Common use of Specific Powers of the Manager Clause in Contracts

Specific Powers of the Manager. Without limiting the authority set forth in Section 5.1, the Manager shall have power and authority on behalf of the Company to: a. Issue Units and determine consideration for Units in accordance with this Agreement; b. Purchase Company Assets in the name of the Company and sell Company Assets or any portion thereof; c. Borrow money on behalf of the Company from banks, investors, Members, other lenders, or Affiliates thereof on such terms as the Manager may deem appropriate, and to hypothecate, encumber, and grant security interests in Company Assets for the sole purpose of securing repayment of such borrowed sums. No debt or other obligation shall be contracted, or liability incurred, by or on behalf of the Company except by the Manager, and in no event shall any debt call for the individual guarantee of any Member unless otherwise agreed upon in writing by such Member; d. Execute on behalf of the Company all instruments and documents, including, without limitation: checks; drafts; loan agreements, notes, and other negotiable instruments; guarantee agreements; mortgages or deeds of trust; security agreements; financing statements; joint-ownership agreements, if any, relating to the management of the Company Assets; documents providing for the acquisition, financing, refinancing, or disposition of Company Assets; assignments; bills of sale; leases; and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company, including the Company Assets; e. Amend this Agreement pursuant to Section 14.3. f. Purchase liability and other insurance to protect the Company Assets; g. Open financial accounts in the name of the Company; h. Disburse Distributable Cash, invest Capital Contributions, and pay fees and expenses as set forth in this Agreement; i. Employ, contract with, and/or dismiss agents, employees, contractors, brokers, accountants, legal counsel, managing agents, or other Persons to perform services for the Company and to compensate such Persons from Company funds; j. Institute, prosecute, defend, settle, compromise, and dismiss actions or proceedings brought by, on behalf of, or against the Company; k. Negotiate, enter into, perform upon, and terminate leases and contracts for sale relating to the Land and Project or any portion thereof; and l. Do and perform all other acts as may be necessary or appropriate to conduct the Company’s business.

Specific Powers of the Manager. Without limiting the authority set forth in Section 5.110.1, the Manager shall have power and authority on behalf of the Company to: a. (a) Issue Units and determine consideration for Units in accordance with this Agreement, except that Units of a particular class may not be issued to prospective Members on terms or for consideration materially different than that for Units issued to existing Members of that class; b. (b) Purchase Company Assets Assets, including the Properties, in the name of the Company and sell or otherwise dispose of Company Assets or any portion thereofAssets; c. (c) Borrow money on behalf of the Company from banks, investors, Members, other lenders, or Affiliates thereof on such terms as the Manager may deem appropriate, and to hypothecate, encumber, and grant security interests in Company Assets for the sole purpose of securing repayment of such borrowed sumssums provided, however, that the Manager will use best efforts to ensure that the aggregate amount of all indebtedness of the Company does not exceed eighty percent (80%) of the aggregate Fair Market Value of all its direct and indirect assets upon stabilization of such assets; provided further that in the event the Company borrows money from an Affiliate of the Manager, the terms will be no less favorable than generally available from third parties. No debt or other obligation shall be contracted, or liability incurred, by or on behalf of the Company except by the Manager, and in no event shall any debt call for the individual guarantee of any Member unless otherwise agreed upon in writing by such Member; d. (d) Execute on behalf of the Company all instruments and documents, including, without limitation: checks; drafts; loan agreements, notes, and other negotiable instruments; guarantee agreements; mortgages or deeds of trust; security agreements; financing statements; joint-ownership agreements, if any, relating to the management of the Company AssetsProperties; documents providing for the acquisition, financing, refinancing, or disposition of Company Assetsthe Properties; assignments; bills of sale; leases; and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company, including the Company Assets; e. (e) Create or sponsor parallel funds, use special purpose entities, establish one or more Company subsidiaries, and/or enter into co-investment opportunities as more fully set forth in Section 10.8 below (f) Amend this Agreement pursuant to Section 14.3Article 14. f. (g) Purchase liability and other insurance to protect the Company Assets; g. (h) Open financial accounts in the name of the Company; h. (i) Disburse Distributable Cash, invest Capital Contributions, and pay fees and expenses as set forth in this Agreement; i. (j) Employ, contract with, and/or dismiss agents, employees, contractors, brokers, accountants, legal counsel, managing agents, or other Persons to perform services for the Company and to compensate such Persons from Company funds; j. (k) Institute, prosecute, defend, settle, compromise, and dismiss actions or proceedings brought by, on behalf of, or against the Company; k. Negotiate, enter into, perform upon, and terminate leases and contracts for sale relating to the Land and Project or any portion thereof; and l. (l) Do and perform all other acts as may be necessary or appropriate to conduct the Company’s business.

