PURPOSES, POWERS AND PRIVILEGES. In furtherance of its investment objective, the Fund shall have the following purposes, powers and privileges and is specifically authorized: (a) to acquire shares of the Company (which invests exclusively in the Portfolio), to acquire Qualifying Assets, to engage in the other investment activities referred to in the Memorandum, and to conduct, operate and carry on the business of a private limited liability investment company; (b) to hold cash and cash equivalents; to subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, lend, write options on, exchange, distribute or otherwise dispose of and deal in and with securities (including restricted or illiquid securities and shares or other interests in the Company), real estate and all types of interests therein, personal property and all types of interests therein, commodities and other assets, including, without limitation, all types of stocks, shares (including shares issued by the Company), futures contracts, bonds, debentures, notes, bills and other negotiable or non-negotiable instruments, obligations, evidences of interest, certificates of interest, certificates of participation, certificates, interests, participations, evidences of ownership, guarantees, rights, warrants, options or evidences of indebtedness issued or created by or guaranteed by any state or local government or any agency or instrumentality thereof, by the United States Government or any agency, instrumentality, territory, district or possession thereof, by any foreign government or any agency, instrumentality, territory, district of possession thereof, or by any corporation, association, business trust, limited liability company, joint venture, partnership, trust or other entity (whether public or private) organized or existing under the laws of any state, the United States or any territory or possession thereof or under the laws of any foreign country or other jurisdiction, bank certificates of deposit, bank time deposits, bankers' acceptances and commercial paper; to use various investment techniques, including, but not limited to, the purchase and sale of derivative instruments, the purchase and sale of stock index futures contracts and options on stock index futures, the purchase and sale of options on securities, the purchase and sale of forward currency exchange contracts and currency futures, equity swaps, short sales and interest rate hedges; to hold or dispose xx xxch other investment property (or interest therein) of any kind or nature, real or personal, tangible or intangible as may be received by the Fund as distributions on, or with respect to, securities held directly or indirectly by the Fund (all such investment property or interests which are not securities being herein sometimes referred to as "Investment Property"), provided, however, that the Fund shall not have the power to derive items of income to the extent that such income would cause the Fund to fail to qualify under the 90% test in Section 7704(c)(2) of the Code; and to pay for the same in cash or by the issue of Shares, bonds, notes or other securities of the Fund or otherwise; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any such investments; (c) to borrow money or otherwise obtain credit and to secure the same by mortgaging, pledging or otherwise subjecting as security all or any part of the assets of the Fund; (d) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in, Shares, including Shares in fractional denominations, and to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds, securities or other assets of the Fund, whether capital or surplus or otherwise, to the full extent now or hereafter permitted by the laws of the Commonwealth of Massachusetts; (e) to conduct its business, promote its purposes, and carry on its activities and operations in any and all of its branches and maintain offices both within and without the Commonwealth of Massachusetts, in any and all States of the United States of America, including the District of Columbia; and (f) to do all and everything necessary, suitable, convenient, or proper for the conduct, promotion, or attainment of any of the businesses, activities and purposes herein specified or which at any time may be incidental thereto or may appear conducive to or expedient for the accomplishment of any of such businesses, activities and purposes and which might be engaged in or carried on by a limited liability company formed under the Act; to enter into, make and perform all contracts and other undertakings and engage in all activities as the Manager may deem necessary or advisable to carry out the investment objective or any purpose of the Fund; to indemnify and guarantee the obligations of other Persons; to organize or form other limited liability companies and other entities and to act as manager of the same; and to exercise any and all powers and privileges that a natural person could exercise and to have and exercise all of the powers and privileges conferred by the laws of the Commonwealth of Massachusetts upon a Massachusetts limited liability company. The foregoing provisions of this Section 2.4 shall be construed together as purposes, powers and privileges and each as an independent purpose, power and privilege.
