Powers of the Managing Member. The Managing Member shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company and its assets, for the purposes herein stated, and to make all decisions affecting such business and affairs. The Managing Member’s power and authority shall include, without limitation, the power and authority:
(1) to purchase, hold, mortgage, refinance, lease, operate, manage, improve, develop and sell real estate and other assets, and to enter into agreements with others with respect to such activities;
(2) to mortgage assets, borrow money, obtain letters of credit, guarantee borrowings or letters of credit, or otherwise obligate the Company in respect of indebtedness or similar obligations;
(3) to, notwithstanding any contrary provision in this Agreement, loan money to the Company at an interest rate comparable to the rate available from third parties;
(4) to use the Company’s funds (a) to support investments or obligations of the Company, (b) to cover expenses of the Company, (c) to make distributions to Members and the Managing Member, and (d) for any other purposes in exercising the rights, responsibilities or powers of the Managing Member;
(5) to cause or allow the legal title to, or any legal or equitable interest in any asset of the Company to remain or be vested or registered in the name of any other Person, whether in trust for or as agent or nominee of the Company, or otherwise for its account or benefit;
(6) to commence and defend all actions brought by or against the Company, compromise such actions, enforce Company judgments, and compromise claims and assign claims for collection;
(7) to enter into such agreements, contracts, documents and instruments with such parties (including Affiliates) and to give such receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto as the Managing Member may deem advisable, appropriate or convenient;
(8) to engage and compensate any Affiliate of the Managing Member to conduct any right or power or duty of the Managing Member at the Managing Member’s sole discretion;
(9) to assign all or any portion of fees due it under this Agreement, or its share of distributions, Profit or Loss, to third parties, including, but not limited to, one or more of its Affiliates;
(10) to make any and all ...
Powers of the Managing Member. The Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Managing Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company, at the expense of the Company. Without limiting the generality of the foregoing, the Managing Member shall have the power and authority to:
(i) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;
(ii) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and
(iii) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related to the making of investments of Company funds. The expression of any power or authority of the Managing Member in this Agreement shall not in any way limit or exclude any other power or authority of the Managing Member which is not specifically or expressly set forth in this Agreement.
Powers of the Managing Member. (a) Subject to Section 6.2(b), the Managing Member (and any Officer authorized by the Managing Member) shall have the power, right and authority to take all actions which the Managing Member deems necessary, useful or appropriate for the management and conduct of the Company’s business or to the accomplishment of the purposes of the Company.
(b) Notwithstanding any other provisions of this Agreement, neither the Managing Member nor any Officer authorized by the Managing Member shall have the authority, on behalf of the Company, either directly or indirectly, without the prior written approval of the Members holding at least sixty-six and two-thirds percent (66 2⁄3%) of the issued and outstanding Class B Units:
(i) voluntarily file in respect of the Company or its Subsidiaries a bankruptcy petition in a court of competent jurisdiction or a petition seeking a liquidation or dissolution; provided, however, that a liquidation or dissolution pursuant to Section 10.1(b) or Section 10.1(c) shall not require consent of the Members holding at least sixty-six and two-thirds percent (66 2⁄3%) of the issued and outstanding Class B Units;
(ii) to amend or restate the Certificate or this Agreement (except pursuant to the terms of Article XI or amendments or restatements of Exhibit A hereto);
(iii) to take any action that would result in the failure of the Company to be taxable as a partnership for purposes of federal income tax, or take any position inconsistent with treating the Company as a partnership for purposes of federal income tax, except as required by Law; and
(iv) to make any distributions of assets and properties other than cash and cash equivalents.
Powers of the Managing Member. The Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done, at the expense of the Company, any and all acts deemed by the Managing Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company. Without limiting the generality of the foregoing, the Managing Member shall have the power and authority to:
(a) issue from time to time in one or more series of any number of Interests, and with such powers, preferences, rights and qualifications, limitations or restrictions thereof, and such distinctive serial designations, all as shall hereafter be stated and expressed in the resolution or resolutions adopted by the Managing Member. Each series of Interests (a) may have such voting rights or powers, full or limited, or may be without voting rights or powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive allocations and distributions (which may be cumulative or non-cumulative) at such rate or rates, on such conditions and at such times, and allocable and payable in preference to, or in such relation to, the allocations and distributions allocable and payable to any other class or classes or series of Interests; (d) may have such rights upon the voluntary or involuntary liquidation, winding up or dissolution of, or upon any distribution of the assets of, the Company; (e) may be made convertible into or exchangeable for, Interests of any other class or classes or of any other series of the same or any other class or classes of interests of the Company at such price or prices or at such rates of exchange and with such adjustments; (f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of Interests of such series in such amount or amounts; (g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional Interests (including additional Interests of such series or of any other series) and upon the making of allocations or distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of, any outstanding Interests of the Company and (h) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof; all as shall be stated in said reso...
