Common use of Powers and Duties of Manager Clause in Contracts

Powers and Duties of Manager. (a) Without limiting the generality of Section 5.1, but subject to the limitations set forth in Section 5.4, the Manager shall have the power and authority, on behalf of the Company to: (i) Cause the Company to pay all required taxes, rents, assessments and other obligations of the Company; (ii) On behalf of the Company, execute and supervise contracts to be entered into by the Company and execute all other instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company's property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company; (iii) Borrow money for the Company from banks, other lending institutions, Members, or Affiliates of Members in accordance with this Agreement or on such terms as may be approved by the Members, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except to the extent expressly provided in this Operating Agreement or as approved by the Policy Board; (iv) Purchase liability and other insurance to protect the Company's property and business; (v) Invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; and (vi) Take any action and do and perform all other acts which (A) are necessary or appropriate to the conduct of the Company's business, including all actions necessary to fulfill the Company's obligations to maintain the development of the Project, but (B) do not require approval of the Policy Board under this Operating Agreement, unless such action or acts are specifically authorized by the Budget or the Annual Operating Plan. (b) The Manager shall be responsible for and hereby covenants that: (i) as Tax Matters Partner, it will provide: (A) notice of each Member's name, address and profits interest to be furnished to the Service in accordance with Section 6223(c) of the Code, provided the Tax Matters Partner has knowledge of such Member's name, address and profits interest, (B) notice of all administrative and judicial proceedings for the adjustment at the partnership (Company) level of partnership (Company) items shall be sent to each known Member, and (C) if the Service notifies the Company of any administrative proceeding, notice will be sent to the Service in accordance with Section 6230(e) of the Code; (ii) it will exercise good faith in all activities relating to the conduct of the business of the Company and will take no action with respect to the business and property of the Company which is not reasonably related to the achievement of the purpose of the Company; (iii) extended risk insurance in favor of the Company acceptable to the Policy Board and workmen's compensation and public liability insurance in favor of the Company in amounts satisfactory to the Policy Board will be kept in force during the term of the Company as to property of the Company; (iv) all funds of the Company will be deposited in a separate bank account or accounts as shall be determined by the Manager; (v) at the Company's cost and expense, it will provide or cause to be provided each Member (A) within thirty (30) days after the end of each fiscal quarter, a report of operations for such quarter, including a balance sheet, a statement of income and expenses and a cash flow statement for the quarter then ended, (B) within ninety (90) days after the end of each Fiscal Year of the Company, reviewed and compiled and, if necessary, audited financial statements prepared by Deloitte & Touche (or such other independent accountants as may be selected by the Members) in accordance with generally accepted accounting principles and such financial information with respect to such Fiscal Year of the Company as shall be reportable for federal and state income tax purposes, (C) tax returns for the Company as set forth in Section 8.10; and (D) regular and periodic (but not less than quarterly) reports and updates regarding the Project; (vi) comply with all contracts, agreements and obligations and all governmental rules, regulations, laws, ordinances and requirements, applicable to the Project and management of the Company; and (vii) in hiring professionals on behalf of the Company, it will consider, on a reasonable basis, any business issues or concerns raised by any Member with respect to any one or more candidates for such engagement.