Appears in 1 contract
PURPOSES, POWERS AND PRIVILEGES. In furtherance of its investment objective, the Fund shall have the following purposes, powers and privileges and is specifically authorized:
(a) to acquire shares of the Company (which invests exclusively in the Portfolio), to acquire securities issued by BRC, BIC and other Subsidiaries, to acquire Qualifying Assets, to engage in the other investment activities referred to in the Memorandum, and to conduct, operate and carry on the business of a private limited liability investment company;
(b) to hold cash and cash equivalents; to subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, lend, write options on, exchange, distribute or otherwise dispose of and deal in and with securities (including restricted or illiquid securities and shares or other interests in the Company), real estate and all types of interests therein, personal property and all types of interests therein, commodities and other assets, including, without limitation, all types of stocks, shares (including shares issued by the Company), futures contracts, bonds, debentures, notes, bills and other negotiable or non-negotiable instruments, obligations, evidences of interest, certificates of interest, certificates of participation, certificates, interests, participations, evidences of ownership, guarantees, rights, warrants, options or evidences of indebtedness issued or created by or guaranteed by any state or local government or any agency or instrumentality thereof, by the United States Government or any agency, instrumentality, territory, district or possession thereof, by any foreign government or any agency, instrumentality, territory, district of possession thereof, or by any corporation, association, business trust, limited liability company, joint venture, partnership, trust or other entity (whether public or private) organized or existing under the laws of any state, the United States or any territory or possession thereof or under the laws of any foreign country or other jurisdiction, bank certificates of deposit, bank time deposits, bankers' acceptances and commercial paper; to use various investment techniques, including, but not limited to, the purchase and sale of derivative instruments, the purchase and sale of stock index futures contracts and options on stock index futures, the purchase and sale of options on securities, the purchase and sale of forward currency exchange contracts and currency futurescontracts, equity swaps, short sales and interest rate hedges; to hold or dispose xx xxch of such other investment property (or interest ox xxxxrest therein) of any kind or nature, real or personal, tangible or intangible as may be received by the Fund as distributions on, or with respect to, securities held directly or indirectly by the Fund (all such investment property or interests which that are not securities being herein sometimes referred to as "Investment Property"), provided, however, that the Fund shall not have the power to derive items of income to the extent that such income would cause the Fund to fail to qualify under the 90% test in Section 7704(c)(2) of the Code; and to pay for the same in cash or by the issue of Shares, bonds, notes or other securities of the Fund or otherwise; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any such investments;
(c) to purchase, hold, sell, transfer, lease and otherwise acquire, dispose of and exercise all rights, privileges and other incidents of ownership or possession with respect to all such investments of every kind and description including, without limitation, the rights to receive, exchange, trade, consent and otherwise deal in and with all such investments, with the power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any such investments, and, if the Manager deems it necessary or appropriate to preserve the value of Fund property, to participate in the management, control and operation of the business and affairs of entities that have issued securities;
(d) to employ one or more investment advisers, escrow agents, administrators or other persons, which may include the Investment Adviser or an affiliate thereof, to manage any or all of the Fund's investments and pay compensation and fees for such services;
(e) to open, maintain and close accounts with brokers and pay fees and charges applicable to transactions in all such accounts;
(f) to open, maintain and close bank accounts and draw checks and other orders for the payment of money;
(g) to engage attorneys, accountants, consultants or other such Persons as may be necessary or advisable to counsel and advise as to the conduct of the business and affairs of the Fund and pay compensation and fees for such services;
(h) to establish, have, maintain or close one or more offices, and in connection therewith to rent or acquire office space, engage personnel and do such other acts as may be advisable or necessary in connection with such offices and personnel;
(i) to acquire by purchase, exchange, lease or otherwise, any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Fund;
