Common use of Management Committee Powers Clause in Contracts

Management Committee Powers. Subject to the terms hereof, including but not limited to Section 7.3, the Management Committee shall have full, exclusive, and complete discretion in the management and control of the affairs of the Fund, shall make all decisions affecting Fund affairs and shall have all of the rights, powers, and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The members of the Management Committee shall provide overall guidance and supervision with respect to the operation of the Fund, shall perform all duties imposed on the directors of business development companies by the 1940 Act, and shall monitor the activities of Portfolio Companies in which the Fund has invested. Except as otherwise expressly provided in this Agreement, the Management Committee is hereby granted the right, power, and authority to do on behalf of the Fund all things which, in its sole judgment, are necessary or appropriate to manage the Fund's affairs and fulfill the purposes of the Fund, including, by way of illustration and not by way of limitation, the power and authority from time to time to do the following: (i) subject to Section 7.7, invest the assets of the Fund in such investments as are consistent with the Fund's purpose, provided that such investments do not cause the Fund to fail to comply with Section 55 of the 1940 Act; (ii) incur all expenses permitted by this Agreement; (iii) to the extent that funds are available, cause to be paid all expenses, debts, and obligations of the Fund; (iv) employ and dismiss from employment such agents, employees, managers, accountants, attorneys, consultants, and other Persons necessary or appropriate to carry out the business and affairs of the Fund, whether or not any such Persons so employed are Affiliates of any Directors or the Investment Manager, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services, subject to the restrictions set forth in Section 7.1(f); (v) subject to the indemnification provisions in this Agreement, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend, or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action, or claim, including tax audits, either in favor of or against the Fund; (vi) enter into any sales, agency, or dealer agreements, and escrow agreements, with respect to the sale of Units to Members and provide for the distribution of such Units by the Fund through one or more broker-dealers (which may be Affiliates of the Directors), or otherwise; (vii) borrow money in an amount up to but not in excess of 50% of the aggregate Capital Contribution of all Members and issue multiple classes of senior indebtedness or a single class of interests senior to the Units to the extent permitted by the 1940 Act and repay, in whole or in part, any such interests senior to the Units; and in connection with such loans or senior instruments to mortgage, pledge, assign, or otherwise encumber any or all properties or assets owned by the Fund, including any income therefrom, to secure such borrowings or provide repayment thereof; (viii) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions, or money market funds; (ix) make temporary investments of Fund capital in Short-Term Investments; (x) to the extent permitted by the 1940 Act, form or cause to be formed one or more small business investment companies under the Small Business Investment Fund Act of 1958, as amended; (xi) establish valuation principles and periodically apply such principles to the Fund's venture capital investment portfolio; (xii) to the extent permitted by the 1940 Act, designate and appoint one or more agents for the Fund who shall have such authority as may be conferred upon them by the Management Committee and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Management Committee hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Fund; (xiii) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patent, patent right, copyright, trade name, trademark, and service xxxx, and any application with respect thereto, that may be held by the Fund; (xiv) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secret, secret process, or other information and to prosecute and defend all rights of the Fund in connection therewith; (xv) subject to the other provisions of this Agreement, to enter into, make, and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Agreement, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Investor or with any other person, firm, or corporation having any business, financial, or other relationship with any Investor, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the 1940 Act and (ii) shall be on terms no less favorable to the Fund than are generally afforded to unrelated third parties in comparable transactions; (xvi) purchase, rent, or lease equipment for Fund purposes; (xvii) purchase and maintain, at the Fund's expense, liability and other insurance to protect the Fund's assets from third party claims, provided that, in its judgment, such insurance is available and reasonably priced; and cause the Fund to purchase or bear the costs of any insurance covering the potential liabilities of the Members, or employees or partners of the Fund or Investment Manager as well as the potential liabilities of any Person serving at the request of the Investment Manager as a director of or advisor to a Portfolio Company; provided, however, that the Directors or Investment Manager as the case may be shall be required to bear, out of their separate assets, the portion of the premiums for any such insurance coverages beyond those for matters against which the Fund is permitted to indemnify the Directors under Section 7.8; (xviii) cause to be paid any and all taxes, charges, and assessments that may be levied, assessed or imposed upon any of the assets of the Fund; (xix) make any election on behalf of the Fund that is or may be permitted under the Code and supervise the preparation and filing of all tax and information returns that the Fund may be required to file; (xx) take any action that may be necessary or appropriate for the continuation of the Fund's valid existence as a limited liability company under the laws of the State of New Jersey and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Fund to conduct the business in which it is engaged; (xxi) admit additional Members to the Fund and admit an assignee of a Member's Fund Interest to be a Substituted Member in the Fund, pursuant to and subject to the terms of this Agreement, without the consent of any other Member; and (xxii) perform all normal business functions, and otherwise operate and manage the business and affairs of the Fund, in accordance with and as limited by this Agreement.