Powers and Duties of Manager. (a) Without limiting the generality of Section 5.1, but subject Subject to the limitations set forth in Section 5.4terms and provisions of this Agreement, the Manager shall have the power following powers and authorityduties, on behalf of the Company to: (i) Cause the Company to pay all required taxes, rents, assessments and other obligations of the Company; (ii) On behalf of the Company, execute and supervise contracts to which shall be entered into by the Company and execute all other instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company's property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company; (iii) Borrow money for the Company from banks, other lending institutions, Members, or Affiliates of Members discharged in accordance with this Agreement or on such terms as may be approved by the Membersadopted Programs and Budgets. (a) The Manager shall manage, direct and control Operations, and in connection therewith, to hypothecate, encumber shall prepare and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except present to the extent expressly Management Committee proposed Programs and Budgets as provided in this Operating Agreement or as approved by the Policy Board; (iv) Purchase liability and other insurance to protect the Company's property and business; (v) Invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; and (vi) Take any action and do and perform all other acts which (A) are necessary or appropriate to the conduct of the Company's business, including all actions necessary to fulfill the Company's obligations to maintain the development of the Project, but (B) do not require approval of the Policy Board under this Operating Agreement, unless such action or acts are specifically authorized by the Budget or the Annual Operating PlanARTICLE IX. (b) The Manager shall be responsible for implement the decisions of the Management Committee, shall make all expenditures necessary to carry out adopted Programs, and hereby covenants that:shall promptly advise the Management Committee if it lacks sufficient funds to carry out its responsibilities under this Agreement. (c) The Manager shall use reasonable efforts to: (i) as Tax Matters Partnerpurchase or otherwise acquire all material, it will provide: (A) notice of each Member's namesupplies, address equipment, water, utility and profits interest transportation services required for Operations, such purchases and acquisitions to be furnished made to the Service in accordance with Section 6223(c) extent reasonably possible on the best terms available, taking into account all of the Code, provided the Tax Matters Partner has knowledge of such Member's name, address and profits interest, (B) notice of all administrative and judicial proceedings for the adjustment at the partnership (Company) level of partnership (Company) items shall be sent to each known Member, and (C) if the Service notifies the Company of any administrative proceeding, notice will be sent to the Service in accordance with Section 6230(e) of the Code; circumstances; (ii) it will exercise good faith obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions; and (iii) keep the Assets free and clear of all activities relating Encumbrances, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A and those existing at the time of, or created concurrent with, the acquisition of such Assets, or mechanic's or materialmen's liens (which shall be contested, released or discharged in a diligent matter) or Encumbrances specifically approved by the Management Committee. (d) The Manager shall conduct such title examinations of the Properties and cure such title defects pertaining to the conduct of the business of the Company Properties as may be advisable in its reasonable judgment. (e) The Manager shall: (i) make or arrange for all payments required by leases, licenses, permits, contracts and will take no action with respect to the business and property of the Company which is not reasonably other agreements related to the achievement Assets; (ii) pay all taxes, assessments and like charges on Operations and Assets except taxes determined or measured by a Participant's sales revenue or net income and taxes, including production taxes, attributable to a Participant's share of Products, and shall otherwise promptly pay and discharge expenses incurred in Operations; provided, however, that if authorized by the Management Committee, the Manager shall have the right to contest (in the courts or otherwise) the validity or amount of any taxes, assessments or charges if the Manager deems them to be unlawful, unjust, unequal or excessive, or to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization thereof before the Manager shall be required to pay them, but in no event shall the Manager permit or allow title to the Assets to be lost as the result of the purpose nonpayment of the Company; any taxes, assessments or like charges; and (iii) extended risk insurance in favor of do all other acts reasonably necessary to maintain the Company acceptable to the Policy Board and workmen's compensation and public liability insurance in favor of the Company in amounts satisfactory to the Policy Board will be kept in force during the term of the Company as to property of the Company;Assets. (ivf) The Manager shall: (i) apply for all funds of the Company will be deposited in a separate bank account or accounts as shall be determined by the Manager; necessary permits, licenses and approvals; (v) at the Company's cost and expense, it will provide or cause to be provided each Member (A) within thirty (30) days after the end of each fiscal