(j) to borrow money money, on a secured or unsecured basis, or otherwise obtain credit credit, in order to obtain funds to acquire Qualifying Assets and securities issued by Subsidiaries, to pay formation, organizational and start-up costs, the costs of qualifying BRC and subsidiaries thereof as real estate investment trusts, placement fees and investment advisory fees, or in furtherance of any other purposes of the Fund; to refinance any Fund indebtedness, issue evidences of indebtedness to evidence such borrowings, and secure the same by mortgagingmortgage, pledging pledge or otherwise subjecting as security other lien on all or any part of the investments or other assets of the Fund;
(dk) to prepay, in whole or in part, and refinance, recast, increase, modify or extend any indebtedness and in connection therewith to execute any extensions, renewals or modifications of, any mortgage, pledge or other lien;
(l) to enter into, perform and carry out contracts of any kind, necessary, convenient or incidental to the accomplishment of the purposes, powers and privileges of the Fund, including, without limitation, the execution and delivery of all agreements, certificates, instruments or documents required by lenders to the Fund;
(m) to execute contracts with banks, lenders, investment advisers, governmental agencies and other Persons, including, without limitation, any documents required in connection with any loan to the Fund;
(n) to enter into, perform and carry out contracts incident to the foregoing that may be lawfully carried out or performed by a limited liability company under the laws of the State of Delaware;
(o) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in, in Shares, including Shares in fractional denominations, and to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds, securities or other assets of the Fund, whether capital or surplus or otherwise, to the full extent now or hereafter permitted by the laws of the Commonwealth State of MassachusettsDelaware;
(ep) to conduct its business, promote its purposes, and carry on its activities and operations in any and all of its branches and maintain offices both within and without the State of Delaware and the Commonwealth of Massachusetts, in any and all States of the United States of America, including the District of Columbia; and
(fq) to do all and everything necessary, suitable, convenient, or proper for the conduct, promotion, or attainment of any of the businesses, activities and purposes herein specified or which that at any time may be incidental thereto or may appear conducive to or expedient for the accomplishment of any of such businesses, activities and purposes and which might be engaged in or carried on by a limited liability company formed under the Act; to enter into, make and perform all contracts and other undertakings and engage in all activities as the Manager may deem necessary or advisable to carry out the investment objective or any purpose purpose, power or privilege of the Fund; to indemnify and guarantee the obligations of BRC, BIC, other Subsidiaries or other Persons; to organize or form other limited liability companies and other entities and to act as manager of the same; and to exercise any and all powers and privileges that a natural person could exercise and to have and exercise all of the powers and privileges conferred by the laws of the Commonwealth State of Massachusetts Delaware upon a Massachusetts Delaware limited liability company. The foregoing provisions of this Section 2.4 shall be construed together as purposes, powers and privileges and each as an independent purpose, power and privilege.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Belport Capital Fund LLC)
PURPOSES, POWERS AND PRIVILEGES. In furtherance of its investment objective, the Fund shall have the following purposes, powers and privileges and is specifically authorized:
(a) to acquire shares of the Company (which invests exclusively in the Portfolio), to acquire securities issued by BRC, to acquire Qualifying Assets, to engage in the other investment activities referred to in the Memorandum, and to conduct, operate and carry on the business of a private limited liability investment company;
(b) to hold cash and cash equivalents; to subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, lend, write options on, exchange, distribute or otherwise dispose of and deal in and with securities (including restricted or illiquid securities and shares or other interests in the Company), real estate and all types of interests therein, personal property and all types of interests therein, commodities and other assets, including, without limitation, all types of stocks, shares (including shares issued by the Company), futures contracts, bonds, debentures, notes, bills and other negotiable or non-negotiable instruments, obligations, evidences of interest, certificates of interest, certificates of participation, certificates, interests, participations, evidences of ownership, guarantees, rights, warrants, options or evidences of indebtedness issued or created by or guaranteed by any state or local government or any agency or instrumentality thereof, by the United States Government or any agency, instrumentality, territory, district or possession thereof, by any foreign government or any agency, instrumentality, territory, district of possession thereof, or by any corporation, association, business trust, limited liability company, joint venture, partnership, trust or other entity (whether public or private) organized or existing under the laws