Specific Powers of the Manager. Without limiting the authority set forth in Section 5.1, the Manager shall have power and authority on behalf of the Company to: a. Issue Units and determine consideration for Units in accordance with this Agreement; b. Purchase Company Assets in the name of the Company and sell Company Assets or any portion thereofthereof in the name of the Company, including purchasing Company Assets from and selling Company Assets to affiliates of the Manager, so long as such purchases and sales are valued at Market Rate; c. Borrow money on behalf of the Company from banks, investors, Members, other lenders, or Affiliates thereof on such terms as the Manager may deem appropriate, and to hypothecate, encumber, and grant security interests in Company Assets for the sole purpose of securing repayment of such borrowed sums. No debt or other obligation shall be contracted, or liability incurred, by or on behalf of the Company except by the Manager, and in no event shall any debt call for the individual guarantee of any Member unless otherwise agreed upon in writing by such Member; d. Execute on behalf of the Company all instruments and documents, including, without limitation: checks; drafts; loan agreements, notes, and other negotiable instruments; guarantee agreements; mortgages or deeds of trust; security agreements; financing statements; joint-ownership agreements, if any, relating to the management of the Company Assets; documents providing for the acquisition, financing, refinancing, or disposition of Company Assets; assignments; bills of sale; leases; and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company, including the Company Assets; e. Amend this Agreement pursuant to Section 14.3. f. Purchase liability and other insurance to protect the Company Assets; g. Open financial accounts in the name of the Company; h. Disburse Distributable Cash, invest Capital Contributions, and pay fees and expenses as set forth in this Agreement; i. Employ, contract with, and/or dismiss agents, employees, contractors, brokers, accountants, legal counsel, managing agents, or other Persons to perform services for the Company and to compensate such Persons from Company funds; j. Institute, prosecute, defend, settle, compromise, and dismiss actions or proceedings brought by, on behalf of, or against the Company; k. Negotiate, enter into, perform upon, and terminate leases and contracts for sale relating to the Land and Project or any portion thereof; and l. k. Do and perform all other acts as may be necessary or appropriate to conduct the Company’s business.

Specific Powers of the Manager. Without limiting the authority set forth in Section 5.110.1, the Manager shall have power and authority on behalf of the Company to: a. (a) Issue Units and determine consideration for Units in accordance with this Agreement, except that Units of a particular class may not be issued to prospective Members on terms or for consideration materially different than that for Units issued to existing Members of that class; b. (b) Purchase Company Assets Assets, including the Properties, in the name of the Company and sell or otherwise dispose of Company Assets or any portion thereofAssets; c. (c) Borrow money on behalf of the Company from banks, investors, Members, other lenders, or Affiliates thereof on such terms as the Manager may deem appropriate, and to hypothecate, encumber, and grant security interests in Company Assets for the sole purpose of securing repayment of such borrowed sumssums provided, however, that the Manager will use best efforts to ensure that the aggregate amount of all indebtedness of the Company does not exceed eighty percent (80%) of the aggregate Fair Market Value of all its direct and indirect assets upon stabilization of such assets, and the Fund will make commercially reasonable efforts to assure that any short-term indebtedness, which will not be included in the leverage test for the Fund, shall not remain outstanding for more than twelve (12) months. In the event the Fund borrows money from an affiliate of the Manager, the terms will be no less favorable than generally available from third parties. No debt or other obligation shall be contracted, or liability incurred, by or on behalf of the Company except by the Manager, and in no event shall any debt call for the individual guarantee of any Member unless otherwise agreed upon in writing by such Member; d. (d) Execute on behalf of the Company all instruments and documents, including, without limitation: checks; drafts; loan agreements, notes, and other negotiable instruments; guarantee agreements; mortgages or deeds of trust; security agreements; financing statements; joint-ownership agreements, if any, relating to the management of the Company AssetsProperties; documents providing for the acquisition, financing, refinancing, or disposition of Company Assetsthe Properties; assignments; bills of sale; leases; and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company, including the Company Assets; e. (e) Create or sponsor parallel funds, use special purpose entities, establish one or more Company subsidiaries, and/or enter into co-investment opportunities as more fully set forth in Section 10.8 below (f) Amend this Agreement pursuant to Section 14.3Article 14. f. (g) Purchase liability and other insurance to protect the Company Assets; g. (h) Open financial accounts in the name of the Company; h. (i) Disburse Distributable Cash, invest Capital Contributions, and pay fees and expenses as set forth in this Agreement; i. (j) Employ, contract with, and/or dismiss agents, employees, contractors, brokers, accountants, legal counsel, managing agents, or other Persons to perform services for the Company and to compensate such Persons from Company funds; j. (k) Institute, prosecute, defend, settle, compromise, and dismiss actions or proceedings brought by, on behalf of, or against the Company; k. Negotiate, enter into, perform upon, and terminate leases and contracts for sale relating to the Land and Project or any portion thereof; and l. (l) Do and perform all other acts as may be necessary or appropriate to conduct the Company’s business.

