Common use of Company Powers Clause in Contracts

Company Powers. (a) In furtherance of the business purpose specified in Section 2.4 hereof, but subject to the limitations and restrictions set forth in this Agreement, the Company shall be empowered to do or cause to be done, or omit to do or cause to be done, any and all acts deemed to be necessary or advisable in furtherance of the business purpose of the Company, including, without limitation, the power and authority to: (i) Have, maintain or close one or more offices within or without the Commonwealth of Massachusetts and in connection therewith to rent or acquire office space and to engage personnel; (ii) Open, maintain and close bank and money market accounts, including the power to draw checks or other orders for the payment of moneys, and to invest such funds as are temporarily not required for Company purposes in short-term investments; (iii) Bring and defend actions and proceedings at law or equity before any domestic or foreign governmental or regulatory authority, agency or commission (each, a "Governmental Entity"); (iv) Have outstanding at any time any indebtedness (including any indebtedness of subsidiaries) for money borrowed, guarantee the obligations of others or otherwise become contingently liable with respect to any indebtedness or obligations of others (collectively, "Company Debt"), and, in connection therewith, to grant security interests, if and only if the Company Debt was incurred in connection with, or for the purpose of entering into, the financing of the operations of the business of or for other business purposes of the Company; provided, that "Company Debt" shall, for purposes of this Agreement, be deemed to include all interest, fees (including commitment, guaranty and facility fees), expenses thereon and all other amounts due in respect thereof; (v) Enter into, perform and carry out contracts and agreements of every kind necessary or incidental to the accomplishment of the Company's purposes, and to take or omit to take such other action in connection with the business of the Company as may be necessary or desirable to further the purposes of the Company; and (vi) Carry on any other activities necessary to, in connection with, or incidental to any of the foregoing or the Company's business. (b) Notwithstanding anything in Section 2.5(a) to the contrary, the Company will not take any action, nor will any Member or officer or employee of the Company take any action, which, in each such case, would cause the Company, any Member or any Affiliate of a Member to be in violation of any applicable statute, rule or regulation of any Governmental Entity.

Company Powers. (a) In furtherance of the business purpose specified in Section 2.4 hereof, but subject to the limitations and restrictions set forth in this Agreement, the Company shall be empowered to do or cause to be done, or omit to do or cause to be done, any and all acts deemed to be necessary or advisable in furtherance of the business purpose of the Company, including, without limitation, the power and authority to: (i) Have, maintain or close one or more offices within or without the Commonwealth State of Massachusetts Delaware and in connection therewith to rent or acquire office space and to engage personnel; (ii) Open, maintain and close bank and money market accounts, including the power to draw checks or other orders for the payment of moneys, and to invest such funds as are temporarily not required for Company purposes in short-term investments; (iii) Bring and defend actions and proceedings at law or equity before any domestic or foreign governmental or regulatory authority, agency or commission (each, a "Governmental Entity"); (iv) Have outstanding at any time any indebtedness (including any indebtedness of subsidiaries) for money borrowed, guarantee the obligations of others or otherwise become contingently liable with respect to any indebtedness or obligations of others (collectively, "Company Debt"), and, and in connection therewith, therewith to grant security interests, if and only if the Company Debt was incurred in connection with, or for the purpose of entering into, the financing of the operations of the business of or for other business purposes of the Company; provided, provided that "Company Debt" shall, for purposes -------- of this Agreement, be deemed to include all interest, fees (including commitment, guaranty and facility fees), expenses thereon and all other amounts due in respect thereof; (v) Enter into, perform and carry out contracts and agreements of every kind necessary or incidental to the accomplishment of the Company's purposes, and to take or omit to take such other action in connection with the business of the Company as may be necessary or desirable to further the purposes of the Company; and (vi) Carry on any other activities necessary to, in connection with, or incidental to any of the foregoing or the Company's business. (b) Notwithstanding anything in Section 2.5(a) to the contrary, the Company will not take any action, nor will any Member or officer or employee of the Company take any action, which, in each such case, would cause the Company, any Member or any Affiliate of a Member Company to be in violation of any applicable statute, rule or regulation of any Governmental Entity.

