Common use of Powers of the Managers Clause in Contracts

Powers of the Managers. Without limiting the generality of the foregoing, each Manager, individually, will have the exclusive power and authority to cause the Company: (i) to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (ii) to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (iii) to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including contracts with any Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (iv) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its own name; (v) to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company; (vi) to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance; (vii) to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company; (viii) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company; (ix) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; (x) to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (xi) to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and (xii) to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

Powers of the Managers. Without limiting the generality of the foregoing, each Managerthe Managers, individuallyacting in concert but without the need to obtain any approval from the Members, will except only as required in Section 5.3 or otherwise in this Agreement or the Act, shall have the exclusive power and authority to cause the Company: (i) to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business California or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (ii) to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (iii) to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including including, without limitation, contracts with any MemberMember or Manager, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (iv) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its own name; (v) to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company; (vi) to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance; (vii) to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company; (viii) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company; (ix) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; (x) to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (xi) to cease the Company’s 's activities and dissolve and wind up its affairs upon its duly authorized dissolution; and (xii) to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

Powers of the Managers. Without limiting the generality (a) The Managers, by a Majority Vote of the foregoing, each Manager, individually’s Voting Interest Percentages (which shall be equal to the Voting Interest Percentage of the Member that appointed such Manager) or by unanimous approval or written unanimous consent of all of them, will have full, complete and exclusive power to manage and control the exclusive Company, and will have the authority to take any action deemed by them to be necessary, convenient or advisable in connection with the management of the Company, including, without limitation, the power and authority on behalf of the Company. Except as provided for in Section 6.2(b), the Managers, in accordance with each Manager’s Voting Interest Percentage by vote or written consent of all of them, will have full, complete and exclusive power to cause manage and control the Company, and will have the authority to take any action deemed by them to be necessary, convenient or advisable in connection with the management of the Company, including, without limitation, the power and authority on behalf of the Company: (i) to do any act in manage the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes affairs of the Company; (ii) to ownemploy agents, holdemployees, operateaccountants, maintainlawyers, financeclerical help, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset and other assistance and services as may be necessaryseem proper, convenient, desirable or incidental and to pay remuneration for these as the accomplishment of the business purposes of the CompanyMembers deem reasonable and appropriate; (iii) to enter into, perform manage and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including contracts with any Member, any Affiliate thereof or any agent of administer the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the CompanyInterest; (iv) to select the Registered Agent of the Company and the Company’s office and principal place of business in accordance with Sections 1.5 and 1.6; (v) to xxx and be sued, complain and defend in the name and participate in administrative or other proceedings, in its own name; (v) to appoint officers, employees and agents on behalf of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company; (vi) to indemnify do all acts, take part in any Person in accordance with proceedings, and exercise all rights and privileges as could an absolute owner of Company property, subject to the Delaware Act faithful performance of the Members’ fiduciary obligations to the Company and to obtain any and all types of insurancethe Members; (vii) to borrow money from any Personappoint one or more officers of the Company as the Members deem necessary, and issue evidences of indebtedness and to secure convenient or advisable in carrying out the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets purposes of the Company; (viii) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document select the Tax Matters Partner as defined in respect of any assets of the Company;Section 7.3; and (ix) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any do and perform all other claims acts as may be necessary or demands appropriate to the conduct of the Company’s business. (b) Notwithstanding Section 6.1 or against 6.2(a), the unanimous vote or written consent of the Managers is required for the Company to take any one or to hold such proceeds against more of the payment of contingent liabilities;following actions: (x) to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment Transfer of the business purposes of the CompanyInterest; (xi) to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; andmerger, consolidation or other combination of the Company with or into another entity not owned or controlled by the Company or the members thereof; (xii) the filing of a voluntary petition or otherwise initiating proceedings to cause have the Company adjudicated bankrupt or insolvent, or consenting to the institution of bankruptcy or insolvency proceedings against the Company, or the filing of a petition seeking or consenting to reorganization or relief of the Company as debtor under any special purpose subsidiary limited liability company wholly applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or the seeking or consenting to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the properties and assets of the of the Company, or the admitting in writing the inability of the Company to pay its debts generally as they become due or declare or effect a moratorium on the Company debt or the taking of any action in furtherance of any such action; (xiii) any act in contravention of this Agreement; (xiv) any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (xv) causing the Company to not have any airplane owned by the Company to do and managed by Xxxxxxx Xxxxx Air Corp.; (xvi) any of Major Decision as provided for by the foregoingMembers.

Powers of the Managers. Without limiting the generality of the foregoing, each Manager, individually, will have the exclusive power and authority to cause the Company: (i) to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (ii) to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (iii) to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including contracts with any Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (iv) to xxx and be sued, complain and defend and participate in administrative or other proceedings, in its own name; (v) to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company; (vi) to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance; (vii) to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company; (viii) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company; (ix) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; (x) to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (xi) to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and (xii) to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.