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's interest in the assets and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each a "Person") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity Person providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate initially allocate, in its sole discretion, the Company's assets or any portion thereof among the Sector Funds or to Advisors and limited liability companies (directly or other entities indirectly through Portfolio Companies or investment funds managed by the Managing Member through which the Company accesses Advisors an Advisor (each, a "Portfolio CompaniesFund")) in the manner set forth in the Company's Confidential Private Placement Memorandum (as amended or supplemented from time to time, the "Memorandum"), oversee such allocations and, from time to time, in the its sole discretion of the Managing Memberdiscretion, reallocate re-allocate the Company's assets among existing or new Advisors or Portfolio Companiesthe Sector Funds and/or the Advisors;
(h) invest any of the Company's cash balances which it determines at any time, in its sole discretion, not to allocate to the Sector Funds, Portfolio Companies or Portfolio Funds), in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Goldman, Sachs & Co. or its Affiliates;
(i) redeem thx Xxxxxny'x xxterests in any Sector Fund, Portfolio Company or Portfolio Fund in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC)
Authority of the Managing Member. The Managing Member shall have the power and authority on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.011.04, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may deem necessary or advisable or incidental thereto, including, without limitation, the power and authority to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) Member or its Affiliates), and secure the payment of obligations of the Company by pledges or hypothecation of all or any part par of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's ’s assets (including any interest in the assets therein) and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each each, a "“Person"”) (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity providing such services being referred to herein as the "“Administrator"”), including, without limitation, calculating the net asset value (the "“NAV"”) of each series of Units the Company and Members' ’ Capital Accounts, valuing the Company's ’s assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's ’s financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units Interests and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part par time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate the Company's assets ’s assets, directly or indirectly, to Advisors Advisors, Portfolio Companies and limited liability companies or other entities managed by the Managing Member through which the Company accesses Advisors ("Portfolio Companies")Funds, oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's ’s assets among existing or new Advisors Advisors, Portfolio Companies or Portfolio CompaniesFunds;
(h) purchase, acquire or otherwise enter into (directly or indirectly) structured notes, swaps, options or other derivative instruments with respect to, or indirect investments in, Portfolio Funds or other assets, and dispose of any of the foregoing;
(i) invest any of the Company’s cash balances which it determines at any time, in its sole discretion, not to allocate to the Advisors, Portfolio Companies or Portfolio Funds, in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Gxxxxxx, Sxxxx & Co. or its Affiliates (“Gxxxxxx Sachs”);
(j) redeem the Company’s interests in any Portfolio Fund or Portfolio Company in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(k) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(il) make distributions to Members in cash or (to the extent permitted hereunderhereunder and by applicable law) otherwise;
(jm) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(kn) determine the accounting methods and conventions to be used in the preparations of any accounting or financial records of the Company;
(lo) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "“Code"”), and any applicable state, local or foreign tax law;
(mp) determine the tax treatment of any Company transaction or item for purposes of completing the Company's ’s federal, state, local or foreign tax returns; and
(nq) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) Member or its Affiliates), and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's assets (including any interest in the assets therein) and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each each, a "Person" and collectively, "Persons") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity Person providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate the Company's assets assets, directly or indirectly, to Advisors Advisors, Portfolio Companies and limited liability companies investment funds in the manner set forth in the Company's Confidential Private Placement Memorandum (as amended or other entities managed by supplemented from time to time, the Managing Member through which the Company accesses Advisors ("Portfolio CompaniesMemorandum"), oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's assets among existing or new Advisors Advisors, Portfolio Companies or Portfolio Companiesinvestment funds;
(h) invest any of the Company's cash balances which it determines at any time, in its sole discretion, not to allocate to the Advisors, Portfolio Companies or investment funds, in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Goldman, Sachs & Co. or its Affiliates;
(i) redeem txx Xxxpaxx'x interests in any investment fund or Portfolio Company in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners Ii LLC)
Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) Member or its Affiliates), and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's ’s assets (including any interest in the assets therein) and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each each, a "“Person"” and collectively, “Persons”) (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) administration agreement to provide certain administrative services (any such person, firm or entity Person providing such services being referred to herein as the "“Administrator"”), including, without limitation, calculating the net asset value (the "“NAV"”) of each series of Units and Members' ’ Capital Accounts, valuing the Company's ’s assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's ’s financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate the Company's assets ’s assets, directly or indirectly, to Advisors and limited liability companies or other entities managed by the Managing Member through which the Company accesses Advisors ("“Portfolio Companies")”) and investment funds in the manner set forth in the Company’s Confidential Private Placement Memorandum (as amended or supplemented from time to time, the “Memorandum”) oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's ’s assets among existing or new Advisors Advisors, Portfolio Companies or Portfolio Companiesinvestment funds;
