Powers of the Board of Managers. Other than as specifically limited by this Agreement or applicable law, the Board of Managers shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:
(a) to expend the Company’s capital and income;
(b) to make such investments as the managers may from time to time select;
(c) to employ or retain from time to time, on such terms and for such compensation as the managers may determine, such persons, firms or corporations as the managers may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the managers and the Member and to persons, firms or corporations in which the managers or the Member may have an interest;
(d) to execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company;
(e) to exercise all right, powers and privileges of ownership with respect to any asset, property or right held by the Company;
(f) to borrow funds and incur obligations on behalf of the Company and to consent to the modification, renewal or extension of any obligations to the Company of any person or of any agreement to which the Company is a party or of which it is a beneficiary;
(g) to execute, refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, xxxx of sale, assignment, or other instrument purporting to convey or encumber the real or personal property of the Company;
(h) to adjust, compromise, settle or refer to arbitration any claim against or in favor of the Company, and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and property;
(i) to acquire and enter into any contract of insurance that the managers deem necessary or appropriate for the protection of the Company, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company, including policies insuring the life of any manager;
(j) to prepare or cause to be prepared reports, statements and other relevant information for distribution to the Member, including annual reports;
(k) to open accounts and to deposit and maintain funds in the name of the Company;
(l) to make all decisions related to principles and methods of accounting and federal income ...
Powers of the Board of Managers. Except as otherwise provided hereunder, the business and affairs of the Company shall be managed by the Board of Managers. Any decision or act of the Board of Managers within the scope of its power and authority granted hereunder shall control and shall bind the Company.
Powers of the Board of Managers. (a) Subject to the limitations imposed by the Act and the provisions of Section 4.3(b), the authority of the Board of Managers includes, without limitation, the power to:
(1) approve the annual operating and capital budgets and strategic plans of the Company;
(2) appoint or remove any Officer of the Company, establish compensation for each Officer of the Company, and establish, alter or amend the power and authority of any Officer of the Company;
(3) authorize any commitment for a capital expenditure;
(4) approve any obligation of the Company for borrowed money and make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, letters of credit, guarantees and other instruments and evidences of indebtedness or of contingent liability and approve the granting of any security therefor;
(5) authorize any commitment relating to a loan by the Company to any Person or a guarantee by the Company of any obligation of any Person;
(6) authorize any sale, lease, transfer or other disposition of any asset of the Company or any group of assets, except that Member approval is required under Section 5.1(a) for the disposition of all or substantially all of the assets of the Company;
(7) approve the acquisition of any business or a business division from any Person whether by asset purchase or stock purchase, except that Member approval is required under Section 5.1(a) for an acquisition that would change the purpose of the Company’s business, as set forth in Section 1.3;
(8) approve any purchase or lease of real property;
(9) authorize the making, modification, amendment or termination of any agreement with any Member or any Affiliate of a Member;
(10) authorize any distribution to Members;
(11) make or modify any tax elections as the Board of Managers believes to be in the best interests of the Company and the Members;
(12) make any determination to indemnify any Person in connection with litigation occurring in the ordinary course of business if the Company is also a defendant but only so long as the individual being indemnified is also represented by the counsel that represents the Company;
(13) establish, amend or modify rules for the operation of the Board of Managers;
(14) approve any change of the location of the headquarters of the Company;
(15) approve any license or other grant of rights to or from the Company with respect to any patents, trademarks, trade names, service marks, know-how, trade secrets or other proprietary information;
(16...
Powers of the Board of Managers. The Board of Managers shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, and to bind the Company.
