Common use of Manager Authority Clause in Contracts

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject only to Section 7.4) and those required for or appropriate to the management of the Company's business, which include, by way of illustration, but not limitation, the right, authority and power to cause the Company to: 7.3.1 Acquire, hold, develop, lease, rent, operate, sell, exchange, subdivide and otherwise dispose of all property, including its Interest in one or more of the Properties; 7.3.2 Borrow money, and, if security is required therefor, to pledge or mortgage or subject the Interests and or Properties to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole and absolute discretion, deems to be in the best interest of the Company; 7.3.3 Place record title to, or the right to use its interest in the Properties in the name or names of a nominee or nominees for any purpose convenient or beneficial to the Company; 7.3.4 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company's business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company and the Manager, including errors and omissions insurance, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company; 7.3.5 Employ persons, who may be Affiliates of the Manager, in the operation and management of the business of the Company; 7.3.6 Prepare or cause to be prepared reports, statements, and other relevant information for distribution to the Members. 7.3.7 Open accounts and deposits and maintain funds in the name of the Company in banks, savings and loan associations, "money market," mutual funds and other as the Manager, in its sole and absolute discretion may deem to be necessary or desirable; 7.3.8 Cause the Company to make or revoke any of the elections referred to in the Code, provided that the Manager shall have no obligation to make any such elections; 7.3.9 Select as its accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service, provided that the Company initially intends to adopt the calendar year; 7.3.10 Determine the appropriate accounting method or methods to be used by the Company; 7.3.11 In addition to any amendments otherwise authorized herein, amend this Agreement without any action on the part of the Members: (a) To add to the representations, duties, services or obligations of the Manager or its Affiliates, for the benefit of the Members; (b) To cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (c) To delete or add any provision of this Agreement required to be so deleted or added for the benefit of the Members by the staff of the Securities and Exchange Commission or by any state "Blue Sky" Commissioner or similar official; (d) To amend this Agreement to reflect the addition or substitution of Members or the reduction of the Capital Accounts upon the return of capital to the Members; (e) To minimize the adverse impact of, or comply with, any final regulation of the United States Department of Labor, or other federal agency having jurisdiction, defining "plan assets" for ERISA purposes; (f) To reconstitute the Company under the laws of another state if beneficial for tax or other purposes; (g) As required by any lender who has made a Loan secured by any of the Properties or as required by a lender in connection with a refinancing that has been properly approved by the Company; and (h) To execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including by way of illustration, but not limitation, the execution, acknowledgment and delivery of any such instrument by the attorney-in-fact for the Manager under a special or limited power of attorney, and to take all such actions in connection therewith as the Manager, in its sole and absolute discretion, shall deem necessary or appropriate with the signature of the Manager acting alone. 7.3.12 Require in any Company contract that the Manager shall not have any personal liability, but that the person or entity contracting with the Company is to look solely to the Company and its assets for satisfaction; 7.3.13 Lease personal property for use by the Company; 7.3.14 Establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.15 Temporarily invest the proceeds from sale of Investor Units in short-term, highly-liquid investments; 7.3.16 Make secured or unsecured loans to the Company and receive interest at the rates set forth herein; 7.3.17 the right (but not the obligation) to represent the Company and the Members as "tax matters partner" within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax treatment of items of Company income, loss, deduction or credit, or any other matter reflected in the Company's returns, and, if deemed in the best interest of the Members, to agree to final Company administrative adjustments or file a petition for a readjustment of the Company items in question with the applicable court; 7.3.18 Redeem or repurchase Investor Units on behalf of the Company; 7.3.19 Hold an election for a successor Manager before the resignation, expulsion or dissolution of the Manager; 7.3.20 Initiate legal actions, settle legal actions and defend legal actions on behalf of the Company; 7.3.21 Admit itself as a Member; 7.3.22 Take all actions and make any decision on behalf of the Company under the Management Agreement; 7.3.23 Execute and amend the Management Agreement on behalf of the Company; 7.3.24 Enter into any transaction with any partnership or venture; 7.3.25 Place all or a portion of its Interests in the Properties in a single purpose or bankruptcy remote entity, or otherwise structure or restructure the Company to accommodate any financing for its Interests in the Properties and for other good business purposes such as limiting liability; 7.3.26 Perform any and all other acts which the Manager is obligated to perform hereunder;