Specific Powers of the Manager. Without limiting the authority set forth in Section 5.1, the Manager shall have power and authority on behalf of the Company to: a. Issue Units and determine consideration for Units in accordance with this Agreement; b. Purchase Company Assets in the name of the Company and sell Company Assets or any portion thereofAssets; c. Borrow money on behalf of the Company from banks, investors, Members, other lenders, or Affiliates thereof on such terms as the Manager may deem appropriate, and to hypothecate, encumber, and grant security interests in Company Assets for the sole purpose of securing repayment of such borrowed sums. No debt or other obligation shall be contracted, or liability incurred, by or on behalf of the Company except by the Manager, and in no event shall any debt call for the individual guarantee of any Member unless otherwise agreed upon in writing by such Member; d. Execute on behalf of the Company all instruments and documents, including, without limitation: checks; drafts; loan agreements, notes, and other negotiable instruments; guarantee agreements; mortgages or deeds of trust; security agreements; financing statements; joint-ownership agreements, if any, relating to the management of the Company Assets; documents providing for the acquisition, financing, refinancing, or disposition of the Company Assets; assignments; bills of sale; leases; and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company, including the Company Assets; e. Amend this Agreement pursuant to Section 14.3. f. Purchase liability and other insurance to protect the Company Assets; g. Open financial accounts in the name of the Company; h. Disburse Distributable Cash, invest Capital Contributions, and pay fees and expenses as set forth in this Agreement; i. Employ, contract with, and/or dismiss agents, employees, contractors, brokers, accountants, legal counsel, managing agents, or other Persons to perform services for the Company and to compensate such Persons from Company funds; j. Institute, prosecute, defend, settle, compromise, and dismiss actions or proceedings brought by, on behalf of, or against the Company; k. Negotiate, enter into, perform upon, and terminate leases and contracts for sale relating to the Land and Project or any portion thereof; and l. k. Do and perform all other acts as may be necessary or appropriate to conduct the Company’s business.

Specific Powers of the Manager. Without limiting the authority set forth in Section 5.1, the Manager shall have power and authority on behalf of the Company to: a. Issue Units and determine consideration for Units in accordance with this Agreement; b. Purchase Company Assets in the name of the Company and sell Company Assets or any portion thereofthereof in the name of the Company; c. Borrow money on behalf of the Company from banks, investors, Members, other lenders, or Affiliates thereof on such terms as the Manager may deem appropriate, and to hypothecate, encumber, and grant security interests in Company Assets for the sole purpose of securing repayment of such borrowed sums. No debt or other obligation shall be contracted, or liability incurred, by or on behalf of the Company except by the Manager, and in no event shall any debt call for the individual guarantee of any Member unless otherwise agreed upon in writing by such Member; d. Execute on behalf of the Company all instruments and documents, including, without limitation: checks; drafts; loan agreements, notes, and other negotiable instruments; guarantee agreements; mortgages or deeds of trust; security agreements; financing statements; joint-ownership agreements, if any, relating to the management of the Company Assets; documents providing for the acquisition, financing, refinancing, or disposition of Company Assets; assignments; bills of sale; leases; and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company, including the Company Assets; e. Amend this Agreement pursuant to Section 14.3. f. Purchase liability and other insurance to protect the Company Assets; g. Open financial accounts in the name of the Company; h. Disburse Distributable Cash, invest Capital Contributions, and pay fees and expenses as set forth in this Agreement; i. Employ, contract with, and/or dismiss agents, employees, contractors, brokers, accountants, legal counsel, managing agents, or other Persons to perform services for the Company and to compensate such Persons from Company funds; j. Institute, prosecute, defend, settle, compromise, and dismiss actions or proceedings brought by, on behalf of, or against the Company; k. Negotiate, enter into, perform upon, and terminate leases and contracts for sale relating to the Land and Project or any portion thereof; and l. k. Do and perform all other acts as may be necessary or appropriate to conduct the Company’s business.

