Certain Powers of Managers. Without limiting the generality of Section 5.01, the Managers shall have power and authority, on behalf of the Company: (a) To acquire property from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person; (b) To borrow money for the Company from banks, other lending institutions, the Managers, Members, or affiliates of the Managers or Members on such terms as the Managers deem 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 Managers, or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers; (c) To purchase liability and other insurance to protect the Company's property and business; (d) To hold and own any Company real and/or personal properties in the name of the Company; (e) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (f) Upon the affirmative vote of the Members holding at least two-thirds of all Capital Interests, to sell or otherwise dispose of all or substantially all of the assets of the company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business; (g) To execute 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; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company; (h) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (i) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; and (j) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business. Unless authorized to do so by this Operating Agreement or by a Manager or Managers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Samples: Operating Agreement (Nelnet Inc)
Certain Powers of Managers. Without limiting the generality of Section 5.018.1, the Managers shall have power and authority, authority on behalf of the Company:
(a) To Upon the unanimous vote or written consent of the Board of Managers, to acquire property from any Person as the Managers may determine. The fact Person, except that any acquisition of property from a Manager or a Member is directly or indirectly affiliated or connected with any such Related Person shall not prohibit the Managers from dealing with that Personbe on any less favorable terms than such acquisition would be if it were on an arm’s length transaction;
(b) To Upon the unanimous vote or written consent of the Board of Managers, to borrow money for the Company from banks, other lending institutions, the Managers, MembersMember, or affiliates of the Managers or Members on such terms as the Managers deem appropriate, Member and in connection therewith, to mortgage, 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 Managers, or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers;
(c) To purchase liability and other insurance to protect the Company's ’s property and businessbusiness in accordance with general commercial practices;
(d) To hold and own any Company real and/or personal properties in the name of the Company;
(e) To invest any Company company funds temporarily (by way of example but not limitation) in time deposits, short-short term governmental obligations, commercial paper or other investments;
(f) Upon the affirmative unanimous vote or written consent of the Members holding at least two-thirds Board of all Capital InterestsManagers, to sell or otherwise dispose of all or substantially all of the assets of the company Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's businessplan;
(g) To Upon the affirmative vote or written consent of the Board of Managers, to appoint officers of the Company to execute 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 ’s property; assignments; bills of sale; leases; partnership agreements, ; operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, necessary or appropriate to the business of the Company, in each case subject to the other limitations contained in this Operating Agreement;
(h) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;
(i) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers Member may approve; and
(j) To do and perform all such other acts as may be necessary or appropriate to the conduct of the Company's ’s business. Unless authorized to so do so by this Operating Agreement or by a Manager or Managers written authorization of the CompanyMember, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. Without limiting the generality of Section 5.015.1, the Managers shall have power and authority, authority on behalf of the Company:
(a) To acquire property from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person;.
(b) To borrow money for on behalf of the Company from banks, other lending institutions, vendors, the Managers, Members, or affiliates of the Managers or Members Members, or any other source of financing, on such terms as the Managers deem appropriate, and in connection therewith, to mortgage, 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 Managers, or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers;.
(c) To purchase liability and other insurance to protect the Company's property property, business, employees, officers, and businessthe Manager or for any other purpose;
(d) To hold and own any Company real and/or personal properties in the name of the Company;
(e) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper paper, or other investments;
(f) Upon the affirmative vote of the or written consent Members holding at least two-thirds 65% of all Capital Company Interests, to sell or otherwise dispose of all or substantially all of the assets of the company Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's businessplan;
(g) To execute 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; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessarynecessary or appropriate, in the opinion of the Managers, to the business of the Company;
(h) To employ accountants, legal counsel, managing agents or other experts and consultants to perform services for the Company and to compensate them from Company funds;
(i) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; and
(j) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business. Unless authorized to so do so by this Operating Agreement or by a Manager or Managers written authorization of the CompanyManager, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit credit, or to render it liable pecuniarily for any purpose. No Member (other than a Member who is also a Manager) shall have any power or authority to bind the Company unless the Member has been authorized by the Managers Manager to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. Without limiting the generality of Section 5.01Subject to Sections 5.04 and 7.07 below, the Managers either Manager shall have power and authority, on behalf of the Company or in the Company’s capacity as a member of Borrower and/or as a Co-Tenant, as applicable:
(a) To cause Borrower to acquire property from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit Property and to construct and develop the Managers from dealing with that Person;Project.
(b) To invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement).
(c) To execute all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company.