of any state, the United States or any territory or possession thereof or under the laws of any foreign country or other jurisdiction, bank certificates of deposit, bank time deposits, bankers' acceptances and commercial paper; to use various investment techniques, including, but not limited to, the purchase and sale of derivative instruments, the purchase and sale of stock index futures contracts and options on stock index futures, the purchase and sale of options on securities, the purchase and sale of forward currency exchange contracts and currency futures, equity swaps, short sales and interest rate hedgesxxxxxx; to hold or dispose xx xxch of such other investment property (or interest therein) of any kind or nature, real or personal, tangible or intangible as may be received by the Fund as distributions on, or with respect to, securities held directly or indirectly by the Fund (all such investment property or interests which are not securities being herein sometimes referred to as "Investment Property"), provided, however, that the Fund shall not have the power to derive items of income to the extent that such income would cause the Fund to fail to qualify under the 90% test in Section 7704(c)(2) of the Code; and to pay for the same in cash or by the issue of Shares, bonds, notes or other securities of the Fund or otherwise; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any such investments;
(c) to borrow money or otherwise obtain credit and to secure the same by mortgaging, pledging or otherwise subjecting as security all or any part of the assets of the Fund;
(d) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in, Shares, including Shares in fractional denominations, and to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds, securities or other assets of the Fund, whether capital or surplus or otherwise, to the full extent now or hereafter permitted by the laws of the Commonwealth of Massachusetts;
(e) to conduct its business, promote its purposes, and carry on its activities and operations in any and all of its branches and maintain offices both within and without the Commonwealth of Massachusetts, in any and all States of the United States of America, including the District of Columbia; and
(f) to do all and everything necessary, suitable, convenient, or proper for the conduct, promotion, or attainment of any of the businesses, activities and purposes herein specified or which at any time may be incidental thereto or may appear conducive to or expedient for the accomplishment of any of such businesses, activities and purposes and which might be engaged in or carried on by a limited liability company formed under the Act; to enter into, make and perform all contracts and other undertakings and engage in all activities as the Manager may deem necessary or advisable to carry out the investment objective or any purpose of the Fund; to indemnify and guarantee the obligations of other Persons; to organize or form other limited liability companies and other entities and to act as manager of the same; and to exercise any and all powers and privileges that a natural person could exercise and to have and exercise all of the powers and privileges conferred by the laws of the Commonwealth of Massachusetts upon a Massachusetts limited liability company. The foregoing provisions of this Section 2.4 shall be construed together as purposes, powers and privileges and each as an independent purpose, power and privilege.
Appears in 1 contract
PURPOSES, POWERS AND PRIVILEGES. In furtherance of its investment objective, the Fund shall have the following purposes, powers and privileges and is specifically authorized:
(a) to acquire shares of the Company (which invests exclusively in the Portfolio), to acquire securities issued by BRC, BIC and other Subsidiaries, to acquire Qualifying Assets, to engage in the other investment activities referred to in the Memorandum, and to conduct, operate and carry on the business of a private limited liability investment company;
(b) to hold cash and cash equivalents; to subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, lend, write options on, exchange, distribute or otherwise dispose of and deal in and with securities (including restricted or illiquid securities and shares or other interests in the Company), real estate and all types of interests therein, personal property and all types of interests therein, commodities and other assets, including, without limitation, all types of stocks, shares (including shares issued by the Company), futures contracts, bonds, debentures, notes, bills and other negotiable or non-negotiable instruments, obligations, evidences of interest, certificates of interest, certificates of participation, certificates, interests, participations, evidences of ownership, guarantees, rights, warrants, options or evidences of indebtedness issued or created by or guaranteed by any state or local government or any agency or instrumentality thereof, by the United States Government or any agency, instrumentality, territory, district or possession thereof, by any foreign government or any agency, instrumentality, territory, district of possession thereof, or by any corporation, association, business trust, limited liability company, joint venture, partnership, trust or other entity (whether public or