(h) invest any of the Company’s cash balances which it determines at any time, in its sole discretion, not to allocate to the Advisors, Portfolio Companies or investment funds, in any instruments it deems appropriate in its sole discretion, including, without limitation, money market funds sponsored by Gxxxxxx, Sxxxx & Co. or its Affiliates;
(i) redeem the Company’s interests in any investment fund or Portfolio Company in order to obtain cash necessary to meet the redemption requests of the Members, or for any other reason in its sole discretion;
(j) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(ik) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(jl) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(km) determine the accounting methods and conventions to be used in the preparations preparation of any accounting or financial records of the Company;
(ln) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "“Code"”), and any applicable state, local or foreign tax law;
(mo) determine the tax treatment of any Company transaction or item for purposes of completing the Company's ’s federal, state, local or foreign tax returns; and
(np) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent or employee of the Company, to act for and on behalf of the Company, in all matters necessary to, in connection with, or incidental to, any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Goldman Sachs Hedge Fund Partners LLC)
Authority of the Managing Member. The (a) Except as expressly provided herein, the Managing Member shall have has all power and authority to manage, and direct the management of, the business and affairs of the Company. Approval by or action taken by the Managing Member constitutes approval or action by the Company and is binding on each Member.
(b) Subject to the limitations imposed by the Act and this Agreement, the Managing Member has the power on behalf of to conduct, manage and in control both the name ordinary business of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may deem necessary or advisable or incidental thereto, including, extraordinary transactions including without limitation, limitation the power to:
(ai) openapprove the acquisition, maintain and close accountsdisposition, including custodial accountspurchase, with bankssale, including banks located inside and outside the United States, and draw checks exchange or other orders for the payment of monies;
(b) lend, either with or without security, funds or other properties liquidation of the Company, and borrow assets or raise funds (including borrowing from Affiliates of the Managing Member) and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company;
(cii) do authorize any and all acts on behalf distribution to Members;
(iii) change the fiscal year of the CompanyCompany or make or modify any tax elections as the Managing Member believes to be in the best interests of the Company and the Members;
(iv) possess, transfer or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's interest in the assets and to, securities or other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, including but not limited to conducting and managing the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each a "Person") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) to provide certain administrative services (any such person, firm or entity providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation operations of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate the Company's assets to Advisors and limited liability companies or other entities managed by the Managing Member through which the Company accesses Advisors ("Portfolio Companies"), oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's assets among existing or new Advisors or Portfolio Companies;
(h) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(i) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(j) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(k) determine the accounting methods and conventions to be used in the preparations of any accounting or financial records subsidiaries of the Company;
(lv) make approve any change of the location of the principal place of business of the Company;
(vi) open, conduct and close checking, savings, custodial and other accounts on behalf of the Company in such banks or other financial institutions as the Managing Member may select from time to time;
(vii) negotiate, enter into, execute and exercise the Company's rights under any and all tax elections permitted contracts necessary, desirable or convenient with respect to be made under the Internal Revenue Code business and affairs of 1986, as amended (the "Code"), and any applicable state, local or foreign tax lawCompany;
(mviii) determine execute any notifications, statements, reports, returns, registrations or other filings that are necessary or desirable to be filed with any local, state or federal agency, commission or authority, including without limitation any registration of securities with any state or federal securities commission, and appear before such agency, commission or authority on behalf of the tax treatment Company;
(ix) purchase or bear the cost of any Company transaction or item for purposes insurance covering the potential liabilities of completing the Company's federal, statethe Members, local or foreign tax returns; and
(n) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member or agent any officer or employee of the Company, to act for and any other Person acting on behalf of the Company;
(x) commence, defend or settle litigation pertaining to the Company, its business or assets, provided that the Company is not to bear the expenses of any litigation brought against any Member or the Managing Member acting in all matters necessary tothat capacity, in connection any officer or employee of the Company or any other Person acting on behalf of the Company except as permitted by this Agreement;
(xi) employ accountants, attorneys, contractors, brokers, investment managers, engineers, consultants, agents or other Persons, firms, corporations or entities on such terms and for such compensation as it determines is proper, including without limitation Persons who may be Members or Affiliates, or who perform services for, or have business, financial, family or other relationships with, any Member, the Managing Member or any officer or employee of the Company; and
(xii) enter into, make, perform and terminate such contracts, agreements and other undertakings as the Managing Member may determine to be necessary, advisable or incidental to, any to the carrying out of the foregoingforegoing objects and purposes, and execute, acknowledge and deliver such instruments, and do such other acts, as it may deem necessary, advisable or incidental to the conduct of the business contemplated by this Section 7.2(b).