(d) To purchase liability and other insurance to protect employees, officers, property and business.
(e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneys, managing agents, leasing agents, and other experts to perform services for the Company and to compensate them from Company funds.
(f) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve, including but not limited to the Trust Agreement and the TIC Agreement.
(g) To create offices and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have such authority and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers.
(h) To the extent permissible in connection with the Loan, to borrow money for the Company from banks, other lending institutions, the Managers, Members, or affiliates Affiliates of the Managers or Members on such terms as the Managers deem 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 Managers, Managers or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized by the Managers to contract such debt debts or incur such liability by the Managers;
(c) To purchase liability and other insurance to protect the Company's property and business;
(d) To hold and own any Company real and/or personal properties in the name of the Company;
(e) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;
(f) Upon the affirmative vote of the Members holding at least two-thirds of all Capital Interests, to sell or otherwise dispose of all or substantially all of the assets of the company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business;
(g) To execute 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; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company;
(h) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;.
(i) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; and
(j) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's ’s business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement. Unless authorized to do so by this Operating Agreement or by a Manager or Managers of the CompanyManagers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Samples: Operating Agreement (Bluerock Residential Growth REIT, Inc.)
Certain Powers of Managers. Without limiting the generality of Section 5.018.01, unless expressly provided to the Managers contrary herein (including without limitation in Section 3.01 above), any Manager shall have power and authority, upon unanimous decision of all of the Managers at such times as more than one Manager has been appointed, on behalf of the Company:
(a) To acquire property from any Person as the Managers may determineProperty and discharge all of the Acquisition Costs. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person, but any Acquisition Costs payable to affiliated entities must be approved by SRT;
(b) To borrow money for the Company from banks, other lending institutions, the Managers, Members, or affiliates of the Managers or Members on such terms as the Managers deem it deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests . Except as otherwise provided in the assets of the Company to secure repayment of the borrowed sums. No Act, no debt shall be contracted or liability incurred by or on behalf of the Company except by the Company’s Managers, or to the extent permitted under the Colorado Act, by agents or employees and in no event shall any Member have any liability for repayment of the Company expressly authorized to contract such debt or incur such liability any loans obtained by the ManagersCompany;
(c) To hypothecate, encumber and grant security interests in the assets of the Company;
(d) To purchase liability and other insurance to protect the Company's property ’s Property and business;
(de) To hold and own any Company real and/or personal properties and all of the Company’s Property on behalf of and in the name of the Company;
(ef) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investment grade investments;
(f) Upon the affirmative vote of the Members holding at least two-thirds of all Capital Interests, to sell or otherwise dispose of all or substantially all of the assets of the company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business;
(g) To [intentionally omitted];
(h) Except as otherwise provided in Sections 3.01 and 10.09 of this Agreement, to execute 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 ’s property; , assignments; , bills of sale; , leases; partnership , operating agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company;
(hi) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;
(ij) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; and
(jk) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's ’s business. Unless authorized to do so by this Operating Agreement or by a Manager or the Managers of the Company, no attorney-in-fact, employee Member or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by However, the Managers to may act as an agent by a duly authorized attorney-in-fact.
s A Manager of the Company shall perform such Manager’s duties, including duties as a member of any committee upon which such Manager may serve, in good faith, in a manner such Manager reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Person who so performs such Person’s duties shall not have any liability by reason of being or having been a Manager of the Company. In performing the duties of a Manager, a Manager shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in Subsections (a), (b) and (c) of this Section 8.04 unless such Manager has knowledge concerning the matter in question that would cause such reliance to be unwarranted:
(l) one or more of the Company whom the Manager reasonably believes to be reliable and competent in the matters presented;
(m) counsel, public accountants, or other persons as to matters that the Manager reasonably believes to be within such persons’ professional or expert competence; or
(n) a committee, upon which such Manager does not serve, duly designated in accordance with the previous sentenceprovisions of this Operating Agreement, as to matters within its designated authority, which committee the Manager reasonably believes to merit confidence. A Manager does not, in any way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. A Manager shall not be responsible to any Members because of a loss of their investment in the Company or a loss in the operations of the Company, unless the loss shall have been the result of the Manager not acting in good faith as provided in this Section. A Manager shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture. Managers shall be entitled to any other protection afforded to Managers under the Act.