private) organized or existing under the laws of any state, the United States or any territory or possession thereof or under the laws of any foreign country or other jurisdiction, bank certificates of deposit, bank time deposits, bankers' acceptances and commercial paper; to use various investment techniques, including, but not limited to, the purchase and sale of derivative instruments, the purchase and sale of stock index futures contracts and options on stock index futures, the purchase and sale of options on securities, the purchase and sale of forward currency exchange contracts and currency futures, equity swaps, short sales and interest rate hedgesxxxxxx; to hold or dispose xx xxch of such other investment property (or interest therein) of any kind or nature, real or personal, tangible or intangible as may be received by the Fund as distributions on, or with respect to, securities held directly or indirectly by the Fund (all such investment property or interests which are not securities being herein sometimes referred to as "Investment Property"), provided, however, that the Fund shall not have the power to derive items of income to the extent that such income would cause the Fund to fail to qualify under the 90% test in Section 7704(c)(2) of the Code; and to pay for the same in cash or by the issue of Shares, bonds, notes or other securities of the Fund or otherwise; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any such investments;
(c) to purchase, hold, sell, transfer, lease and otherwise acquire, dispose of and exercise all rights, privileges and other incidents of ownership or possession with respect to all such investments of every kind and description including, without limitation, the rights to receive, exchange, trade, consent and otherwise deal in and with all such investments, with the power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any such investments, and, if the Manager deems it necessary or appropriate to preserve the value of Fund property, to participate in the management, control and operation of the business and affairs of entities which have issued securities;
(d) to employ one or more investment advisers, escrow agents, administrators or other persons, which may include the Investment Adviser or an affiliate of the Manager, to manage any or all of the Fund's investments and pay compensation and fees for such services;
(e) to open, maintain and close accounts with brokers and pay fees and charges applicable to transactions in all such accounts;
(f) to open, maintain and close bank accounts and draw checks and other orders for the payment of money;
(g) to engage attorneys, accountants, consultants or other such Persons as may be necessary or advisable to counsel and advise as to the conduct of the business and affairs of the Fund and pay compensation and fees for such services;
(h) to establish, have, maintain or close one or more offices, and in connection therewith to rent or acquire office space, engage personnel and do such other acts as may be advisable or necessary in connection with such offices and personnel;
(i) to acquire by purchase, exchange, lease or otherwise, any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Fund;
(j) to borrow money money, on a secured or unsecured basis, or otherwise obtain credit credit, in order to obtain funds to acquire Qualifying Assets and securities issued by Subsidiaries, to pay formation, organizational and start-up costs, the costs of qualifying BRC as a real estate investment trust, placement fees and investment advisory fees, or in furtherance of any other purposes of the Fund; to refinance any Fund indebtedness, issue evidences of indebtedness to evidence such borrowings, and secure the same by mortgagingmortgage, pledging pledge or otherwise subjecting as security other lien on all or any part of the investments or other assets of the Fund;
(dk) to prepay, in whole or in part, and refinance, recast, increase, modify or extend any indebtedness and in connection therewith to execute any extensions, renewals or modifications of, any mortgage, pledge or other lien;
(l) to enter into, perform and carry out contracts of any kind, necessary, convenient or incidental to the accomplishment of the purposes, powers and privileges of the Fund, including, without limitation, the execution and delivery of all agreements, certificates, instruments or documents required by lenders to the Fund;
(m) to execute contracts with banks, lenders, investment advisers, governmental agencies and other Persons, including, without limitation, any documents required in connection with any loan to the Fund;
(n) to enter into, perform and carry out contracts incident to the foregoing which may be lawfully carried out or performed by a limited liability company under the laws of the State of Delaware;
(o) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in, in Shares, including Shares in fractional denominations, and to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds, securities or other assets of the Fund, whether capital or surplus or otherwise, to the full extent now or hereafter permitted by the laws of the Commonwealth State of MassachusettsDelaware;