Specific Powers of the Manager. Without limiting the authority set forth in Section 5.1, the Manager shall have power and authority on behalf of the Company to: a. Issue Units and determine consideration for Units in accordance with this Agreement; b. Purchase Company Assets in the name of the Company and sell Company Assets or any portion thereof; c. Borrow money on behalf of the Company from banks, investors, Members, other lenders, or Affiliates thereof on such terms as the Manager may deem appropriate, and to hypothecate, encumber, and grant security interests in Company Assets for the sole purpose of securing repayment of such borrowed sums. No debt or other obligation shall be contracted, or liability incurred, by or on behalf of the Company except by the Manager, and in no event shall any debt call for the individual guarantee of any Member unless otherwise agreed upon in writing by such Member; d. Execute on behalf of the Company all instruments and documents, including, without limitation: checks; drafts; loan agreements, notes, and other negotiable instruments; guarantee agreements; mortgages or deeds of trust; security agreements; financing statements; joint-ownership agreements, if any, relating to the management of the Company Assets; documents providing for the acquisition, financing, refinancing, or disposition of Company Assets; assignments; bills of sale; leases; and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company, including the Company Assets;; OPERATING AGREEMENT OF ADPI FUND I, LLC 14 OF 34 e. Amend this Agreement pursuant to Section 14.3. f. Purchase liability and other insurance to protect the Company Assets; g. Open financial accounts in the name of the Company; h. Disburse Distributable Cash, invest Capital Contributions, and pay fees and expenses as set forth in this Agreement; i. Employ, contract with, and/or dismiss agents, employees, contractors, brokers, accountants, legal counsel, managing agents, or other Persons to perform services for the Company and to compensate such Persons from Company funds; j. Institute, prosecute, defend, settle, compromise, and dismiss actions or proceedings brought by, on behalf of, or against the Company; k. Negotiate, enter into, perform upon, and terminate leases and contracts for sale relating to the Land and Project or any portion thereof; and l. Do and perform all other acts as may be necessary or appropriate to conduct the Company’s business.

Specific Powers of the Manager. Without limiting the authority set forth in Section 5.110.1, the Manager shall have power and authority on behalf of the Company to: a. (a) Issue Units and determine consideration for Units in accordance with this Agreement, except that Units of a particular class may not be issued to prospective Members on terms or for consideration materially different than that for Units issued to existing Members of that class; b. (b) Purchase Company Assets Assets, including the Properties, in the name of the Company and sell or otherwise dispose of Company Assets or any portion thereofAssets; c. (c) Borrow money on behalf of the Company from banks, investors, Members, other lenders, or Affiliates thereof on such terms as the Manager may deem appropriate, and to hypothecate, encumber, and grant security interests in Company Assets for the sole purpose of securing repayment of such borrowed sumssums provided, however, that the Manager will use best efforts to ensure that the aggregate amount of all indebtedness of the Company does not exceed eighty percent (80%) of the aggregate Fair Market Value of all its direct and indirect assets upon stabilization of such assets, and the Fund will make commercially reasonable efforts to assure that any short-term indebtedness, which will not be included in the leverage test for the Fund, shall not remain outstanding for more than twelve (12) months. In the event the Fund borrows money from an affiliate of the Manager, the terms will be no less favorable than generally available from third parties. No debt or other obligation shall be contracted, or liability incurred, by or on behalf of the Company except by the Manager, and in no event shall any debt call for the individual guarantee of any Member unless otherwise agreed upon in writing by such Member; d. (d) Execute on behalf of the Company all instruments and documents, including, without limitation: checks; drafts; loan agreements, notes, and other negotiable instruments; guarantee agreements; mortgages or deeds of trust; security agreements; financing statements; joint-ownership agreements, if any, relating to the management of the Company AssetsProperties; documents providing for the acquisition, financing, refinancing, or disposition of Company Assetsthe Properties; assignments; bills of sale; leases; and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company, including the Company Assets; e. (e) Create or sponsor parallel funds, use special purpose entities, establish one or more Company subsidiaries, and/or enter into co-investment opportunities as more fully set forth in Section 10.8 below (f) Amend this Agreement pursuant to Section 14.3Article 14. f. Purchase liability and other insurance to protect the Company Assets; g. Open financial accounts in the name of the Company; h. Disburse Distributable Cash, invest Capital Contributions, and pay fees and expenses as set forth in this Agreement; i. Employ, contract with, and/or dismiss agents, employees, contractors, brokers, accountants, legal counsel, managing agents, or other Persons to perform services for the Company and to compensate such Persons from Company funds; j. Institute, prosecute, defend, settle, compromise, and dismiss actions or proceedings brought by, on behalf of, or against the Company; k. Negotiate, enter into, perform upon, and terminate leases and contracts for sale relating to the Land and Project or any portion thereof; and l. Do and perform all other acts as may be necessary or appropriate to conduct the Company’s business.