Appears in 1 contract
Certain Powers of Managers. Without limiting the generality specific reservation of control to Todd J. Wolfe and David A. Hoeft of Section 5.018.1 of this Agreement, xxx xxxxxxx to thx xxxxxxxx xxmitations therein, the Managers shall have power and authoritybut not necessarily be limited to, the following authority when acting on behalf of the Company:
(a) To to acquire real property from any Person persons, firms, or corporations as the Managers may determine; provided, however, that the acquisition is upon reasonable terms and conditions. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person person, firm, or corporation shall not prohibit the Managers from dealing with that Personperson, firm, or corporation;
(b) To to borrow money for the Company from banks, other lending institutions, the Managers, Members, or affiliates Affiliates of the Managers or Members on such terms as the Managers they deem appropriate, and and, in connection therewith, to hypothecate, encumber encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No Except as otherwise provided in the Act, no debt shall be contracted or liability incurred by or on behalf of the Company except by the Company's Managers, or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers;.
(c) To purchase liability and other insurance to protect the Company's property and business;
(d) To hold and own any Company real and/or personal properties in the name of the Company;; Exhibit 10.60
(e) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper paper, or other investmentsinvestments having a prudently obtainable yield;
(f) Upon the affirmative vote of the Members holding at least two-thirds a majority of all Capital Membership Interests, to sell or otherwise dispose of all or substantially all of the assets of the company Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of causes a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business;
(g) To execute 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 mortgage, or disposition of the Company's property; assignments; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company;
(h) To maintain reserves for the purpose of paying property taxes, mortgage installments, and any and all other types of costs or expenses as required or desired by the Managers
(i) To employ accountants, legal counsel, managing agents agents, or other experts to perform services for the Company and to compensate them from Company funds;
(ij) To contract with themselves or other persons or entities whether or not affiliated with any Manager for management, consulting, or other services;
(k) To enter into any and all other agreements on behalf of the Company, with any other Person person or entity for any purpose, in such forms as the Managers may approve; provided, however, that a Manager may not enter into any agreement which may reasonably obligate the Company to expend sums in excess of $250,000 unless the approval of a majority of Managing Board is first obtained; and
(jl) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business. Unless authorized to do so by , including paying the fees and expenses described in this Operating Agreement or by a Manager or Managers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or and delegating duties and authority to bind the Company in any way, to pledge its credit others when deemed necessary or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentenceappropriate.
Appears in 1 contract
Samples: Operating Agreement (Nelnet Inc)
Certain Powers of Managers. Without limiting Except as otherwise required pursuant to this Operating Agreement or by nonwaivable provisions of the generality Act, including, without limitation, the provisions of Section 5.014.5 hereof, the Managers shall have the power and authority, on behalf of the Company:
(a) To acquire property Property from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person;
(b) To borrow money for the Company from banks, other lending institutions, the Managers, Members, or affiliates of the Managers or Members on such terms as the Managers deem 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 Managers, or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers;
(c) To purchase liability and other insurance to protect the Company's property and business;
(d) To hold and own any Company real and/or personal properties Property in the name of the Company;
(eb) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;
(fc) Upon the affirmative vote of the Members holding at least two-thirds of all Capital Interests, to sell or otherwise To dispose of all or substantially all of the assets of the company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets Property in the ordinary course of the Company's business;
(gd) To borrow money for the Company from banks, other lending institutions, Managers, Members, or any Affiliate of the Managers or Members on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the Property 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 as authorized by the Managers, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers;
(e) To execute 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; Property, assignments; , bills of sale; , leases; , partnership agreements, operating agreements of other limited liability companies; , and any other instruments or documents necessary, in the opinion of the Managers, necessary to the business of the Company;
(hf) To purchase liability and other insurance to protect the Company's Property and business;
(g) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;
(ih) To enter into any and all other agreements on behalf of the Company, Company with any other Person for any purpose, in such forms as the Managers may approve; and
(ji) To do and perform any and all other acts as may be necessary or appropriate to the conduct of the Company's business. Unless authorized to do so by this Operating Agreement or by a Manager or the Managers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member or Manager shall have any power or authority to bind the Company unless the Member or Manager has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. Without limiting the generality of Section 5.01Subject to Sections 5.04 and 7.07 below, the Managers either Manager shall have power and authority, on behalf of the Company or in the Company's capacity as a member of Borrower and/or as a Co-Tenant, as applicable:
(a) To cause Borrower to acquire property from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit Property and to construct and develop the Managers from dealing with that Person;Project.
(b) To invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement).
(c) To execute all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company's or Borrower's property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company.
(d) To purchase liability and other insurance to protect employees, officers, property and business.