Management Committee Powers. Subject to the terms hereof, including but not limited to Section 7.33.05, the Management Committee shall have full, exclusive, and complete discretion in the management and control of the affairs of the FundPartnership, shall make all decisions affecting Fund Partnership affairs and shall have all of the rights, powers, rights and obligations powers of a managing member general partner of a limited liability company partnership under the Act DRULPA and otherwise as provided by law. The members of the Management Committee shall provide overall guidance and supervision with respect to the operation operations of the FundPartnership, shall perform have all of the responsibilities, obligations, and fiduciary duties imposed on the directors of business development companies by the 1940 ActAct upon directors of a business development company in corporate form, and shall monitor the activities of Portfolio Companies Persons in which the Fund Partnership has invested. Except as otherwise expressly provided in this Agreement, the Management Committee is hereby granted the right, power, and authority to do on behalf of the Fund Partnership all things which, in its sole judgment, are necessary or appropriate to manage the FundPartnership's affairs and fulfill the purposes of the FundPartnership, including, by way of illustration and not by way of limitation, the power and authority from time to time to do the following: : (ia) subject to Section 7.73.13, invest the assets funds of the Fund Partnership in such investments as are consistent with the FundPartnership's purpose, provided that such investments do not cause the Fund Partnership to fail to comply with Section 55 of the 1940 Act; ; (iib) incur all expenses permitted by this Agreement; ; (iiic) to the extent that funds are available, cause to be paid all expenses, debts, and obligations of the Fund; Partnership; (ivd) employ and dismiss from employment such agents, employees, managers, accountants, attorneys, consultants, and other Persons necessary or appropriate to carry out the business and affairs of the FundPartnership, whether or not any such Persons so employed are Affiliates of any Directors or the Investment ManagerGeneral Partner, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services, subject to the restrictions set forth in Section 7.1(f); 3.10; (ve) subject to the indemnification provisions in this Agreement, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend, or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action, or claim, including tax audits, either in favor of or against the Fund; Partnership; (vif) enter into any sales, agency, or dealer agreements, and escrow agreements, with respect to the sale of Units to Members Limited Partners and provide for the distribution of such Units by the Fund Partnership through one or more broker-dealers (which may be Affiliates of the Directors), General Partners) or otherwise; ; (viig) borrow money in an amount up to but not in excess of 50% of the aggregate Capital Contribution of all Members and issue multiple classes of senior indebtedness or a single class of limited partner interests senior to the Units to the extent permitted by the 1940 Act and repay, in whole or in part, any such borrowings or indebtedness and repurchase or retire, in whole or in part, any such interests senior to the Units; and in connection with such loans or senior instruments to mortgage, pledge, assign, or otherwise encumber any or all properties or assets owned by the FundPartnership, including any income therefrom, to secure such borrowings or provide repayment thereof; . The Management Committee, on behalf of the Partnership, may also approve Portfolio Company borrowings in any amount it deems appropriate or grant Partnership guarantees of Portfolio Company borrowings so long as the aggregate guarantees outstanding at any time do not exceed $3,000,000; (viiih) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions, or money market funds; ; (ixi) make temporary investments of Fund Partnership capital in Short-Term Investments; term Investments pending final disposition or cash distributions to the Partners; (xj) to the extent permitted by the 1940 Act, invest up to 20% of the Partnership's aggregate Capital Contributions in unaffiliated venture capital funds; (k) to