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject only to Section 7.4) and those required for or appropriate to the management of the Company's ’s business, which includewhich, by way of illustration, illustration but not by way of limitation, shall include the right, authority and power to cause the Company to: 7.3.1 Take all actions of the Buyer (as defined in the Purchase Agreement) arising out of, contemplated by or related to the Purchase Agreement, including but not limited to, terminating the Purchase Agreement prior to the purchase of the Project in the event that the Manager determines that it is not in the best interests of the Company to acquire the Project. 7.3.2 Acquire, hold, develop, lease, rent, operate, sell, exchange, subdivide and otherwise dispose of all property, Property including its Interest in one or more of the PropertiesProject; 7.3.2 7.3.3 Borrow money, and, if security is required therefor, to pledge or mortgage or subject the Interests and or Properties Property to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole and absolute discretion, deems to be in the best interest of the Company; 7.3.3 7.3.4 Place record title to, or the right to use its interest in the Properties use, Property in the name of the Company, or names of a nominee or nominees for any purpose convenient or beneficial to the Company; 7.3.4 7.3.5 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company's ’s business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company and the Manager, including errors and omissions insurance, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company; 7.3.5 7.3.6 Employ persons, who may be Affiliates of the Manager, in the operation and management of the business of the Company; 7.3.6 7.3.7 Prepare or cause to be prepared reports, statements, and other relevant information for distribution to the Members. 7.3.7 7.3.8 Open accounts and deposits and maintain funds in the name of the Company in banks, savings and loan associations, "“money market," ” mutual funds and other instruments as the Manager, Manager may deem in its sole and absolute discretion may deem to be necessary or desirable; 7.3.8 7.3.9 Cause the Company to make or revoke any of the elections referred to in the Code, provided that Code (the Manager shall have no obligation to make any such elections); 7.3.9 7.3.10 Select as its accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service, provided that Service (the Company initially intends to adopt the calendar year); 7.3.10 Determine the appropriate accounting method or methods to be used by the Company; 7.3.11 In addition to any amendments otherwise authorized herein, amend this Agreement without any action on the part of the Members: (a) To add to the representations, duties, services or obligations of the Manager or its Affiliates, for the benefit of the Members; (b) To cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (c) To delete or add any provision of this Agreement required to be so deleted or added for the benefit of the Members by the staff of the Securities and Exchange Commission or by any state "Blue Sky" Commissioner or similar official; (d) To amend this Agreement to reflect the addition or substitution of Members or the reduction of the Capital Accounts upon the return of capital to the Members; (e) To minimize the adverse impact of, or comply with, any final regulation of the United States Department of Labor, or other federal agency having jurisdiction, defining "plan assets" for ERISA purposes; (f) To reconstitute the Company under the laws of another state if beneficial for tax or other purposes; (g) As required by any lender who has made a Loan secured by any of the Properties or as required by a lender in connection with a refinancing that has been properly approved by the Company; and (h) To execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including by way of illustration, but not limitation, the execution, acknowledgment and delivery of any such instrument by the attorney-in-fact for the Manager under a special or limited power of attorney, and to take all such actions in connection therewith as the Manager, in its sole and absolute discretion, shall deem necessary or appropriate with the signature of the Manager acting alone. 7.3.12 Require in any Company contract that the Manager shall not have any personal liability, but that the person or entity contracting with the Company is to look solely to the Company and its assets for satisfaction; 7.3.13 Lease personal property for use by the Company; 7.3.14 Establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.15 Temporarily invest the proceeds from sale of Investor Units in short-term, highly-liquid investments; 7.3.16 Make secured or unsecured loans to the Company and receive interest at the rates set forth herein; 7.3.17 the right (but not the obligation) to represent the Company and the Members as "tax matters partner" within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax treatment of items of Company income, loss, deduction or credit, or any other matter reflected in the Company's returns, and, if deemed in the best interest of the Members, to agree to final Company administrative adjustments or file a petition for a readjustment of the Company items in question with the applicable court; 7.3.18 Redeem or repurchase Investor Units on behalf of the Company; 7.3.19 Hold an election for a successor Manager before the resignation, expulsion or dissolution of the Manager; 7.3.20 Initiate legal actions, settle legal actions and defend legal actions on behalf of the Company; 7.3.21 Admit itself as a Member; 7.3.22 Take all actions and make any decision on behalf of the Company under the Management Agreement; 7.3.23 Execute and amend the Management Agreement on behalf of the Company; 7.3.24 Enter into any transaction with any partnership or venture; 7.3.25 Place all or a portion of its Interests in the Properties in a single purpose or bankruptcy remote entity, or otherwise structure or restructure the Company to accommodate any financing for its Interests in the Properties and for other good business purposes such as limiting liability; 7.3.26 Perform any and all other acts which the Manager is obligated to perform hereunder;