Powers of the Board of Managers. Without limiting the generality of Section 7.1 but subject to Section 4.9(a) and Section 4.5(b)(i), the Board of Managers shall have full power and authority on behalf of the Company to (whether by delegation to officers or otherwise):
(a) cause the Company to:
(i) develop and operate the Assets and any other assets of the Company;
(ii) admit Additional Members and issue additional Membership Interests and other limited liability company interests in the Company to Additional Members;
(iii) enter into supply agreements for the sale of products manufactured by the Company with any Person; provided, that, the terms and conditions of such supply agreements and the amount of fertilizer product to be provided thereunder do not conflict with the terms and conditions of existing supply agreements;
(iv) incur indebtedness and issue guarantees on behalf of the Company; provided, however, that any intercompany loans made by the Company to CFS or any of its Affiliates shall be required to contain provisions permitting the offset from, and reduction to, the principal balance and accrued interest of such loans in the amount of any distributions that would otherwise be payable by the Company to CFS pursuant to Section 6.4(a);
(v) pledge, mortgage, assign by way of security or other form of security interest the Assets or any other assets of the Company;
(vi) hire and terminate officers and employees of the Company;
(vii) purchase, rent or lease facilities for the business of the Company from any Person (including Affiliates of the Company);
(viii) employ accountants, legal counsel and other experts to perform services for the Company, define their duties and authority and compensate them from Company funds;
(ix) subject to Section 9.4, enter into the CHS Supply Agreement and the CFS Supply Agreement prior to the CHS Financial Closing;
(b) execute any document or instrument on behalf of the Company which is necessary to carry out the intent and purpose of this Agreement;
(c) execute on behalf of the Company all agreements, instruments and documents which are necessary or desirable to the business of the Company;
(d) select, acquire, manage and dispose of real and/or personal properties in the name of the Company;
(e) arrange for advances or loans from other Persons (including Affiliates of the Company) to be reimbursed with interest from Company funds as soon as such funds become available;
(f) invest any Company funds (by way of example but not limitation) in time depos...
Powers of the Board of Managers. The Board of Managers shall have the sole power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the Board of Managers under the laws of the State of Pennsylvania. Without limiting the generality of the foregoing, the Board of Managers shall have the specific power and authority to cause the Company, in the Company’s own name:
(a) To sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan;
(b) To execute all instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments; contracts; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of a majority of the Board of Managers, to conduct the business of the Company;
(c) To enter into any and all other agreements on behalf of the Company, with any other person for any purpose, in such form as a majority of the Board of Managers may approve;
(d) To make distributions in accordance with Section 4.1; and
(e) To do and perform all others acts as may be necessary or appropriate to the conduct of the Company’s business. Unless authorized in writing to do so by this Agreement or by a majority of the Board of Managers, 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.
Powers of the Board of Managers. Without limiting the generality of this Section 6.01, except as otherwise specifically provided in this Agreement, the Members hereby delegate to the Board of Managers all necessary powers to manage and carry out the purposes, business, property and affairs of the Company, including the power to:
(i) take any and all acts on behalf of the Company, including acts relating to management and governance, in respect of any Subsidiaries or other entity pursuant to which the Company shall have any equity, voting or other rights;
(ii) sell, exchange, lease or otherwise dispose of any other property and assets owned by the Company, or any part thereof, or any interest therein;
(iii) borrow money from any Person, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend, or change the terms of, or extend the time for the payment of any indebtedness or obligation of the Company, and secure such indebtedness by mortgage, deed of trust, pledge, security interest or other lien on Company assets;
(iv) sue on, defend or compromise any and all claims or liaxxxities in favor of or against the Company; submit any or all such claims or liabilities to arbitration; and confess a judgment against the Company in connection with any litigation in which the Company is involved;
(v) employ from time to time, at the expense of the Company, on such terms and for such compensation as the Board of Managers may determine, but subject to this Agreement, Persons to render services to the Company, including accountants and attorneys (who may also act as such for the Members or any of their Affiliates);
(vi) pay or cause to be paid all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Company or any of its Subsidiaries, or in connection with the management thereof, including such expenses and charges for the services of the Company employees, accountants, attorneys and other agents or independent contractors, and such other expenses and charges as the Board of Managers deems necessary or advisable to incur;
(vii) deposit Company funds in certificates of deposit, bank savings accounts and money market accounts as the Board of Managers shall determine;
(viii) establish and maintain the books and records of the Company in accordance with Section 9.01;
(ix) (A) make elections for foreign, federal, state and local tax purposes as provided in Section 7.08(b) and Section 7.09(a); and (B) direct the Tax Matters M...