the extent permitted by the 1940 Act, form or cause to be formed one or more small business investment companies under the Small Business Investment Fund Company Act of 1958, as amended; ; (xil) establish valuation principles and periodically apply such principles to the FundPartnership's venture capital investment portfolio; ; (xiim) establish and maintain a profit-sharing plan for the Individual General Partners to the extent permitted by the 1940 Act but only if payments made under the plan serve to reduce payments otherwise payable to the Managing General Partners; (n) to the extent permitted by the 1940 Act, designate and appoint one or more agents for the Fund Partnership who shall have such authority as may be conferred upon them by the Management Committee and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Management Committee hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Fund; Partnership; (xiiio) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patentpatents, patent rightrights, copyrightcopyrights, trade namenames, trademarktrademarks, and service xxxxmarks, and any application applications with respect thereto, that may be held by the Fund; Partnership; (xivp) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secretsecrets, secret processprocesses, or other proprietary information and to prosecute and defend all rights of the Fund Partnership in connection therewith; ; (xvq) subject to the other provisions of this Agreement, to enter into, make, and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this AgreementSection 3.04, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Investor Partner or with any other personPerson, firm, or corporation having any business, financial, or other relationship with any InvestorPartner or Partners, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the 1940 Act and (ii) shall be on terms no less favorable to the Fund Partnership than are generally afforded to unrelated third parties in comparable transactions; ; (xvir) purchase, rent, or lease equipment for Fund Partnership purposes; ; (xviis) purchase and maintain, at the FundPartnership's expense, liability and other insurance to protect the FundPartnership's assets from third party claims, ; provided that, in its judgment, such insurance is available and reasonably priced; and cause the Fund Partnership to purchase or bear the costs cost of any insurance covering the potential liabilities of the MembersPartners, or employees or partners of the Fund Partnership or Investment Manager General Partners as well as the potential liabilities of any Person serving at the request of the Investment Manager Managing General Partners as a director of or advisor to a Portfolio Company; provided, however, that the Directors or Investment Manager as the case may be Managing General Partners, shall be required to bear, out of their separate assets, the portion of the premiums for any such insurance coverages beyond those for matters against which the Fund Partnership is permitted to indemnify the Directors General Partners under Section 7.8; Article 10; (xviiit) cause to be paid any and all taxes, charges, and assessments that may be levied, assessed assessed, or imposed upon any of the assets of the Fund; Partnership, unless the same are contested by the Management Committee; (xixu) make any election on behalf of the Fund Partnership that is or may be permitted under the Code IRC and supervise the preparation and filing of all tax and information returns that the Fund Partnership may be required to file; ; (xxv) take any action that may be necessary or appropriate for the continuation of the FundPartnership's valid existence as a limited liability company partnership under the laws of the State of New Jersey Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members Limited Partners or to enable the Fund Partnership to conduct the business in which it is engaged; ; and (xxi) admit additional Members to the Fund and admit an assignee of a Member's Fund Interest to be a Substituted Member in the Fund, pursuant to and subject to the terms of this Agreement, without the consent of any other Member; and (xxiiw) perform all normal business functions, and otherwise operate and manage the business and affairs of the FundPartnership, in accordance with and as limited by this Agreement.