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject only to Section 7.4) and those required for or appropriate to the management of the Company's ’s business, which includewhich, by way of illustration, illustration but not by way of limitation, shall include the right, authority and power to cause the Company to: 7.3.1 Take all actions of the Buyer (as defined in the Purchase Agreement) arising out of, contemplated by or related to the Purchase Agreement, including but not limited to, terminating the Purchase Agreement prior to the purchase of the Project in the event that the Manager determines that it is not in the best interests of the Company to acquire the Project. 7.3.2 Acquire, hold, develop, lease, rent, operate, sell, exchange, subdivide and otherwise dispose of all property, Property including its Interest in one or more of the PropertiesProject; 7.3.2 7.3.3 Borrow money, and, if security is required therefor, to pledge or mortgage or subject the Interests and or Properties Property to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole and absolute discretion, deems to be in the best interest of the Company; 7.3.3 7.3.4 Place record title to, or the right to use its interest in the Properties use, Property in the name of the Company, or names of a nominee or nominees for any purpose convenient or beneficial to the Company; 7.3.4 7.3.5 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company's ’s business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company and the Manager, including errors and omissions insurance, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company; 7.3.5 7.3.6 Employ persons, who may be Affiliates of the Manager, in the operation and management of the business of the Company; 7.3.6 7.3.7 Prepare or cause to be prepared reports, statements, and other relevant information for distribution to the Members. 7.3.7 7.3.8 Open accounts and deposits and maintain funds in the name of the Company in banks, savings and loan associations, "“money market," ” mutual funds and other instruments as the Manager, Manager may deem in its sole and absolute discretion may deem to be necessary or desirable; 7.3.8 7.3.9 Cause the Company to make or revoke any of the elections referred to in the Code, provided that Code (the Manager shall have no obligation to make any such elections); 7.3.9 7.3.10 Select as its accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service, provided that Service (the Company initially intends to adopt the calendar year); 7.3.10 7.3.11 Determine the appropriate accounting method or methods to be used by the Company; 7.3.11 7.3.12 In addition to any amendments otherwise authorized herein, amend this Agreement without any action on the part of the MembersMembers by special or general power of attorney or otherwise: (a) To add to the representations, duties, services or obligations of the Manager or its Affiliates, for the benefit of the Members; (b) To cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (c) To delete or add any provision of this Agreement required to be so deleted or added for the benefit of the Members by the staff of the Securities and Exchange Commission or by any a state "“Blue Sky" ” Commissioner or similar official; (d) To amend this Agreement to reflect the addition or substitution of Members or the reduction of the Capital Accounts upon the return of capital to the Members; (e) To minimize the adverse impact of, or comply with, any final regulation of the United States Department of Labor, or other federal agency having jurisdiction, defining "“plan assets" ” for ERISA purposes; (f) To reconstitute the Company under the laws of another state if beneficial for tax or other purposes; (g) As required by any lender who has made a Loan secured by any of the Properties or as required by a lender in connection with a refinancing that has been properly approved by the Companybeneficial; and (hg) To execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including by way of illustration, but not limitation, the execution, acknowledgment and delivery of any such instrument by the attorney-in-fact for the Manager under a special or limited power of attorney, and to take all such actions in connection therewith as the Manager, in its sole and absolute discretion, Manager shall deem necessary or appropriate with the signature of the Manager acting alone.; 7.3.12 7.3.13 Require in any Company contract that the Manager shall not have any personal liability, but that the person or entity contracting with the Company is to look solely to the Company and its assets for satisfaction; 7.3.13 7.3.14 Lease personal property for use by the Company; 7.3.14 7.3.15 Establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.15 7.3.16 Temporarily invest the proceeds from sale of Investor Units in short-term, highly-liquid investments; 7.3.16 7.3.17 Make secured or unsecured loans to the Company and receive interest at the rates set forth herein; 7.3.17 the right (but not the obligation) to represent 7.3.18 Represent the Company and the Members as "“tax matters partner" ” within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax treatment of items of Company income, loss, deduction or credit, or any other matter reflected in the Company's ’s returns, and, if deemed in the best interest of the Members, to agree to final Company administrative adjustments or file a petition for a readjustment of the Company items in question with the applicable court; 7.3.18 7.3.19 Offer and sell Units to the public through any licensed Affiliate, or licensed nonaffiliated, and to employ licensed personnel, agents and dealers for such purpose; 7.3.20 Redeem or repurchase Investor Units on behalf of the Company; 7.3.19 7.3.21 Hold an election for a successor Manager before the resignation, expulsion or dissolution of the Manager; 7.3.20 7.3.22 Initiate legal actions, settle legal actions and defend legal actions on behalf of the Company; 7.3.21 7.3.23 Admit itself as a Member; 7.3.22 Take all actions and make any decision on behalf of the Company under the Management Agreement; 7.3.23 Execute and amend the Management Agreement on behalf of the Company; 7.3.24 Enter into any transaction with any partnership Company or venture; 7.3.25 Merge or combine the Company or “roll-up” the Company into a Company, limited liability company or other entity with a Majority Vote of the Members; 7.3.26 Place all or a portion of its Interests in the Properties Project in a single purpose or bankruptcy remote entity, or otherwise structure or restructure the Company to accommodate any financing for its Interests in all or a portion of the Properties and for other good business purposes such as limiting liabilityProject; 7.3.26 7.3.27 Perform any and all other acts which the Manager is obligated to perform hereunder;; and