Common use of General Authority and Powers of Series Managers Clause in Contracts

General Authority and Powers of Series Managers. Except as provided in Section 8.7, the separate Series Managers of each Series, as designated in a Separate Series Agreement for such Series, shall have the exclusive right and power to manage, operate and control the business of such Series of the Company and to do all things and make all decisions necessary or appropriate to carry on the business and affairs of the Series of the Company. All decisions required to be made by the Series Managers with respect to a Series shall require the approval of all Series Managers designated for such Series, except as otherwise provided in this Agreement, the Separate Series Agreement or as such Series Managers shall otherwise unanimously agree. Only Series Managers associated with a Series shall direct, manage, control, act for or execute contracts, agreements or other documents with respect to the business and affairs of such Series, and no approvals, consents or other authorizations of any LLC Manager, or Series Manager or Member not specifically associated with a Series shall be required in connection with the business or assets of such Series, except as otherwise set forth in this Agreement. The authority of the Series Managers shall include, but shall not be limited to, the following powers, over their respective Series of the Company: (a) To spend and commit the capital and revenues of such Series of the Company; (b) To manage, develop, operate and dispose of the Series Properties including loans, mortgages and other debt instruments of any of such Series; (c) To give all authorizations, consents or other approvals required or permitted of a Series, or which a customer of a Series has delegated to the Series, or similar authorizations pursuant to any loan, debt, borrower or ownership documents, titles, leases, debt instruments, security instruments or other documents related to the business of the Series or with respect to the Series assets; (d) To sell or otherwise dispose of all or substantially all of the assets of such Series as part of a single transaction or plan as long as such disposition is not in violation of or a cause of a default under any other agreement to which such Series or the Company may be bound; (e) To employ persons or entities for the operation and management of the business of such Series and for the operation and development of the property of such Series of the Company; (f) To acquire, lease and sell personal and/or real property, hire and fire employees, and to do all other acts necessary, appropriate or helpful for the operation of the business of such Series of the Company; (g) To execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing powers and any other powers granted the Series Managers under the laws of the state of Delaware or other provisions of this Agreement; (h) To enter into and to execute agreements for employment or services, as well as any other agreements and all other instruments the Series Managers deem necessary or appropriate to operate such Series of the Company’s business and to operate and dispose of such Series of the Company’s properties or to effectively and properly perform its duties or exercise its powers hereunder; (i) Provided such borrowing does not create a default under any agreement to which the Company as a whole or the Series is a party, to borrow money on a secured or unsecured basis from individuals, banks and other lending institutions to finance the business of such Series, to meet other obligations of such Series, provide Series working capital and for any other purpose of such Series of the Company, and to execute documents as a lender of funds may require, to secure repayment of such borrowings; (j) To enter into such agreements and contracts and to give such receipts, releases and discharges, with respect to the business of such Series of the Company, as the Series Managers, in their sole discretion, deem advisable or appropriate; (k) To purchase, at the expense of such Series of the Company, such liability and other insurance as the Series Managers, in their sole discretion, deem advisable to protect such Series of the Company’s assets and business; however, the Series Managers shall not be liable to such. Series of the Company or the other Members for failure to purchase any insurance; (l) To file appropriate Trade Names and operate the Series business under such Trade Name authorization. (m) To xxx and be sued, complain, defend, settle and/or compromise, with respect to any claim in favor of or against such Series of the Company, in the name and on behalf of such Series of the Company; and (n) To appoint certain officers and operating officers of the Series Manager to act on behalf of the Series, and such persons, subject to the provisions of this Agreement, may generally supervise and control the day-to-day business and affairs of the Series and execute documents on behalf of the Series in accordance with the powers delegated to such officers. Such officers may sign contracts, agreements or other instruments for the Company to the extent clearly attributable to the sole business of the Series and designated as such and on behalf of the Series Managers. Each officer shall hold office until a successor shall have been appointed by the Series Managers or the office eliminated or such officer is otherwise removed by the Series Managers, with or without cause, all in the sole discretion of the Series Managers. The salary and other remuneration, if any, of each officer, as an officer of the Series, will be fixed and adjusted from time to time by the Series Managers, and no officer will be prevented from receiving such salary or other remuneration by reason of the fact that such officer also is a Manager of the Company. The appointment of an officer does not of itself create contract rights. The Series Managers, to the extent of their powers set forth in this Agreement and any applicable Separate Series Agreement, are agents of the Company solely with respect to such applicable Series of the purpose of the Company’s and such Series’ business, and the actions of any Manager taken in accordance with such powers shall bind the Company with respect to such Series to the extent clearly attributable to the sole business of the Series and designated as such. Any document or instrument required or permitted to be entered into and performed by the Series Managers of a Series may be executed and delivered by any Manager of such Series, or by any other Person (including any Member) authorized by the Series Managers of a Series to enter into and perform such document or instrument on behalf of such Series.