Management Committee Powers. Subject to the terms hereof, including but not limited to Section 7.33.05, the Management Committee shall have full, exclusive, and complete discretion in the management and control of the affairs of the FundPartnership, shall make all decisions affecting Fund Partnership affairs and shall have all of the rights, powers, rights and obligations powers of a managing member general partner of a limited liability company partnership under the Act DRULPA and otherwise as provided by law. The members of the Management Committee shall provide overall guidance and supervision with respect to the operation operations of the FundPartnership, shall perform all duties imposed on the directors of business development companies by the 1940 Act, and shall monitor the activities of Portfolio Companies Persons in which the Fund Partnership has invested. Except as otherwise expressly provided in this Agreement, the Management Committee is hereby granted the right, power, and authority to do on behalf of the Fund Partnership all things which, in its sole judgment, are necessary or appropriate to manage the FundPartnership's affairs and fulfill the purposes of the FundPartnership, including, by way of illustration and not by way of limitation, the power and authority from time to time to do the following: (ia) subject to Section 7.73.13, invest the assets funds of the Fund Partnership in such investments as are consistent with the FundPartnership's purpose, provided that such investments do not cause the Fund Partnership to fail to comply with Section 55 of the 1940 Act; (iib) incur all expenses permitted by this Agreement; (iiic) to the extent that funds are available, cause to be paid all expenses, debts, and obligations of the FundPartnership; (ivd) employ and dismiss from employment such agents, employees, managers, accountants, attorneys, consultants, and other Persons necessary or appropriate to carry out the business and affairs of the FundPartnership, whether or not any such Persons so employed are Affiliates of any Directors or the Investment ManagerGeneral Partner, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services, subject to the restrictions set forth in Section 7.1(f)3.10; (ve) subject to the indemnification provisions in this Agreement, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend, or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action, or claim, including tax audits, either in favor of or against the FundPartnership; (vif) enter into any sales, agency, or dealer agreements, and escrow agreements, with respect to the sale of Units to Members Limited Partners and provide for the distribution of such Units by the Fund Partnership through one or more broker-dealers (which may be Affiliates of the Directors), General Partners) or otherwise; (viig) borrow money in an amount up to but not in excess of 50% of the aggregate Capital Contribution of all Members and issue multiple classes of senior indebtedness or a single class of limited partner interests senior to the Units to the extent permitted by the 1940 Act and repay, in whole or in part, any such borrowings or indebtedness and repurchase or retire, in whole or in part, any such interests senior to the Units; and in connection with such loans or senior instruments to mortgage, pledge, assign, or otherwise encumber any or all properties or assets owned by the FundPartnership, including any income therefrom, to secure such borrowings or provide repayment thereof. The Management Committee, on behalf of the Partnership, may also approve Portfolio Company borrowings in any amount it deems appropriate or grant Partnership guarantees of Portfolio Company borrowings so long as the aggregate guarantees outstanding at any time do not exceed $3,000,000; (viiih) establish and maintain accounts with financial institutions, including federal or state banks, brokerage firms, trust companies, savings and loan institutions, or money market funds; (ixi) make temporary investments of Fund Partnership capital in Short-Term Investmentsterm Investments pending final disposition or cash distributions to the Partners; (xj) to the extent permitted by the 1940 Act, invest up to 20% of the Partnership's aggregate Capital Contributions in unaffiliated venture capital funds; (k) to the extent permitted by the 1940 Act, form or cause to be formed one or more small business investment companies under the Small Business Investment Fund Company Act of 1958, as amended; (xil) establish valuation principles and periodically apply such principles to the FundPartnership's venture capital investment portfolio; (xiim) establish and maintain a profit-sharing plan for the Individual General Partners to the extent permitted by the 1940 Act but only if payments made under the plan serve to reduce payments otherwise payable to the Managing General Partners; (n) to the extent permitted by the 1940 Act, designate and appoint one or more agents for the Fund Partnership who shall have such authority as may be conferred upon them by the Management Committee and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Management Committee hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the FundPartnership; (xiiio) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patentpatents, patent rightrights, copyrightcopyrights, trade namenames, trademarktrademarks, and service xxxxmarks, and any application applications with respect thereto, that may be held by the FundPartnership; (xivp) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secretsecrets, secret processprocesses, or other proprietary