(ep) to conduct its business, promote its purposes, and carry on its activities and operations in any and all of its branches and maintain offices both within and without the State of Delaware and the Commonwealth of Massachusetts, in any and all States of the United States of America, including the District of Columbia; and
(fq) to do all and everything necessary, suitable, convenient, or proper for the conduct, promotion, or attainment of any of the businesses, activities and purposes herein specified or which at any time may be incidental thereto or may appear conducive to or expedient for the accomplishment of any of such businesses, activities and purposes and which might be engaged in or carried on by a limited liability company formed under the Act; to enter into, make and perform all contracts and other undertakings and engage in all activities as the Manager may deem necessary or advisable to carry out the investment objective or any purpose purpose, power or privilege of the Fund; to indemnify and guarantee the obligations of BRC, BIC, Subsidiaries or other Persons; to organize or form other limited liability companies and other entities and to act as manager of the same; and to exercise any and all powers and privileges that a natural person could exercise and to have and exercise all of the powers and privileges conferred by the laws of the Commonwealth State of Massachusetts Delaware upon a Massachusetts Delaware limited liability company. The foregoing provisions of this Section 2.4 shall be construed together as purposes, powers and privileges and each as an independent purpose, power and privilege.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Belmar Capital Fund LLC)
PURPOSES, POWERS AND PRIVILEGES. In furtherance of its investment objective, the Fund shall have the following purposes, powers and privileges and is specifically authorized:
(a) to acquire shares of the Company (which invests exclusively in the Portfolio), to acquire securities issued by BRC, BIC and other Subsidiaries, to acquire Qualifying Assets, to engage in the other investment activities referred to in the Memorandum, and to conduct, operate and carry on the business of a private limited liability investment company;
(b) to hold cash and cash equivalents; to subscribe for, invest in, reinvest in, purchase or otherwise acquire, hold, pledge, sell, assign, transfer, lend, write options on, exchange, distribute or otherwise dispose of and deal in and with securities (including restricted or illiquid securities and shares or other interests in the Company), real estate and all types of interests therein, personal property and all types of interests therein, commodities and other assets, including, without limitation, all types of stocks, shares (including shares issued by the Company), futures contracts, bonds, debentures, notes, bills and other negotiable or non-negotiable instruments, obligations, evidences of interest, certificates of interest, certificates of participation, certificates, interests, participations, evidences of ownership, guarantees, rights, warrants, options or evidences of indebtedness issued or created by or guaranteed by any state or local government or any agency or instrumentality thereof, by the United States Government or any agency, instrumentality, territory, district or possession thereof, by any foreign government or any agency, instrumentality, territory, district of possession thereof, or by any corporation, association, business trust, limited liability company, joint venture, partnership, trust or other entity (whether public or private) organized or existing under the laws of any state, the United States or any territory or possession thereof or under the laws of any foreign country or other jurisdiction, bank certificates of deposit, bank time deposits, bankers' acceptances and commercial paper; to use various investment techniques, including, but not limited to, the purchase and sale of derivative instruments, the purchase and sale of stock index futures contracts and options on stock index futures, the purchase and sale of options on securities, the purchase and sale of forward currency exchange contracts and currency futurescontracts, equity swaps, short sales and interest rate hedges; to hold or dispose xx xxch of such other investment property (or interest thereininterxxx xherein) of any kind or nature, real or personal, tangible or intangible as may be received by the Fund as distributions on, or with respect to, securities held directly or indirectly by the Fund (all such investment property or interests which that are not securities being herein sometimes referred to as "Investment Property"), provided, however, that the Fund shall not have the power to derive items of income to the extent that such income would cause the Fund to fail to qualify under the 90% test in Section 7704(c)(2) of the Code; and to pay for the same in cash or by the issue of Shares, bonds, notes or other securities of the Fund or otherwise; and to exercise any and all rights, powers and privileges of ownership or interest in respect of any and all such investments of every kind and description, including, without limitation, the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any such investments;