(e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneys, managing agents, leasing agents, and other experts to perform services for the Company and to compensate them from Company funds.
(f) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve, including but not limited to the Trust Agreement and the TIC Agreement.
(g) To create offices and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have such authority and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers.
(h) To the extent permissible in connection with the Loan, to borrow money for the Company from banks, other lending institutions, the Managers, Members, or affiliates Affiliates of the Managers or Members on such terms as the Managers deem 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 Managers, or to the extent permitted under the Colorado ActManagers or, by agents or employees of the Company expressly authorized by the Managers to contract such debt debts or incur such liability by the Managers;
(c) To purchase liability and other insurance to protect the Company's property and business;
(d) To hold and own any Company real and/or personal properties in the name of the Company;
(e) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;
(f) Upon the affirmative vote of the Members holding at least two-thirds of all Capital Interests, to sell or otherwise dispose of all or substantially all of the assets of the company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business;
(g) To execute 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; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company;
(h) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;.
(i) To enter into any and all other agreements on behalf of cause Borrower to subdivide the CompanyProperty, with any other Person for any purpose, in such forms as the Managers may approve; andor portions thereof.
(j) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement. Unless authorized to do so by this Operating Agreement or by a Manager or Managers of the CompanyManagers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Samples: Operating Agreement (Bluerock Residential Growth REIT, Inc.)
Certain Powers of Managers. Without limiting the generality of Section 5.01{5.1}, but subject to Sections {5.4, 5.5, 5.6 and 5.16}, the Managers shall have the power and authority, on behalf of the CompanyCompany and any other entity controlled by the Company (a “Controlled Subsidiary”), to:
(a) To acquire property in the ordinary course of the Company’s business from any Person as the (including Members, Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with Affiliates of any such Person shall not prohibit the Managers from dealing with that Personthereof);
(b) To borrow money for the Company from bankspurchase life, other lending institutions, the Managers, Members, or affiliates of the Managers or Members on such terms as the Managers deem 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 Managers, or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers;
(c) To purchase liability and other insurance to protect the Company's ’s property and business;
(dc) To hold and own any Company real and/or personal properties establish bank accounts in the name of the Company and establish the identity of all signatories entitled to draw against such accounts for the benefit of the Company;
(d) employ, and fix the terms of employment and termination of employment of, employees of the Company (including Members or Affiliates of Members or Managers), and accountants, legal counsel and consultants for the Company (but not including Managers in their capacity as such);
(e) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investmentssimilar investments or in any other capital asset or investment in the ordinary course;
(f) Upon the affirmative vote of the Members holding at least two-thirds of all Capital Interests, to sell or otherwise dispose of all or substantially all of the assets of the company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business;
(g) To execute 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 acquisition or disposition of the Company's ’s property; ,} assignments; , bills of sale; , leases; , partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the CompanyCompany and relating to transactions that have been approved in accordance with this Agreement;
(g) borrow money for the Company in the ordinary course, on a secured or unsecured basis, from banks or any other Person (including Members, Managers or Affiliates of any thereof);
(h) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;
(i) To enter into any and all other agreements on behalf of the Company, Company with any other Person (including Members, Managers or Affiliates of any thereof), for any purposepurpose in the ordinary course, in such forms as the Managers may approve;
(i) institute, prosecute and defend legal, administrative or other suits or proceedings in the Company’s name;
(j) establish pension, benefit and incentive plans for any or all current or former Members, Managers, employees, and/or agents of the Company, on such terms and conditions as the Managers may approve, and make payments pursuant thereto; and
(jk) To do and perform any and all other lawful acts as may be necessary or appropriate to the conduct of the Company's ’s business. Unless authorized to do so by this Operating Agreement {Alternate provisions might distinguish between the areas of responsibility or by a Manager or Managers specify differing terms of the Companyservice and/or differing duties of different classes of Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentenceif any.}
Appears in 1 contract
Samples: Operating Agreement
Certain Powers of Managers. Without limiting the generality of Section 5.015.01 above or Section 2.03, and subject to the limitations set forth in Section 5.07 below, the Board of Managers shall have power and authority, on behalf of the Company:
(a) To to acquire property from any Person as by purchase, lease or otherwise, any real or personal property which may be necessary, convenient or incidental to the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit accomplishment of the Managers from dealing with that Personpurposes of the Company;