information and to prosecute and defend all rights of the Fund Partnership in connection therewith; (xvq) subject to the other provisions of this Agreement, to enter into, make, and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this AgreementSection 3.04, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Investor Partner or with any other personPerson, firm, or corporation having any business, financial, or other relationship with any InvestorPartner or Partners, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the 1940 Act and (ii) shall be on terms no less favorable to the Fund Partnership than are generally afforded to unrelated third parties in comparable transactions; (xvir) purchase, rent, or lease equipment for Fund Partnership purposes; (xviis) purchase and maintain, at the FundPartnership's expense, liability and other insurance to protect the FundPartnership's assets from third party claims, ; provided that, in its judgment, such insurance is available and reasonably priced; and cause the Fund Partnership to purchase or bear the costs cost of any insurance covering the potential liabilities of the MembersPartners, or employees or partners of the Fund Partnership or Investment Manager General Partners as well as the potential liabilities of any Person serving at the request of the Investment Manager Managing General Partners as a director of or advisor to a Portfolio Company; provided, however, that the Directors or Investment Manager as the case may be Managing General Partners, shall be required to bear, out of their separate assets, the portion of the premiums for any such insurance coverages beyond those for matters against which the Fund Partnership is permitted to indemnify the Directors General Partners under Section 7.8Article 10; (xviiit) cause to be paid any and all taxes, charges, and assessments that may be levied, assessed assessed, or imposed upon any of the assets of the FundPartnership, unless the same are contested by the Management Committee; (xixu) make any election on behalf of the Fund Partnership that is or may be permitted under the Code IRC and supervise the preparation and filing of all tax and information returns that the Fund Partnership may be required to file; (xxv) take any action that may be necessary or appropriate for the continuation of the FundPartnership's valid existence as a limited liability company partnership under the laws of the State of New Jersey Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members Limited Partners or to enable the Fund Partnership to conduct the business in which it is engaged; (xxi) admit additional Members to the Fund and admit an assignee of a Member's Fund Interest to be a Substituted Member in the Fund, pursuant to and subject to the terms of this Agreement, without the consent of any other Member; and (xxiiw) perform all normal business functions, and otherwise operate and manage the business and affairs of the FundPartnership, in accordance with and as limited by this Agreement.

Management Committee Powers. Subject to the terms hereof, including but not limited to Section 7.33.05, the Management Committee shall have full, exclusive, and complete discretion in the management and control of the affairs of the FundPartnership, shall make all decisions affecting Fund Partnership affairs and shall have all of the rights, powers, and obligations of a managing member general partner of a limited liability company partnership under the Act DRULPA and otherwise as provided by law. The members of the Management Committee shall provide overall guidance and supervision with respect to the operation operations of the FundPartnership, shall perform have all of the responsibilities, obligations, and fiduciary duties imposed on the directors of business development companies by the 1940 ActAct upon directors of a business development company in corporate form, and shall monitor the activities of Portfolio Companies Persons in which the Fund Partnership has invested. Except as otherwise expressly provided in this Agreement, the Management Committee is hereby granted the right, power, and authority to do on behalf of the Fund Partnership all things which, in its sole judgment, are necessary or appropriate to manage the FundPartnership's affairs and fulfill the purposes of the FundPartnership, including, by way of illustration and not by way of limitation, the power and authority from time to time to do the following: : (ia) subject to Section 7.73.13, invest the assets funds of the Fund Partnership in such investments as are consistent with the FundPartnership's purpose, provided that such investments do not cause the Fund Partnership to fail to comply with Section 55 of the 1940 Act; ; (iib) incur all expenses permitted by this Agreement; ; (iiic) to the extent that funds are available, cause to be paid all expenses, debts, and obligations of the Fund; Partnership; (ivd) employ and dismiss from employment such agents, employees, managers, accountants, attorneys, consultants, and other Persons necessary or appropriate to carry out the business and affairs of the FundPartnership, whether or not any such Persons so employed are Affiliates of any Directors or the Investment ManagerGeneral Partner, and to pay such compensation to such Persons as is competitive with the compensation paid to unaffiliated Persons in the area for similar services, subject to the restrictions set forth in Section 7.1(f); 3.10; (ve) subject to the indemnification provisions in this Agreement, pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend, or settle, upon such terms it