quarter, a report of operations for such quarter, including a balance sheet, a statement of income and expenses and a cash flow statement for the quarter then ended, (B) within ninety (90) days after the end of each Fiscal Year of the Company, reviewed and compiled and, if necessary, audited financial statements prepared by Deloitte & Touche (or such other independent accountants as may be selected by the Members) in accordance with generally accepted accounting principles and such financial information with respect to such Fiscal Year of the Company as shall be reportable for federal and state income tax purposes, (C) tax returns for the Company as set forth in Section 8.10; and (D) regular and periodic (but not less than quarterly) reports and updates regarding the Project; (viii) comply with all contracts, agreements Laws; (iii) notify promptly the Management Committee of any allegations of substantial violation thereof; and obligations (iv) prepare and file all governmental rules, regulations, laws, ordinances and requirements, applicable to the Project and management reports or notices required for or as a result of the Company; and (vii) Operations. The Manager shall not be in hiring professionals on behalf breach of the Company, it will consider, on this provision if a reasonable basis, any business issues or concerns raised by any Member with respect to any one or more candidates for such engagement.violation

Powers and Duties of Manager. (a) Without limiting the generality of Section 5.1, but subject to the limitations set forth in Section 5.4, the Manager shall have the power and authority, on behalf of the Company to: (i) Cause the Company to pay all required taxes, rents, assessments and other obligations of the Company; (ii) On behalf of the Company, execute and supervise contracts to be entered into by the Company and execute all other instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company's property, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company; (iii) Borrow money for the Company from banks, other lending institutions, Members, or Affiliates of Members in accordance with this Agreement or on such terms as may be approved by the Members, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except to the extent expressly provided in this Operating Agreement or as approved by the Policy Board; (iv) Purchase liability and other insurance to protect the Company's property and business; (v) Invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; and (vi) Take any action and do and perform all other acts which (A) are necessary or appropriate to the conduct of the Company's business, including all actions necessary to fulfill the Company's obligations to maintain the development of the Project, but (B) do not require approval of the Policy Board under this Operating Agreement, unless such action or acts are specifically authorized by the Budget or the Annual Operating Plan., (b) The Manager shall be responsible for and hereby covenants that: (i) as Tax Matters Partner, it will provide: (A) notice of each Member's name, address and profits interest to be furnished to the Service in accordance with Section 6223(c) of the Code, provided the Tax Matters Partner has knowledge of such Member's name, address and profits interest, (B) notice of all administrative and judicial proceedings for the adjustment at the partnership (Company) level of partnership (Company) items shall be sent to each known Member, and (C) if the Service notifies the Company of any administrative proceeding, notice will be sent to the Service in accordance with Section 6230(e) of the Code; (ii) it will exercise good faith in all activities relating to the conduct of the business of the Company and will take no action with respect to the business and property of the Company which is not reasonably related to the achievement of the purpose of the Company; (iii) extended risk insurance in favor of the Company acceptable to the Policy Board and workmen's compensation and public liability insurance in favor of the Company in amounts satisfactory to the Policy Board will be kept in force during the term of the Company as to property of the Company; (iv) all funds of the Company will be deposited in a separate bank account or accounts as shall be determined by the Manager; (v) at the Company's cost and expense, it will provide or cause to be provided each Member (A) within thirty (30) days after the end of each fiscal quarter, a report of operations for such quarter, including a balance sheet, a statement of income and expenses and a cash flow statement for the quarter then ended, (B) within ninety (90) days after the end of each Fiscal Year of the Company, reviewed and compiled and, if necessary, audited financial statements prepared by Deloitte & Touche (or such other independent accountants as may be selected by the Members) in accordance with generally accepted accounting principles and such financial information with respect to such Fiscal Year of the Company as shall be reportable for federal and state income tax purposes, (C) tax returns for the Company as set forth in Section 8.10; and (D) regular and periodic (but not less than quarterly) reports and updates regarding the Project; (vi) comply with all contracts, agreements and obligations and all governmental rules, regulations, laws, ordinances and requirements, applicable to the Project and management of the Company; and (vii) in hiring professionals on behalf of the Company, it will consider, on a reasonable basis, any business issues or concerns raised by any Member with respect to any one or more candidates for such engagement.