(b) To to borrow money for the Company from banks, other lending institutions, the Managers, Members, or affiliates Affiliates of the Managers or Members on such terms as the Managers deem Members, by Majority Consent of the Members, deems appropriate, and in connection therewith, to hypothecate, encumber 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 Managers, or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers;
(c) To to enter into, perform and carry out contracts of any kind necessary to, in connection with or incidental to, the accomplishment of the purposes of the Company, which contracts may extend beyond the term of the Company;
(d) to prepay in whole or in part, refinance, recast, increase, modify or extend any deed of trust, mortgage or other indebtedness of the Company, and, in connection therewith, to execute any extensions, renewals or modifications of such deeds of trust or mortgages;
(e) to employ or engage persons, firms or companies (including any Manager or Member or an Affiliate of any Manager or Member) for the operation, maintenance, marketing and financing of the Company and to pay reasonable compensation for such services;
(f) to cause to be paid any and all taxes, charges and assessments that may be levied, assessed or imposed upon any assets of the Company;
(g) to purchase liability and other insurance to protect the Company's property and business;
(dh) To to hold and own any Company real and/or personal properties in the name of the Company;
(ei) To to invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper paper, or other investments;
(fj) Upon to employ accountants, legal counsel, managing agents, or other experts to perform services for the affirmative vote of the Members holding at least two-thirds of all Capital Interests, Company and to compensate them from Company funds;
(k) to sell or otherwise dispose of all or substantially all of the assets of the company Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which merge or consolidate the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's businessinto another Person;
(gl) To to execute on behalf of the Company all instruments and documents, including, without limitation, : checks; drafts; notes and other negotiable instruments; mortgages 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; partnership agreements, ; operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Board of Managers, to the business of the Company;
(h) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;
(i) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; and
(jm) To do to engage in such other activities and perform all incur such other acts expenses as may be necessary reasonably necessary, advisable or appropriate to for the conduct furtherance of the Company's business. Unless authorized to do purposes so by this Operating Agreement long as such activities may be lawfully carried on or performed by a Manager or Managers of limited liability company under the CompanyAct, no attorney-in-factand to execute, employee or other agent of acknowledge and deliver any and all instruments necessary to implement the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentenceforegoing.
Appears in 1 contract
Certain Powers of Managers. Without limiting the generality of Section 5.015.1, the Managers shall have power and authority, as a group, on behalf of the CompanyCompany to:
(a) To acquire Acquire property from any Person or Entity as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person or Entity shall not prohibit the Managers from dealing with that PersonPerson or Entity;
(b) To borrow Borrow money for the Company from banks, other lending institutions, the ManagersMembers, affiliates of the Members, or affiliates of the Managers or Members any other Person, on such terms as the Managers they deem 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 Except as otherwise provided in the Missouri Act, no debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers, or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Company's Managers;
(c) To purchase Purchase liability and other insurance to protect the Company's property and business;
(d) To hold Hold and own any Company real and/or personal properties in the name of the Company;
(e) To invest Invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;
(f) Upon the affirmative vote of the Members holding at least two-thirds of all Capital InterestsMembership Interests in the Company, to sell or otherwise dispose of all or substantially all of the assets of the company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business;
(g) To execute Execute 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; , partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the tbe opinion of the Managers, to the business of the Company;
(h) To employ Employ accountants, legal counsel, managing agents or other experts experts-to perform services for the Company and to compensate them from Company company funds;
(i) To enter Enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; and
(j) To do Do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business. Unless expressly authorized to do so by this Operating operating Agreement or by a Manager majority of the Members or by a majority of the Managers of the Company, no attorney-in-factMember, Manager, agent, or employee or other agent of the Company shall have any power or authority to bind the Company company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. Without limiting the generality of Section 5.015.01 above, and pursuant to majority consent of the Members, the Managers shall have power and authority, on behalf of the Company:
(a) a. To acquire property from any Person as the Managers may determinePerson. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person;
(b) b. To enter into, make and perform contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company;
c. To collect funds due to the Company;
d. Make elections available to the Company under the IRC.
