Certain Powers. Without limiting the generality of and in -------------- accordance with Section 5.1 hereof, the Board of Control, on behalf of the Company, shall have the power and authority to:
(a) acquire property from any person as the Board of Control may determine;
(b) borrow money from any person on such terms as the Board of Control deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums (no debt shall be contracted or liability incurred by or on behalf of the Company except by the Board of Control or by agents or employees of the Company expressly authorized by the Board of Control to contract such debt or incur such liability);
(c) purchase liability, directors and officers and fidelity and crime and other insurance to protect the Company's property and business;
(d) dispose of the Company's real and personal properties, including, without limitation, selling, transferring, leasing or otherwise disposing of all or substantially all of the assets of the Company as part of a single transaction or plan;
(e) invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;
(f) execute, acknowledge (as appropriate) and deliver on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company's property, assignments, bills of sale, leases, contracts, partnership agreements, operating agreements of other limited liability companies, and any other instruments or documents necessary, desirable or conducive in the opinion of the Board of Control to the business of the Company;
(g) employ accountants, legal counsel, managing agents, investment bankers, appraisers or other persons to perform services for the Company and to compensate them from Company funds;
(h) enter into any and all other agreements on behalf of the Company, with any other person for any purpose, in such forms as the Board of Control may approve; and
(i) do and perform all other acts as the Board of Control deems necessary or appropriate to the conduct of the Company's business.
Certain Powers. Stone Coast may act as administrator, fund accountant and/or transfer agent for any other Person on such terms as may be arranged with such Person and shall not be deemed to be affected with notice of or to be under any duty to disclose to any Client any fact or thing which may come to the knowledge of Stone Coast or any agent of Stone Coast in the course of so doing or in any manner whatever otherwise than in the course of carrying out the duties of administrator hereunder.
Certain Powers. (a) During the period of the Grantor’s existence:
(i) If Grantor requests, the Trustees shall transfer any trust assets to it in exchange for a transfer from it of assets of equivalent value. Grantor may make this request at any time.
(ii) If Grantor requests, the Trustees shall lend to it any income or principal of the Trust as it may request without requiring it to provide security with respect to such loan. Grantor may demand such a loan at any time. Any such loan shall provide for Grantor to pay adequate interest
(iii) Grantor may revoke this Trust in whole or in part at any time.
(b) Grantor shall exercise the powers granted to it under this Article 2 solely in a nonfiduciary capacity, and the Trustees shall exchange assets with it on its request or shall lend to it any such income or principal of the Trust as it so requests without the consent of any “adverse party” (as defined in Section 672 of the Code). Moreover, no fiduciary duty imposed upon the Trustees or any other person may be asserted as a defense to Grantor’s exercise of the powers granted to it under this Article 2.
Certain Powers. Without limiting the generality of Section 3.1, the Genesis General Partner and Management shall have the right, power and authority, for or on behalf of the Company, and on such terms and pursuant to such documentation as the Genesis General Partner and Management determines, to:
(a) acquire Assets and thereafter make any and all decisions or determinations in connection with such Assets, or the owning, holding, monitoring, managing, operating, leasing, renovating, improving, developing, redeveloping, financing, refinancing, pledging, hedging, insuring, restructuring, selling, valuing, winding up, liquidating, or otherwise disposing of such Assets, in each case, on such terms and pursuant to such documents as the Genesis General Partner and Management determines;
(b) borrow money for the Company or any Subsidiary from banks, lending institutions or other third parties, the Stockholders, or Affiliates of the Stockholders on such terms and pursuant to such documentation as the Genesis General Partner and Management determines, and in connection therewith, to pledge, hypothecate, encumber or grant security interests in the Assets of the Company or any Subsidiary to secure repayment of the borrowed sums (it being acknowledged and agreed to by the Stockholders that no debt shall be contracted or liability incurred by or on behalf of the Company except by the Management, or by agents or employees of the Company expressly authorized by the Genesis General Partner and Management to contract such debt or incur such liability);
(c) pay or incur Organizational Expenses or Company Expenses, including, without limitation to purchase and maintain liability and other insurance to protect the Company, the Stockholders, or their respective assets, including in respect of any liabilities for which the Genesis General Partner and Management or any other Indemnified Party would otherwise be entitled to indemnification under this Agreement;
(d) open (and subsequently close) bank accounts in the name of the Company or any Subsidiary, with signature authority over such accounts to be vested in such Person(s) as the Genesis General Partner and Management shall determine;
(e) acquire, hold and dispose of any Company or Subsidiary real and/or personal properties, including, without limitation, selling or otherwise disposing of all or substantially all of the assets of the Company or a Subsidiary as part of a single transaction or plan;
(f) invest any Company funds (by way of examp...
Certain Powers. Except as otherwise expressly provided pursuant to Sections 7.7, 8.5, 9.1(b), 9.9, 10.2, 10.3 and 10.7 and Article 12 of this Agreement, the Managing Member shall have the exclusive right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts at the expense of the Company, deemed by the Managing Member to be necessary or appropriate to effectuate the business of the Company consistent with Good Utility Practice and all other applicable laws. Except as expressly provided pursuant to Sections 7.7, 8.5, 9.1(b), 9.9, 10.2, 10.3 and 10.7 and Article 12 of this Agreement and, without limiting the generality of the foregoing, the Managing Member shall have full and complete power and authority, without the approval of any other Member:
(a) to conduct any business that is not inconsistent with the Company’s purpose as set forth in Section 2.3 hereof or the provisions of Section 7.1(c) hereof, and to exercise any rights and powers, permitted of a limited liability company organized under the laws of the State of Delaware, in any state, territory, district or foreign country as the Managing Member deems necessary or advisable;
(b) to acquire by purchase, lease or otherwise, and/or to otherwise own, hold, operate, finance, maintain, improve, lease, sell, convey, mortgage, transfer or dispose of any property or other assets that the Managing Member deems necessary or advisable;
(c) to negotiate, enter into, perform, modify, extend, terminate, amend, waive, renegotiate and/or carry out any contract and agreements of any kind and nature, including without limitation, contracts and agreements with any Member or any agent of the Company, as the Managing Member deems necessary or advisable, but only in such a manner that is consistent with the provisions of this Agreement and the Standards of Conduct;
(d) to lend money and to invest and reinvest its funds;
(e) to sxx and be sued, complain and defend, and participate in administrative, judicial and other proceedings, in the name of, and on behalf of, the Company;
(f) to pay, collect, compromise, arbitrate or otherwise adjust or settle any and all claims or demands of or against the Company, in such amounts and upon such terms and conditions as the Managing Member shall reasonably determine;
(g) to, from time to time, employ, engage, hire or otherwise secure the services of such Persons, including any Member, as the Managing Member may deem necessary or ...
Certain Powers. The Lender shall have power at any time after the security created by this Memorandum of Charge shall have become enforceable either in its own name or in the name of the Chargor and without notice to the Chargor or any other person :-