Appears in 1 contract
Samples: Limited Liability Company Agreement (OGE Enogex Partners L.P.)
Authority of the Managing Member. The Managing Member shall have the power by itself on behalf of and in the name of the Company to carry out out, directly or indirectly, any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, Article 3 or hereafter determined by the Managing Member and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection including with investment of the Company's investable assetsits Affiliates, which it may deem necessary or necessary, advisable or incidental thereto, including, without limitation, the power to:
(a) invest all or a portion of the Company’s assets in Investments, whether directly or indirectly through the REIT Subsidiary, Parallel Entity and/or other special purpose vehicle(s);
(b) originate, invest in, acquire or own real estate, real estate-related assets or other investments;
(c) rent or lease any real estate investments;
(d) invest in publicly traded, private or restricted common and preferred stock, other evidences of equity ownership, debt securities of any credit quality or seniority including, without limitation, defaulted debt securities, secured and unsecured debt securities, or any options or securities convertible into or exercisable for any of the foregoing, fixed-income securities (including obligations of the United States, any other government or international agency or instrumentalities and agencies of any of them); and to acquire, hold, sell, dispose of, or otherwise invest in other instruments and property for investment or speculation or risk management purposes;
(e) open, maintain and close accountsaccounts with brokers, including custodial accountsdealers, with banks, including banks located inside and outside others and issue all instructions and authorizations to entities regarding the United Statespurchase and sale or entering into, as the case may be, of any investment, certificates of deposit, bankers acceptances, repurchase and reverse repurchase agreements, agreements for the borrowing and lending of any investment and other assets, instruments and investments for the purpose of seeking to achieve the Company’s purposes as well as to facilitate distributions, repurchases, the payment of expenses of the Company and the business and affairs of the Company in general;
(f) borrow money from banks, broker-dealers and other lenders and enter into appropriate credit agreements and arrange for credit facilities for the purpose of purchasing an investment for the Company, reducing the need for the Company to hold cash, to pay operating expenses or for temporary liquidity purposes or funding repurchases on a short- term basis, and draw secure the payment of any obligations of the Company by hypothecation or pledge of all or part of the assets of the Company;
(g) in the name of the Company or other special purpose vehicle(s), subject to paragraph (f) above, execute promissory notes, drafts, bills of exchange and other instruments and evidences of indebtedness and secure the payment thereof by mortgage, pledge or assignment of or security interest in all or any part of property then owned or thereafter acquired by the Company, as well as the Company’s right to call and receive each Member’s Capital Contributions, and refinance, recast, modify or extend any of the obligations of the Company and the instruments securing those obligations;
(h) open, maintain and close bank accounts and authorize the drawing of checks or other orders for the payment of monies;
(bi) lendacquire, either with lease, sell, hold or without security, funds dispose of any assets or other properties of investments in the Company, and borrow name or raise funds (including borrowing from Affiliates of for the Managing Member) and secure the payment of obligations account of the Company by pledges or hypothecation of all enter into any contract or any part endorsement in the name or for the account of the property Company with respect to any such assets or investments or in any other manner bind the Company to acquire, lease, sell, hold or dispose of any such assets or investments whatsoever on such terms as the Managing Member shall determine and to otherwise deal in any manner with the assets of the Company in accordance with the purposes of the Company;
(cj) organize one or more Persons formed to hold an investment or serve as record title as nominee for the Company;
(k) enter into a contract with a Person or Persons selected by the Managing Member to act as investment manager or as sub-investment manager for the Company, including third parties and/or Affiliates of the Managing Member, to manage all or a portion of the Company’s assets and direct the formulation and implementation of investment policies and strategies for the Company in accordance with this Agreement and the Memorandum;
(l) enter into contracts with a Person or Persons selected by the Managing Member to act as custodian, administrator and transfer agent for the Company in accordance with the Memorandum;
(m) engage attorneys, independent auditors or such other Persons as the Managing Member may deem necessary or advisable, and to do all such other acts as the Managing Member, or such personnel or employees acting within the scope of authority granted to them by the Managing Member or this Agreement, may deem necessary or advisable in connection with carrying out the business of the Company;