deems sufficient, any obligation, suit, liability, cause of action, or claim, including tax audits, either in favor of or against the Fund; Partnership; (vif) enter into any sales, agency, or dealer agreements, and escrow agreements, with respect to the sale of Units to Members Limited Partners and provide for the distribution of such Units by the Fund Partnership through one or more broker-dealers (which may be Affiliates of the DirectorsGeneral Partners), or otherwise; ; (viig) borrow money in an amount up to but not in excess of 50% of the aggregate Capital Contribution of all Members and issue multiple classes of senior indebtedness or a single class of limited partner interests senior to the Units to the extent permitted by the 1940 Act and repay, in whole or in part, any such borrowings or indebtedness and repurchase or retire, in whole or in part, any such interests senior to the Units; and in connection with such loans or senior instruments to mortgage, pledge, assign, or otherwise encumber any or all properties or assets owned by the FundPartnership, including any income therefrom, to secure such borrowings or provide repayment thereof; (viii) establish and maintain accounts with financial institutions. The Management Committee, including federal or state banks, brokerage firms, trust companies, savings and loan institutions, or money market funds; (ix) make temporary investments of Fund capital in Short-Term Investments; (x) to the extent permitted by the 1940 Act, form or cause to be formed one or more small business investment companies under the Small Business Investment Fund Act of 1958, as amended; (xi) establish valuation principles and periodically apply such principles to the Fund's venture capital investment portfolio; (xii) to the extent permitted by the 1940 Act, designate and appoint one or more agents for the Fund who shall have such authority as may be conferred upon them by the Management Committee and who may perform any of the duties of, and exercise any of the powers and authority conferred upon, the Management Committee hereunder including, but not limited to, designation of one or more agents as authorized signatories on any bank accounts maintained by the Fund; (xiii) prosecute, protect, defend, or cause to be protected and defended, or abandon, any patent, patent right, copyright, trade name, trademark, and service xxxx, and any application with respect thereto, that may be held by the Fund; (xiv) take all reasonable and necessary actions to protect the secrecy of and the proprietary rights with respect to any know-how, trade secret, secret process, or other information and to prosecute and defend all rights of the Fund in connection therewith; (xv) subject to the other provisions of this Agreement, to enter into, make, and perform such contracts, agreements, and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Agreement, including, without in any manner limiting the generality of the foregoing, contracts, agreements, undertakings, and transactions with any Investor or with any other person, firm, or corporation having any business, financial, or other relationship with any Investor, provided, however, such transactions with such Persons and entities (i) shall only be entered into to the extent permitted under the 1940 Act and (ii) shall be on terms no less favorable to the Fund than are generally afforded to unrelated third parties in comparable transactions; (xvi) purchase, rent, or lease equipment for Fund purposes; (xvii) purchase and maintain, at the Fund's expense, liability and other insurance to protect the Fund's assets from third party claims, provided that, in its judgment, such insurance is available and reasonably priced; and cause the Fund to purchase or bear the costs of any insurance covering the potential liabilities of the Members, or employees or partners of the Fund or Investment Manager as well as the potential liabilities of any Person serving at the request of the Investment Manager as a director of or advisor to a Portfolio Company; provided, however, that the Directors or Investment Manager as the case may be shall be required to bear, out of their separate assets, the portion of the premiums for any such insurance coverages beyond those for matters against which the Fund is permitted to indemnify the Directors under Section 7.8; (xviii) cause to be paid any and all taxes, charges, and assessments that may be levied, assessed or imposed upon any of the assets of the Fund; (xix) make any election on behalf of the Fund that is Partnership, may also approve Portfolio Company borrowings in any amount it deems appropriate or may be permitted under grant Partnership guarantees of Portfolio Company borrowings so long as the Code and supervise the preparation and filing of all tax and information returns that the Fund may be required to file; (xx) take aggregate guarantees outstanding at any action that may be necessary or appropriate for the continuation of the Fund's valid existence as a limited liability company under the laws of the State of New Jersey and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Fund to conduct the business in which it is engaged; (xxi) admit additional Members to the Fund and admit an assignee of a Member's Fund Interest to be a Substituted Member in the Fund, pursuant to and subject to the terms of this Agreement, without the consent of any other Member; and (xxii) perform all normal business functions, and otherwise operate and manage the business and affairs of the Fund, in accordance with and as limited by this Agreementtime do not exceed $3,000,000.