Common use of Powers of the Board of Managers Clause in Contracts

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 deposits, short-term governmental obligations, commercial paper or other investments; and (g) to do and perform all other acts as may be necessary or appropriate to the conduct of the business and affairs of 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)6.4; (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 Services Agreement, the CHS Supply Agreement, the CFS Supply Agreement the Swap Agreement and the CFS Supply Management 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 deposits, short-term governmental obligations, commercial paper or other investments; and (g) to do and perform all other acts as may be necessary or appropriate to the conduct of the business and affairs of the Company.

Powers of the Board of Managers. Without limiting (a) Except as specifically reserved to the generality of Section 7.1 but subject to Section 4.9(a) and Section 4.5(b)(i)Member in this Agreement, the Board of Managers shall have full complete discretion, power and authority on behalf in the management and control of the business of the Company, shall make all decisions affecting the business of the Company and shall manage and control the affairs of the Company to (whether by delegation to officers or otherwise): (a) cause carry out the Company tobusiness and purposes of the Company. Without limiting the generality of the foregoing, the Board of Managers is hereby authorized: (i) develop and operate to expend Company funds in furtherance of the Assets and any other assets purposes of the Company; (ii) admit Additional Members to manage and issue additional Membership Interests and other limited liability company interests keep in force such insurance as may be required to reasonably protect the Company to Additional Membersand its assets; (iii) enter into supply agreements to borrow money for the sale and on behalf of products manufactured by the Company with any Person; providedand to incur and/or guarantee obligations for and on behalf of the Company, thatwhether not in the ordinary course of the Company's business, the on such terms and conditions at such rates of such supply agreements interest as the Board of Managers may deem advisable and the amount of fertilizer product to be provided thereunder do not conflict with the terms and conditions of existing supply agreementsproper; (iv) incur indebtedness and issue guarantees on behalf to pledge the credit 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 grant security interests in the amount of any distributions that would otherwise be payable by the Company to CFS pursuant to Section 6.4(a)assets for Company purposes; (v) pledgeto employ such agents, mortgageemployees, assign by way independent contractors, attorneys and accountants as the Board of security or other form of security interest the Assets or any other assets of the CompanyManagers deems reasonably necessary; (vi) hire to commence, defend, compromise or settle any claims, proceedings, actions or litigation for and terminate officers and employees on behalf of the Company; (vii) purchaseto execute, rent deliver and file any amendment, restatement or lease facilities for the business revocation of the Company from any Person (including Affiliates Certificate 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 deposits, short-term governmental obligations, commercial paper or other investments; and (g) to do and perform all other acts Formation as may be necessary or appropriate to reflect actions properly taken by the conduct Board of Managers and/or the Member under this Agreement; (viii) to prepare and file, on behalf of the business Company, any required local, state and affairs federal tax returns or other tax reports or documents relating to the Company and, in its sole discretion, to make or revoke the elections referred to in Section 754 of the Code or any corresponding provision of state tax laws; (ix) to designate the "Tax Matters" member required by the Code; (x) to execute, deliver, file and/or record any and all instruments, documents or agreements of any kind which the Board of Managers may deem appropriate or as may be necessary or desirable to carry out the purposes of the Company; and (xi) to take such other actions as the Board of Managers may reasonably believe to be necessary or desirable to carry out the purposes of the Company. (b) Notwithstanding paragraph (a) of this Section 1, the Board of Managers shall not: (i) sell, exchange, lease, mortgage, pledge or otherwise transfer all or substantially all of the assets of the Company without the approval of the Member, (ii) merge or consolidate the Company with or into another limited liability company, partnership, corporation or other business entity without the approval of the Member, or (iii) admit Additional Persons as members of the Company without the approval of the Member. (c) The Board of Managers shall act only as a board, and no individual Manager shall have any authority to act on behalf of or bind the Company except as may be authorized by the Board of Managers. The actions taken by the Board of Managers, unless otherwise directed by the Board of Managers, shall be implemented by the officers of the Company.