e. To borrow money for the Company from banks, other lending institutions, the Member Managers, Members, or affiliates of the Managers or Members on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums. However, any debts in excess of Ten Thousand and No/Dollars ($10,000.00) that will be secured by one or more assets of the Company shall require an affirmative vote of the Members holding at least a Majority Capital Interest. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers, or to the extent permitted under the Colorado Florida Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the ManagersMembers;
(c) f. To purchase liability and other insurance to protect the Company's property and business;
(d) g. To hold and own any Company real and/or personal properties in the name of the Company;
(e) h. To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper paper, or other investments;
(f) i. Upon the affirmative vote of the Members holding at least two-thirds of all a Majority Capital InterestsInterest, to sell transfer or otherwise dispose of all or substantially all of the assets of the company Company as part of a single transaction or plan so long as such that disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business;
(g) To j. Unless consent of the Members is required under the provisions this Operating Agreement, to execute on behalf of the Company all instruments and documents, including, without limitation, : checks; drafts; notes and other negotiable instruments; mortgages 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; partnership agreements, ; operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company;
(h) k. To employ accountantsfrom time to time persons, legal counselfirms or corporations for the operation and management of various aspects of the Company's business, including, without limitation, managing agents agents, contractors, subcontractors, architects, engineers, laborers, suppliers, accountants and attorneys on such terms and for such compensation as the Managers shall determine, notwithstanding the fact that the Managers or other experts to perform services for the Company and to compensate them from Company funds;any Member may have a financial interest in such firms or corporations.
(i) l. To enter into any and all other agreements agreement on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; and;
(j) m. To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's ’s business; and
n. To elect Officers of the Company. Unless authorized to do so by this Operating Agreement or by a Manager or Managers consent of the CompanyMembers holding at least a Majority Capital Interest, no attorney-in-fact, employee employee, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Unless serving as Manager, no Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting the generality of Section 5.016.1, the Managers shall Manager shall, subject to the restrictions contained in Section 6.4, have power and authority, on behalf of the Company:
(ai) To acquire property from any Person as the Managers Manager may determine. The determine (the fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers Manager from dealing with that Person);
(bii) To borrow money for the Company from banks, other lending institutions, the ManagersManager, the Members, or affiliates of the Managers Manager or Members on such terms as the Managers deem Manager deems appropriate, and in connection therewith, to hypothecate, encumber encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No , provided, that no debt shall be contracted or liability incurred by or on behalf of the Company except by the ManagersManager, or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the ManagersManager;
(ciii) To purchase liability and other insurance to protect the Company's ’s property and business;
(div) To hold and own any Company real and/or personal properties in the name of the Company;
(ev) To invest any Company funds temporarily (by way of example but not limitationlimited to) in time deposits, short-term governmental obligations, commercial paper paper, or other investments;
(fvi) Upon the affirmative vote consent of the Members holding at least two-thirds a Majority of all Capital InterestsMembers, to sell or otherwise dispose of all or substantially all of the assets of the company Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote prior consent of the a Majority of Members shall not be required with respect to any sale or disposition of the Company's ’s assets in the ordinary course of the Company's ’s business;
(gvii) To create any class of additional Common Membership Interests or Preferred Membership Interests;
(viii) To execute 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 mortgage, or disposition of the Company's ’s property; assignments; deeds; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the ManagersManager, to the business of the Company;
(hix) To employ accountants, legal counsel, managing agents agents, management companies, or other experts to perform services for the Company and to compensate them from Company funds;
(ix) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers Manager may approve; and
(jxi) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's ’s business. Unless authorized to do so by this Operating Agreement or by a the Manager or Managers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable pecuniarily for any purpose. No Member The Members shall not have any power or authority to bind the Company unless the Member has Members have been authorized by the Managers Manager to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. Without limiting the generality of Section 5.015.1, the Board of Managers (as a whole) shall have power and authority (and no individual Manager shall alone have such power and authority; provided that this shall not prevent a person who is both a Manager and an officer from acting as an officer hereunder), after due action, on behalf of the Company:
(a) To to acquire real property from any Person as the Managers may determine. The fact that a Manager , whether or a Member not such Person is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that PersonManager or Member;
(b) To to borrow money for the Company from banks, other lending institutions, the Managers, Members, or affiliates of the Managers or Members on such terms as the Managers deem 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 Managers, or to the extent permitted under the Colorado Actherein, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers;
(c) To to purchase liability and other insurance to protect the Company's property and business;
(d) To to hold and own any Company real and/or and personal properties in the name of the Company;
(e) To to invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investmentsfunds;
(f) Upon the affirmative vote of the Members holding at least two-thirds of all Capital Interests, to sell or otherwise dispose of all or substantially all of the assets of the company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business;
(g) To execute 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; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, necessary to the business of the Company;
(hg) To to employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company fundsCompany;
(ih) To to enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; and;
15 (ji) To do to appoint such agents, officers and perform all other acts delegees as may be necessary or appropriate to the conduct of the Company's business. Unless authorized to do so by this Operating Agreement or by a Manager or Managers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentence.; and
Appears in 1 contract