(n) make such elections for the Company under the Code and other relevant tax laws as to the treatment of, and accounting for, items of income, gain, loss, deduction and credit, and as to all other relevant matters, as the Managing Member deems necessary or appropriate, including, without limitation, elections referred to in Section 754 of the Code, determination of which items of cash outlay are to be capitalized or treated as current expenses, and selection of the method of accounting and bookkeeping procedures to be used by the Company;
(o) bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Company;
(p) deposit, redeem, invest, pay, retain and distribute the assets of the Company in a manner consistent with the provisions of this Agreement;
(q) cause the Company to carry such insurance as the Managing Member deems necessary or advisable;
(r) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents rights of ownership or possession the Company with respect to the Company's its interest in the assets and other any property and funds held or owned by the Companyany Person, including, without limitation, participation in arrangements the voting of proxies with creditorsrespect to any investment, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters;
(ds) engage authorize any personofficer, general partnershipdirector, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association employee or other entity (each a "Person") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) to provide certain administrative services (any such person, firm or entity providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company;
(e) consent on behalf of the Company to any changes in the members, directors or officers representative of the Managing Member, if such consent is required by applicable law;
(f) engage any personnel, whether part time or full time, attorneys, financial advisers, underwriters, accountants, consultants, appraisers, custodians of the assets of the Company or other Persons as the Managing Member may deem necessary or desirable, whether or not any such Person may be an Affiliate of the Managing Member or may also be employed by any Affiliate of the Managing Member;
(g) allocate the Company's assets to Advisors and limited liability companies or other entities managed by the Managing Member through which the Company accesses Advisors ("Portfolio Companies"), oversee such allocations and, from time to time, in the sole discretion of the Managing Member, reallocate the Company's assets among existing or new Advisors or Portfolio Companies;
(h) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(i) make distributions to Members in cash or (to the extent permitted hereunder) otherwise;
(j) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company and withhold amounts with respect thereto from funds otherwise distributable to any Member;
(k) determine the accounting methods and conventions to be used in the preparations of any accounting or financial records of the Company;
(l) make any and all tax elections permitted to be made under the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state, local or foreign tax law;
(m) determine the tax treatment of any Company transaction or item for purposes of completing the Company's federal, state, local or foreign tax returns; and
(n) take all actions, and authorize any member, employee, officer, director or other agent of the Managing Member employee or agent or employee of the Company, to act for and on behalf of the Company in any or all of the foregoing matters and all matters incidental thereto as fully as if such Person were the Managing Member;
(t) create any Class of Units as provided in Section 4.1(a)(i);
(u) offer Units and engage a member firm of FINRA, as selling agent for the offering of such Units, and to pay fees, expenses and other compensation to such Persons;
(v) accept subscriptions of investors and admit investors as Members;
(w) incur all expenditures permitted by this Agreement;
(x) cause the Company’s Certificate to be filed of record in the State of Delaware and anywhere required and to execute and record any documents that the Managing Member deems necessary to enable the Company to do its business as herein contemplated;
(y) invest all or a portion of the Company’s assets in private investment funds or similar investment vehicles;
(z) engage in any lawful transactions that the Managing Member from time to time determines;
(aa) take all actions that the Managing Member deems necessary or desirable to cause the Company to comply with all applicable provisions of law;
(bb) invest in the sole and absolute discretion of the Managing Member all or any portion of the investable assets of the Company through special purpose subsidiaries or other special purpose vehicles, including the REIT Subsidiary, and to purchase, create, finance, invest in, or organize (alone or in conjunction with others including Affiliates of the Managing Member) swaps or other derivatives or structured products to access or finance investments or source opportunities for the Company;
(cc) form any Parallel Entity;
(dd) carry out any other activity set forth in the Memorandum but not specified herein; and
(ee) act for the Company in all matters necessary to, in connection with, other matters. The Managing Member may perform its obligations hereunder itself or incidental to, any of the foregoingthrough its Affiliates.
Appears in 1 contract
Samples: Limited Liability Company Agreement