Powers and Duties of Manager. (a) Without limiting the generality of Section 5.1, but subject Except as provided elsewhere in this Agreement to the limitations set forth in Section 5.4contrary, the Manager shall have the power all powers and authority, on behalf of the Company duties to: (ia) Cause Manage, direct and control the Company to pay all required taxesbusiness, rents, assessments assets and other obligations operations of the Company; (iib) On behalf Make and revise budgets for the Company; (c) Implement the decisions of the Manager and, where appropriate, of the Members and make such expenditures as may be necessary to carry out such decisions, and promptly advise the Members if the Company lacks sufficient funds to carry out such decisions; (d) Purchase or otherwise acquire machinery, equipment and vehicles appropriate for the operations of the Company's business; (e) Supervise and oversee the operations of the Company; (f) Borrow money for the Company and in its name from banks, other lending institutions, or one or more Members or their affiliates, on such terms and conditions as the Manager may deem appropriate and, in connection therewith, to encumber and pledge and grant security interests in the assets of the Company to secure repayment of the borrowed sums; (g) Open and maintain one or more bank accounts in the name of the Company, execute subject to the provisions of Section 6.3; (h) Obtain and supervise contracts maintain and pay the premiums on liability, property and other insurance to be entered into by protect the Company's property, business operations, Members, Manager and agents; (i) Execute on behalf of the Company and execute in its name all other instruments and documents, including, including without limitation, limitation checks, drafts, notes and other negotiable instruments, mortgages or and deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage acquisition or disposition of the Company's propertyassets, assignments, bills of sale, leases and any other instruments or documents necessary, in the opinion determination of the Manager, to conduct the business of the Company; (iiij) Borrow money Employ accountants, legal counsel, and other professional advisors and experts to perform services for the Company and to compensate them from banks, other lending institutions, Members, or Affiliates of Members in accordance with this Agreement or on such terms as may be approved by the Members, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except to the extent expressly provided in this Operating Agreement or as approved by the Policy Board; (iv) Purchase liability and other insurance to protect the Company's property and business; (v) Invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; and (vi) Take any action and do and perform all other acts which (A) are necessary or appropriate to the conduct of the Company's business, including all actions necessary to fulfill the Company's obligations to maintain the development of the Project, but (B) do not require approval of the Policy Board under this Operating Agreement, unless such action or acts are specifically authorized by the Budget or the Annual Operating Plan. (b) The Manager shall be responsible for and hereby covenants that: (i) as Tax Matters Partner, it will provide: (A) notice of each Member's name, address and profits interest to be furnished to the Service in accordance with Section 6223(c) of the Code, provided the Tax Matters Partner has knowledge of such Member's name, address and profits interest, (B) notice of all administrative and judicial proceedings for the adjustment at the partnership (Company) level of partnership (Company) items shall be sent to each known Member, and (C) if the Service notifies the Company of any administrative proceeding, notice will be sent to the Service in accordance with Section 6230(e) of the Code; (ii) it will exercise good faith in all activities relating to the conduct of the business of the Company and will take no action with respect to the business and property of the Company which is not reasonably related to the achievement of the purpose of the Company; (iiik) extended risk insurance in favor Appoint the tax matters partner pursuant to Section 6221 of the Code, and the initial tax matters partner shall be Xxxxx; (l) Enter into any and all other agreements on behalf of the Company acceptable to and in its name with any Person for any purpose, in such form and substance as the Policy Board and workmen's compensation and public liability insurance in favor of the Company in amounts satisfactory to the Policy Board will be kept in force during the term of the Company as to property of the Company; (iv) all funds of the Company will be deposited in a separate bank account or accounts as shall be determined by the Manager; (v) at the Company's cost and expense, it will provide or cause to be provided each Member (A) within thirty (30) days after the end of each fiscal quarter, a report of operations for such quarter, including a balance sheet, a statement of income and expenses and a cash flow statement for the quarter then ended, (B) within ninety (90) days after the end of each Fiscal Year of the Company, reviewed and compiled and, if necessary, audited financial statements prepared by Deloitte & Touche (or such other independent accountants as Manager may be selected by the Members) in accordance with generally accepted accounting principles and such financial information with respect to such Fiscal Year of the Company as shall be reportable for federal and state income tax purposes, (C) tax returns for the Company as set forth in Section 8.10; and (D) regular and periodic (but not less than quarterly) reports and updates regarding the Project; (vi) comply with all contracts, agreements and obligations and all governmental rules, regulations, laws, ordinances and requirements, applicable to the Project and management of the Companyapprove; and (viim) in hiring professionals on behalf of Perform all other acts as may be necessary or appropriate to conduct the Company, it will consider, on a reasonable basis, any 's business issues or concerns raised by any Member with respect to any one or more candidates for such engagementand affairs.