Certain Powers of Managers. Without limiting the generality of Section 5.018.1, the Managers each Manager shall have power and authority, authority on behalf of the Company:
(ai) To acquire property, except that any acquisition of property from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Related Person shall not prohibit the Managers from dealing with that Personbe on any less favorable terms than such acquisition would be if it were on an arm’s length transaction;
(bii) To borrow money for the Company from banks, other lending institutions, the ManagersMember, Members, or subdivisions or affiliates of the Managers or Members on such terms as the Managers deem appropriate, Member and in connection therewith, to mortgage, 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 Managers, or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers;
(ciii) To purchase liability and other insurance to protect the Company's ’s property and businessbusiness in accordance with general commercial practices;
(div) To hold and own any Company real and/or personal properties in the name of the Company;
(ev) To make expenditures in accordance with the Budget, provided that any deviations in any line item, or overall budget, exceeding five percent (5%) shall require the consent of the Member;
(vi) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-short term governmental obligations, commercial paper or other investments;
(fvii) Upon the affirmative vote prior written consent of the Members holding at least two-thirds of all Capital InterestsMember, to sell or otherwise dispose of all or substantially all of the assets of the company Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's businessplan;
(gviii) To execute 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 in the ordinary course of business of the Company's ’s property; assignments; bills of sale; leases; partnership agreements, ; operating agreements of other limited liability companies; and any other instruments or documents necessarynecessary or appropriate, in the opinion of the Managers, to the business of the Company, in each case subject to the other limitations contained in this Operating Agreement;
(hix) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;
(ix) To Subject to oversight by the Member as provided herein, to enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; and
(jxi) To do and perform all such other acts as may be necessary or appropriate to the conduct of the Company's ’s business. Unless authorized to so do so by this Operating Agreement or by a Manager or Managers consent of the CompanyMember, and subject to any consent required by any other provision of this Operating Agreement, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member of the Tribe as such shall have any power or authority to bind the Company unless the Member has been authorized by the Managers such person to act as an agent of the Company in accordance with the previous sentence. A Manager need not be a member of the Tribe.
Appears in 1 contract
Certain Powers of Managers. Without limiting the generality of Section 5.018.01, unless expressly provided to the Managers contrary herein (including without limitation in Section 3.01 above), any Manager shall have power and authority, upon unanimous decision of all of the Managers at such times as more than one Manager has been appointed, on behalf of the Company:
(a) To acquire property from any Person as the Managers may determineProperty and discharge all of the Acquisition Costs. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person, but any Acquisition Costs payable to affiliated entities must be approved by SRT (SRT acknowledges that an affiliate of Manager has funded deposits totaling $600,000 and approves reimbursement of these deposits and any additional deposits that may be paid prior to acquisition. Also, reasonable payments to Willco for legal services for the PSA, loan, and acquisition are approved);
(b) To borrow money for the Company from banks, other lending institutions, the Managers, Members, or affiliates of the Managers or Members on such terms as the Managers deem it deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests . Except as otherwise provided in the assets of the Company to secure repayment of the borrowed sums. No Act, no debt shall be contracted or liability incurred by or on behalf of the Company except by the Company’s Managers, or to the extent permitted under the Colorado Act, by agents or employees and in no event shall any Member have any liability for repayment of the Company expressly authorized to contract such debt or incur such liability any loans obtained by the ManagersCompany;
(c) To hypothecate, encumber and grant security interests in the assets of the Company;
(d) To purchase liability and other insurance to protect the Company's property ’s Property and business;
(de) To hold and own any Company real and/or personal properties and all of the Company’s Property on behalf of and in the name of the Company;
(ef) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investment grade investments;
(f) Upon the affirmative vote of the Members holding at least two-thirds of all Capital Interests, to sell or otherwise dispose of all or substantially all of the assets of the company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business;
(g) To [intentionally omitted];
(h) Except as otherwise provided in Sections 3.01 and 10.09 of this Agreement, to execute 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 ’s property; , assignments; , bills of sale; , leases; partnership , operating agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company;
(hi) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;
(ij) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; and
(jk) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's ’s business. Unless authorized to do so by this Operating Agreement or by a Manager or the Managers of the Company, no attorney-in-fact, employee Member or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by However, the Managers to may act as an agent by a duly authorized attorney-in-fact. A Manager of the Company shall perform such Manager’s duties, including duties as a member of any committee upon which such Manager may serve, in good faith, in a manner such Manager reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Person who so performs such Person’s duties shall not have any liability by reason of being or having been a Manager of the Company. In performing the duties of a Manager, a Manager shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in Subsections (a), (b) and (c) of this Section 8.04 unless such Manager has knowledge concerning the matter in question that would cause such reliance to be unwarranted:
(l) one or more of the Company whom the Manager reasonably believes to be reliable and competent in the matters presented;
(m) counsel, public accountants, or other persons as to matters that the Manager reasonably believes to be within such persons’ professional or expert competence; or
(n) a committee, upon which such Manager does not serve, duly designated in accordance with the previous sentenceprovisions of this Operating Agreement, as to matters within its designated authority, which committee the Manager reasonably believes to merit confidence. A Manager does not, in any way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. A Manager shall not be responsible to any Members because of a loss of their investment in the Company or a loss in the operations of the Company, unless the loss shall have been the result of the Manager not acting in good faith as provided in this Section. A Manager shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture. Managers shall be entitled to any other protection afforded to Managers under the Act.