Powers of the Board of Managers. Without in any way limiting the generality of the foregoing, but subject to the express provisions of this Agreement, the board of managers shall have, on behalf of the Company, all rights and powers that may be possessed by a manager under the Act, to the extent granted by this Agreement, to manage and administer the Company in accordance with the terms of this Agreement and to perform all acts which it may, in its sole discretion, deem necessary or desirable, including, but not limited to, the power to:
(a) Carry out all of the transactions contemplated hereunder.
(b) Perform all acts, exercise all rights, and make all decisions for and on behalf of the Company required or permitted to be taken by the Company.
(c) Acquire, manage and dispose of any and all property, real or personal, whether tangible or intangible, on behalf of the Company, including through foreclosure or otherwise.
(d) Borrow money on behalf of the Company from any Person (including, without limitation, from any Member or any Affiliate of any Member) or cause the Company to lend money to any Person (including, without limitation, to any Member or any Affiliate of any Member), and sell, assign, exchange, transfer, pledge, grant a security interest in, or otherwise encumber or dispose of, any and all of the Assets of any nature whatsoever.
(e) Compromise, arbitrate or otherwise adjust claims in favor of or against the Company and initiate, prosecute and defend any litigation relating to any Company business.
(f) Employ, engage, or subcontract with attorneys, accountants, bookkeepers, underwriters, escrow agents, depositories, agents for collection, banks, builders, and any other service provider as the board of managers may determine to be appropriate, and to terminate the services of any such entities, all at such time or times as the board of managers may determine.
(g) Negotiate, execute, deliver and perform any and all contracts and other documents on behalf of the Company, including, but not limited to, promissory notes, security agreements, contracts of purchase and sale, deeds and assignments, and to take any and all other action, as the board of managers deems appropriate, to effectuate any such transaction.
(h) Acquire and enter into any contract of insurance for the Company that the board of managers deems necessary and proper for the protection of the Company, either for the conservation of its Assets or for any purpose convenient or beneficial to the Company.
(i) With reasona...
Powers of the Board of Managers. Except as otherwise set forth in this Agreement, the Board of Managers shall have full, exclusive and complete discretion, power and authority, subject in all cases to the requirements of applicable law, to manage, control, administer and operate the business and affairs of the Company for the purposes herein stated, and to make all decisions affecting such business and affairs.
Powers of the Board of Managers. Except as otherwise expressly provided by applicable law or this Agreement, the Board of Managers shall, consistent with any resolution of the Members Meeting, administer the business and property of the Company and manage the affairs of the Company and shall have full authority to do so, provided that its resolutions and acts are consistent with the Code, this Agreement and the Organizational Documents. Subject to the foregoing, the functions and powers of the Board of Managers shall include, but not be limited to:
(a) The appointment or removal of the director of marketing and the general manager of the Project;
(b) The approval of the Annual Business Plan;
(c) The approval of the annual audited financial statements;
(d) The approval of any acquisition or Transfer of assets or capital expenditures having a value in excess of $250,000;
(e) The approval of any loans or the issuance of any credits in the ordinary course of business in excess of $200,000 in the aggregate to any one Person or its Affiliates;
(f) Any material amendment or modification of any Project Contract or Financing Agreement;
(g) Any declaration by the Company of a default under, any exercise by the Company of remedies under, or any termination or cancellation by the Company of, any Project Contract or Financing Agreement; and
(h) The performance of any other acts necessary or appropriate for a Board of Managers under this Agreement, the Organizational Documents or the Code.