Powers of the Managing Member. (a) Without limiting the generality of the foregoing Section 7.1, the Managing Member shall have the power and authority to:
(1) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;
(2) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or arbiter or otherwise; and
(3) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related to the making of investments of Company funds, the borrowing of money by the Company, the taking of actions in the name of or on behalf of the Company and the execution of Member consents with respect thereto. In managing the business and affairs of the Company, the Managing Member may act as Managing Member or agent or attorney-in-fact, as the case may require, and any action taken by the Managing Member in such capacity and in accordance with this Agreement shall be binding upon the Company. The expression of any power or authority of the Managing Member in this Agreement shall not in any way limit or exclude any other power or authority of the Managing Member which is not specifically or expressly set forth in this Agreement.
Powers of the Managing Member. The Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts, at the expense of the Company, deemed by
Powers of the Managing Member. (a) Subject to Section 6.2(b). the Managing Member (and any Officer authorized by the Managing Member) shall have the power, right and authority to take all actions which the Managing Member deems necessary, useful or appropriate for the management and conduct of the Company’s business or to the accomplishment of the purposes of the Company.
(b) Notwithstanding any other provisions of this Agreement, neither the Managing Member nor any Officer authorized by the Managing Member shall have the authority, on behalf of the Company, either directly or indirectly, without the prior written approval of the Members:
(i) to voluntarily file in respect of the Company or its Subsidiaries a bankruptcy petition in a court of competent jurisdiction or a petition seeking a liquidation or dissolution; provided, however, that a liquidation or dissolution pursuant to Section 10.1(b) or Section 10.1(c) shall not require consent of the Members;
(ii) to amend or restate the Certificate or this Agreement (except pursuant to the terms of Article XI or amendments or restatements of Exhibit A hereto);
(iii) to take any action that would result in the failure of the Company to be taxable as a partnership for purposes of federal income tax, or take any position inconsistent with treating the Company as a partnership for purposes of federal income tax, except as required by Law; and
(iv) to make any distributions of assets and properties other than cash, cash equivalents and Units or other Equity Securities of the Company.
Powers of the Managing Member. Subject to the limitations otherwise set forth in this Agreement, the Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts, at the expense of the Company, deemed by the Managing Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company. Without limiting the generality of the foregoing, the Managing Member shall have the power and authority to:
(a) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;
(b) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and
(c) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related thereto and the consummation of all transactions contemplated thereby. The expression of any power or authority of the Managing Member in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement.
Powers of the Managing Member. The Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts, at the expense of the Company, deemed by the Managing Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company. Without limiting the generality of the foregoing, the Managing Member shall have the power and authority to:
(a) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;
(b) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(c) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, the Transaction Documents, all documents, agreements and instruments related thereto and the consummation of all transactions contemplated thereby; and
(d) exercise on behalf of the Company any and all of the powers set forth in Section 3.2 of this Agreement. The expression of any power or authority of the Managing Member in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement.
Powers of the Managing Member. Subject to the limitations otherwise set forth in this Agreement, the Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts, at the expense of the Company, deemed by the Managing Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company. Without limiting the generality of the foregoing, the Managing Member shall have the power and authority to:
(a) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;
(b) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(c) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company, including, without limitation, all documents, agreements and instruments related thereto and the consummation of all transactions contemplated thereby; and
(d) in its sole discretion, provide for payment to any person serving on the Investment Committee or the Properties Committee as compensation for such person's services to the Company. The expression of any power or authority of the Managing Member in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement. It is acknowledged that the power and authority of the Managing Member includes the power and authority to direct the vote of the TMC Shares (including for purposes of this paragraph any other shares of the capital stock of TMC that may be held by the Company from time to time) and that such TMC shares shall, unless otherwise provided for herein, be voted at the direction of the Managing Member. However, it is acknowledged, as a result of the foregoing and Section 160(c) of the Delaware General Corporation Law, and it is otherwise agreed by the Members, that the TMC Shares shall not be entitled to vote or counted for quorum purposes with respect to any proposal submitted to the stockholders of TMC. If, the foregoing notwithstanding, it is determined by a court of competent jurisdiction that the TMC Shares are eligible to vote and sh...
