Power and Authority of Managing Member. Except as explicitly set forth in this Agreement, the Managing Member, as appointed pursuant to Section 3.1(h) of this Agreement, shall have full power and authority to do, and to direct the Officers to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company and each Series, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, in each case without the consent of the Economic Members, including but not limited to the following:
Power and Authority of Managing Member. Except as explicitly set forth in this Agreement, the Managing Member shall have full power and authority to do, and to direct the Officers or Managers to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company and each Series, to exercise all powers set forth in Section 2.05 and to effectuate the purposes set forth in Section 2.04, in each case without the consent of the Economic Members. The Managing Member jointly may delegate any or all of their powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Company, which Person may, under supervision of the Managing Member, perform any acts or services for the Company as the Managing Member may approve.
Power and Authority of Managing Member. The business and affairs of the Company shall be managed by the Managing Member, who shall have the power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, but not limited to:
Power and Authority of Managing Member. Except as explicitly set forth in this Agreement, the Managing Member, as appointed pursuant to Section 3.1(h) of this Agreement, shall have full power and authority to do, and to direct the Officers to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company and each Series, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, in each case without the consent of the Economic Members, including but not limited to the following: the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including entering into on behalf of a Series, an Operating Expenses Reimbursement Obligation, or indebtedness that is convertible into Interests, and the incurring of any other obligations; the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company or any Series (including, but not limited to, the filing of periodic reports on Forms 1-K, 1-SA and 1-U with the U.S. Securities and Exchange Commission), and the making of any tax elections; the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or any Series or the merger or other combination of the Company with or into another Person and for the avoidance of doubt, any action taken by the Managing Member pursuant to this sub-paragraph shall not require the consent of the Economic Members; (i) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company and the repayment of obligations of the Company and (ii) the use of the assets of a Series (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of such Series and the repayment of obligations of such Series; the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company or any Series under contractual arrangements to all or particular assets of the Company or any Series); the declaration and payment of distribut...
Power and Authority of Managing Member. Subject to the Consent of the Special Member or the consent of the Investor Member where required by this Agreement, and subject to the other limitations and restrictions included in this Agreement, the Managing Member shall have complete and exclusive control over the management of the Company business and affairs, and shall have the right, power and authority, on behalf of the Company, and in its name, to exercise all of the rights, powers and authority of a member of a company without investor members. If there is more than one Managing Member, all acts, decisions or consents of the Managing Members shall require the concurrence of all of the Managing Members. No actions taken without the authorization of all the Managing Members shall be deemed valid actions taken by the Managing Members pursuant to this Agreement. No Investor Member or Special Member (except one who may also be a Managing Member, and then only in its capacity as Managing Member within the scope of its authority hereunder) shall have any right to be active in the management of the Company's business or investments or to exercise any control thereover, nor have the right to bind the Company in any contract, agreement, promise or undertaking, or to act in any way whatsoever with respect to the control or conduct of the business of the Company, except as otherwise specifically provided in this Agreement.
Power and Authority of Managing Member. The Managing Member shall have complete and exclusive control over the management of the Company business and affairs. Spring Valley Terrace, Inc., an Arizona nonprofit corporation has been designated as the Managing Member. The Managing Member may act singularly on behalf of the Company and any exercise of rights, power or authority granted under the Amended and Restated Operating Agreement to any other Member requires the consent of the Managing Member. No Member (except one who may also be a Managing Member, and then only in its capacity as Managing Member within the scope of its authority hereunder) shall have any right to be active in the management of the Company's business or investments or to exercise any control thereover, nor have the right to bind the Company in any contract, agreement, promise or undertaking, or to act in any way whatsoever with respect to the control or conduct of the business of the Company, except as otherwise specifically provided in this Agreement.
