Common use of POWERS OF MANAGERS Clause in Contracts

POWERS OF MANAGERS. Without limiting the generality of Article 5.1, the Managers, acting individually or jointly, shall have power and authority, on behalf of the Company: (a) to acquire property from any person or entity as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such person or entity shall not prohibit the Managers from dealing with that person or entity; (b) to borrow money for the Company from banks, other lending institutions, the Managers, Member, or affiliates of the Managers or Member on such terms as the Managers deem appropriate, 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 by the Managers, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers; (c) to purchase liability and other insurance to protect the Company's property and business; (d) to hold and own any Company real and/or personal properties in the name of the Company; (e) to invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (f) to execute on behalf of the Company all 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; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinions of the Managers, to the business of the Company; (g) to purchase stocks, bonds and securities, including options, warrants, and to engage in margin trading; (h) to employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (i) to enter into any and all other agreements on behalf of the Company, with any other person or entity for any purpose, in such forms as the Managers may approve; and (j) to do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business.

POWERS OF MANAGERS. Without limiting the generality of Article Section 5.1, the Managers, acting individually or jointly, Managers shall have plenary power and authority, on behalf of the Company: (a) To take all actions, including engaging in litigation, filing claims or other actions, that the Board of Managers considers necessary, desirable or convenient to acquire property from any person or entity as protect and defend the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected rights and interest of the Members with any such person or entity shall not prohibit respect to the Managers from dealing with that person or entityProperty; (b) to To borrow money for the Company from banks, other lending institutions, the Managers, MemberMembers, or affiliates Affiliates of the Managers Manager or Member Members on such terms as the Managers deem appropriate, 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 by the Managers, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers; (c) to To purchase liability and other insurance to protect the Company's ’s property and business; (d) to To hold and own any Company real and/or personal properties in the name of the Company; (e) to To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (f) to To execute on behalf of the Company all 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 ’s property; assignments; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinions opinion of the Managers, to the business of the Company; (g) to purchase stocks, bonds and securities, including options, warrants, and to engage in margin trading; (h) to To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (ih) to To enter into any and all other agreements on behalf of the Company, with any other person or entity Person for any purpose, in such forms as the Managers may approve; (i) To create offices and designate Officers, who need not be Members; (j) To commence and defend litigation or administrative claims or of all sorts and, to such end, to engage counsel and experts with respect thereto; and (jk) to To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's ’s business. Unless authorized to do so by the Managers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentence.

POWERS OF MANAGERS. Without limiting the generality of Article Section 5.1, each of the Managers, acting individually or jointlyalone, shall have the following power and authority, on behalf of the Company: (a) to ; To acquire property Property from any person or entity as the Managers Manager may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such person or entity shall not prohibit the Managers Manager from dealing with that person or entity; (b) to ; To borrow money for the Company from banks, other lending institutions, the ManagersManager, MemberMember(s), or affiliates of the Managers Manager or Member Member(s), on such terms as the Managers Manager deem appropriate, 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 by the ManagersManager, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized by the Manager to contract such debt or incur such liability by the Managers; (c) to liability; To purchase liability and other insurance to protect the Company's property Company s Property and business; (d) to ; To hold and own any Company real and/or personal properties in the name of the Company; (e) to ; 5 Operating Agreement 6 To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (f) ; To sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound; To execute on behalf of the Company all 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 propertyCompany s Property; assignments; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinions opinion of the ManagersManager, to the business of the Company; (g) to ; To purchase stocks, bonds and securities, including options, warrants, and to engage in margin trading; (h) to ; To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (i) to ; To enter into any and all other agreements on behalf of the Company, with any other person or entity for any purpose, in such forms as the Managers Manager may approve; and (j) to and To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's Company s business. 5.3 Initial Managers. The Company will initially have two Managers: 5.4 Term of Managers. Each Manager, including the initial Managers named in this agreement, will serve until the Manager s successor is appointed by the existing Manager, or the Manager dies, becomes incapacitated, or resigns.

POWERS OF MANAGERS. Without limiting the generality of Article Section 5.1, the Managers, acting individually or jointly, Managers shall have power and authority, as a group, on behalf of the Company: (a) to To acquire property from any person or entity as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such person or entity shall not prohibit the Managers from dealing with that person or entity; (b) to To borrow money for the Company from banks, other lending institutions, the Managers, Member, or affiliates of the Managers or Member on such terms as the Managers they deem appropriate, and in connection therewith, to hypothecatemortgage, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt sums (and no such action shall be contracted or liability incurred by or on behalf require a vote of the Company except by the Managers, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the ManagersMember); (c) to To purchase liability and other insurance to protect the Company's property and business; (d) to To hold and own any Company real and/or personal properties in the name of the Company; (e) to To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investmentsinvestments and otherwise conduct or direct the Company's banking activities; (f) to To sell or otherwise dispose of assets of the Company, provided that such assets do not constitute all or substantially all of the assets of the Company; (g) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; , drafts; , notes and other negotiable instruments; , mortgages or deeds of trust; , powers of attorney, security agreements; , financing statements; , documents providing for the acquisition, mortgage or disposition of the Company's property; , assignments; , bills of sale; , leases; , partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessarynecessary or appropriate, in the opinions opinion of the Managers, to the business of the Company; (g) to purchase stocks, bonds and securities, including options, warrants, and to engage in margin trading; (h) to To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (i) to To enter into any and all other contracts or agreements on behalf of the Company to carry out the purposes of the Company, with any other person or entity for any purpose, in such forms as the Managers may approve; (j) To declare and pay distributions to the Member; and (jk) to To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business, and not inconsistent with applicable law, the Articles of Organization or this Operating Agreement.