Appears in 1 contract
Certain Powers of Managers. Without limiting the generality of Section 5.015.1, and subject to the requirements of Section 7 for approval by a Majority Vote and to any other provision of this Agreement establishing greater requirements, the Managers shall have power and authority, on behalf of the Company:
(a) A. To acquire property from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person;.
(b) B. To borrow money money, including guaranteeing the borrowing of money, for the Company from banks, other lending institutions, the ManagersManager, Members, or affiliates of the Managers Manager or Members on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company 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 Managers, or to the extent permitted under the Colorado Delaware Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers;.
(c) C. To purchase liability and other insurance to protect the Company's ’s property and business;.
(d) D. To hold and own any Company real and/or personal properties in the name of the Company;.
(e) E. To invest any Company funds temporarily (by way of example but and not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments;.
(f) Upon the affirmative vote of the Members holding at least two-thirds of all Capital Interests, to sell or otherwise dispose of all or substantially all of the assets of the company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business;
(g) F. To execute on an 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 ’s property; assignments; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company;.
(h) G. To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;.
(i) H. To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve; and.
(jI. Notwithstanding Section 5.3(F) to designate a bank as depository for Company funds and to authorize the execution of such resolutions as said depository bank may reasonably require designating such person or persons whose signatures shall be required on any checks, drafts, notes, bonds or other instruments withdrawing funds from or incurring obligations to such depository bank and covering related matters.
J. To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's ’s business. Unless authorized to do so by this Operating Agreement or by a Manager or the Managers of the Company, no officer, attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cooke Bros Holdings LTD)
Certain Powers of Managers. Without limiting the generality of Section 5.014.1, the Managers shall have power and authority, on behalf of the Company:
(a) To to acquire property from any Person as the Managers may determine. The fact that a Manager , whether or a Member not such Person is directly or indirectly affiliated or connected with any such Person Manager or Member, provided that in the case of an acquisition involving an interested party, the purchase price shall not prohibit the Managers from dealing with that Personreflect an arms-length value;
(b) To to borrow money for the Company from banks, other lending institutions, the Managers, Members, Members or affiliates of the Managers or Members on such terms as the Managers managers deem appropriate, and in connection therewiththerewith to mortgage, to pledge, 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 Managers, or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers;
(c) To to purchase liability and other insurance to protect the Company's property and business;
(d) To to hold and own any Company real and/or and personal properties in the name of the Company;
(e) To to invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper paper, or other investments;
(f) Upon upon the affirmative vote of the Members holding at least twoseventy-thirds five per cent (75%) of all Capital InterestsPercentage Interests (a “Super-Majority Interest”), to sell or otherwise dispose of all or substantially all of the assets of the company Company as part of a single transaction or plan so as long as such disposition is not in violation of or a cause of a causes any default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company's business;
(g) To to execute on behalf of the Company all instruments and documents, including, without limitation: checks, 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; partnership agreements, operating agreements of other limited liability companies; leases and any other instruments or documents necessary, in the opinion of the Managers, necessary to the business of the Company;
(h) To to employ accountants, legal counsel, managing agents agents, or other experts to perform services for the Company and to compensate them from Company fundsCompany;
(i) To to enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, Company in such forms as the Managers may approve; and
(j) To to do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business. Unless authorized to do so by this Operating Agreement or by a Manager or Managers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Samples: Operating Agreement