Company Powers. (a) In furtherance of the business purpose specified in Section 2.4 hereof, but subject to the limitations and restrictions set forth in this Agreement, the Company shall be empowered to do or cause to be done, or omit to do or cause to be done, any and all acts deemed to be necessary or advisable in furtherance of the business purpose of the Company, including, without limitation, the power and authority to: (i) Have, maintain or close one or more offices within or without the Commonwealth of Massachusetts and in connection therewith to rent or acquire office space and to engage personnel; (ii) Open, maintain and close bank and money market accounts, including the power to draw checks or other orders for the payment of moneys, and to invest such funds as are temporarily not required for Company purposes in short-term investments; (iii) Bring and defend actions and proceedings at law or equity before any domestic or foreign governmental or regulatory authority, agency or commission (each, a "“Governmental Entity"”); (iv) Have outstanding at any time any indebtedness (including any indebtedness of subsidiaries) for money borrowed, guarantee the obligations of others or otherwise become contingently liable with respect to any indebtedness or obligations of others (collectively, "“Company Debt"”), and, in connection therewith, to grant security interests, if and only if the Company Debt was incurred in connection with, or for the purpose of entering into, the financing of the operations of the business of or for other business purposes of the Company; provided, that "“Company Debt" ” shall, for purposes of this Agreement, be deemed to include all interest, fees (including commitment, guaranty and facility fees), expenses thereon and all other amounts due in respect thereof; (v) Enter into, perform and carry out one or more contracts, instruments and/or agreements of every kind, solely with RCN-Sub or any of its Affiliates, pursuant to which RCN-Sub or any of its Affiliates shall make one or more loans to the Company from time to time, in such amounts and upon such reasonable terms and conditions as may be necessary or desirable, as determined by the Representatives in their reasonable discretion, to further the purposes of the Company; (vi) Enter into, perform and carry out contracts and agreements of every kind necessary or incidental to the accomplishment of the Company's ’s purposes, and to take or omit to take such other action in connection with the business of the Company as may be necessary or desirable to further the purposes of the Company; and (vivii) Carry on any other activities necessary to, in connection with, or incidental to any of the foregoing or the Company's ’s business. (b) Notwithstanding anything to the contrary set forth in Section 2.5(a) to the contrary), the Company will not take any action, nor will any Member or officer or employee of the Company take any action, which, in each such case, would cause the Company, any Member or any Affiliate of a Member to be in violation of any applicable statute, rule or regulation of any Governmental Entity.

Company Powers. (a) Except as otherwise provided specifically in this Agreement, any and all acts of the Company shall require the approval of a majority of the Company Percentages. Unless otherwise provided herein, no Member shall undertake any action on behalf of the Company in the absence of the approval of a majority of the Company Percentages. To the extent that any Member acts without such approval, the Member shall fully indemnify the Company for any loss incurred by the Company as a result of the unauthorized act. In furtherance of the business purpose purposes specified in Section 2.4 hereof, but 2.3 and subject to the limitations and restrictions set forth limitation in this Agreement, the Company and the Management Committee on behalf of the Company, shall be empowered to do or cause to be done, or omit to do or cause to be done, done any and all acts reasonably deemed by the Members to be necessary or advisable appropriate in furtherance of the business purpose purposes of the company or forebear from doing any act if the Members reasonably deem such forbearance necessary or appropriate in furtherance of the purposes of the Company, including, including without limitation, the power and authority toauthority: (ia) Have, maintain or close one or more offices within or without the Commonwealth of Massachusetts and in connection therewith to rent or acquire office space and to engage personnel; (ii) Open, maintain and close bank and money market accounts, including the power to draw checks or other orders for the payment of moneys, and to invest such funds as are temporarily not required for Company purposes in short-term investments; (iii) Bring and defend actions and proceedings at law or equity before any domestic or foreign governmental or regulatory authority, agency or commission (each, a "Governmental Entity"); (iv) Have outstanding at any time any indebtedness (including any indebtedness of subsidiaries) for money borrowed, guarantee the obligations of others or otherwise become contingently liable with respect to any indebtedness or obligations of others (collectively, "Company Debt"), and, in connection therewith, to grant security interests, if and only if the Company Debt was incurred in connection with, or for the purpose of entering into, the financing of the operations of the business of or for other business purposes of the Company; provided, that "Company Debt" shall, for purposes of this Agreement, be deemed to include all interest, fees (including commitment, guaranty and facility fees), expenses thereon and all other amounts due in respect thereof; (v) Enter To enter into, perform and carry out contracts and agreements of every kind necessary or incidental to the accomplishment of the Company's ’s purposes; including, without limitation, contracts and agreements with the Members and Affiliates of the Members, and to take or omit to take such other or further action in connection with the Company’s business of the Company as may be necessary or desirable in the opinion of the Members to further the purposes of the Company; provided, however, that any transaction between the Company and Members or their Affiliates shall be documented and shall become part of the records of the Company; (b) To borrow from banks and other lenders on such terms and conditions approved by a majority of the Company Percentages and to secure any such borrowings by mortgaging, pledging or assigning assets and revenues of the Company to the extent deemed necessary or desirable by a Supermajority Vote. (c) To invest such funds as are temporarily not required for Company purposes in debt obligations selected by the Members including government securities, certificates of deposit of commercial banks (domestic or foreign), commercial paper, bankers’ acceptances and other money market instruments; and (vid) Carry To carry on any other activities necessary to, in connection with, with or incidental to any of the foregoing or the Company's businessforegoing. (b) Notwithstanding anything in Section 2.5(a) to the contrary, the Company will not take any action, nor will any Member or officer or employee of the Company take any action, which, in each such case, would cause the Company, any Member or any Affiliate of a Member to be in violation of any applicable statute, rule or regulation of any Governmental Entity.