(c) to purchase, hold, sell, transfer, lease and otherwise acquire, dispose of and exercise all rights, privileges and other incidents of ownership or possession with respect to all such investments of every kind and description including, without limitation, the rights to receive, exchange, trade, consent and otherwise deal in and with all such investments, with the power to designate one or more Persons to exercise any of said rights, powers and privileges in respect of any such investments, and, if the Manager deems it necessary or appropriate to preserve the value of Fund property, to participate in the management, control and operation of the business and affairs of entities that have issued securities;
(d) to employ one or more investment advisers, escrow agents, administrators or other persons, which may include the Investment Adviser or an affiliate thereof, to manage any or all of the Fund's investments and pay compensation and fees for such services;
(e) to open, maintain and close accounts with brokers and pay fees and charges applicable to transactions in all such accounts;
(f) to open, maintain and close bank accounts and draw checks and other orders for the payment of money;
(g) to engage attorneys, accountants, consultants or other such Persons as may be necessary or advisable to counsel and advise as to the conduct of the business and affairs of the Fund and pay compensation and fees for such services;
(h) to establish, have, maintain or close one or more offices, and in connection therewith to rent or acquire office space, engage personnel and do such other acts as may be advisable or necessary in connection with such offices and personnel;
(i) to acquire by purchase, exchange, lease or otherwise, any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Fund;
(j) to borrow money money, on a secured or unsecured basis, or otherwise obtain credit credit, in order to obtain funds to acquire Qualifying Assets and securities issued by Subsidiaries, to pay formation, organizational and start-up costs, the costs of qualifying BRC and subsidiaries thereof as real estate investment trusts, placement fees and investment advisory fees, or in furtherance of any other purposes of the Fund; to refinance any Fund indebtedness, issue evidences of indebtedness to evidence such borrowings, and secure the same by mortgagingmortgage, pledging pledge or otherwise subjecting as security other lien on all or any part of the investments or other assets of the Fund;
(dk) to prepay, in whole or in part, and refinance, recast, increase, modify or extend any indebtedness and in connection therewith to execute any extensions, renewals or modifications of, any mortgage, pledge or other lien;
(l) to enter into, perform and carry out contracts of any kind, necessary, convenient or incidental to the accomplishment of the purposes, powers and privileges of the Fund, including, without limitation, the execution and delivery of all agreements, certificates, instruments or documents required by lenders to the Fund;
(m) to execute contracts with banks, lenders, investment advisers, governmental agencies and other Persons, including, without limitation, any documents required in connection with any loan to the Fund;
(n) to enter into, perform and carry out contracts incident to the foregoing that may be lawfully carried out or performed by a limited liability company under the laws of the State of Delaware;
(o) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, and otherwise deal in, in Shares, including Shares in fractional denominations, and to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds, securities or other assets of the Fund, whether capital or surplus or otherwise, to the full extent now or hereafter permitted by the laws of the Commonwealth State of MassachusettsDelaware;
(ep) to conduct its business, promote its purposes, and carry on its activities and operations in any and all of its branches and maintain offices both within and without the State of Delaware and the Commonwealth of Massachusetts, in any and all States of the United States of America, including the District of Columbia; and
(fq) to do all and everything necessary, suitable, convenient, or proper for the conduct, promotion, or attainment of any of the businesses, activities and purposes herein specified or which that at any time may be incidental thereto or may appear conducive to or expedient for the accomplishment of any of such businesses, activities and purposes and which might be engaged in or carried on by a limited liability company formed under the Act; to enter into, make and perform all contracts and other undertakings and engage in all activities as the Manager may deem necessary or advisable to carry out the investment objective or any purpose purpose, power or privilege of the Fund; to indemnify and guarantee the obligations of BRC, BIC, other Subsidiaries or other Persons; to organize or form other limited liability companies and other entities and to act as manager of the same; and to exercise any and all powers and privileges that a natural person could exercise and to have and exercise all of the powers and privileges conferred by the laws of the Commonwealth State of Massachusetts Delaware upon a Massachusetts Delaware limited liability company. The foregoing provisions of this Section 2.4 shall be construed together as purposes, powers and privileges and each as an independent purpose, power and privilege.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Belrose Capital Fund LLC)
