Common use of Authority of the Managing Member Clause in Contracts

Authority of the Managing Member. The Managing Member for, and in the name and on behalf of the Company, is hereby authorized to: (1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Managing Member may deem proper and to pay therefor such remuneration as the Managing Member may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Member may deem advisable or appropriate; (5) ▇▇▇ and be sued, complain and defend in the name of and on behalf of the Company; (6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company; (7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, ▇▇▇▇ of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Operating Agreement, and to perform all matters in furtherance of the objectives of the Company or this Operating Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

Authority of the Managing Member. The Managing Member for, and in the name and on behalf of the Company, is hereby authorized to: (1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Managing Member may deem proper and to pay therefor such remuneration as the Managing Member may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Member may deem advisable or appropriate; (5) ▇▇▇ and be sued, complain and defend in the name of and on behalf of the Company; (6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company; (7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, ▇▇▇▇ of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Operating Agreement, and to perform all matters in furtherance of the objectives of the Company or this Operating Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

Authority of the Managing Member. The Managing Member for, and shall not permit the Company to engage in any activity which substantially changes the name and nature of the Company’s business as a holding company for interests in IBG LLC or enter in any material agreement(s) on behalf of the Company, is hereby authorized other than the Exchange Agreement, which would in the aggregate, during any twelve (12) month period, result in a transfer or commitment to transfer over twenty percent (20%) of the interests in IBG LLC held by the Company, without the written consent of holders of a majority of the Voting Shares. Subject to the foregoing and the provisions of Section 5.3, the Managing Member shall manage the business of the Company and shall have all of the rights and powers which may be possessed by a managing member under the Act including, without limitation, the right and power to: (1a) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the acquire by purchase, financinglease or otherwise any real or personal property which may be necessary, developmentconvenient, management, operation and disposition or incidental to the accomplishment of the Company and its property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Managing Member may deem proper and to pay therefor such remuneration as the Managing Member may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Member may deem advisable or appropriate; (5) ▇▇▇ and be sued, complain and defend in the name of and on behalf purposes of the Company; (6b) sell or exchange interests of the Company in IBG LLC to IBGI in exchange for cash or IBGI Common Stock and deal in any other Company assets whether real property or personal property; (c) operate, maintain, finance, approveimprove, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or and any personal property necessary, convenient convenient, or incidental to the accomplishment of the purposes of the Company; (7d) execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance and operation of Property or in connection with managing the affairs of the Company, including executing amendments to the Agreement and the Certificate of Formation in accordance with the terms of the Agreement pursuant to any power of attorney granted by the Members to the Managing Member; (e) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company Company, and secure the same by mortgage, pledge pledge, or other lien on any propertyProperty; (8) f) execute, in furtherance of any and or all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, ▇▇▇▇ of sale, contract or other instrument purporting to convey or encumber any or all of the property of the CompanyProperty; (9g) prepay in whole or in part, refinance, recast, increase, modify or extend any liabilities affecting the Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Property; (h) care for and distribute funds to the Member Members by way of cash, income, return of capital, capital or otherwise, all in accordance with the provisions of this Operating Agreement, and to perform all matters in furtherance of the objectives of the Company or this Operating Agreement; (10i) purchase from or through others contract, liability, casualty or other insurance appoint officers and agents of the Company and delegate to such Persons authority granted to the Managing Member hereunder; (j) contract on behalf of the Company for the protection employment and services of employees and/or independent contractors, such as lawyers, accountants, and Members, and delegate to such Persons the duty to manage or supervise any of the properties assets or affairs operations of the Company, or the Member, or for any purpose convenient or beneficial and enter into agreements with respect to their activities on behalf of the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12k) engage in any kind of activity and to perform and carry out contracts of any kind (including contracts of insurance covering risks to Property and Managing Member’s liability) necessary or incidental to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State state in which the Company is then formed or qualified qualified; (l) vote securities held by the Company; (m) make any and all elections for federal, state and local tax purposes including, without limitation, any election, if permitted by applicable law: (i) to do businessadjust the basis of Property pursuant to Code Sections 754, 734(b), and 743(b), or comparable provisions of state or local law, in connection with transfers of Interests and Company distributions (which election shall be made as provided in Section 6.5 of this Agreement); (ii) to extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to the Company’s federal, state, or local tax returns; and (iii) to represent the Company and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company and the Members in their capacities as Members and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company or the Members; (n) take, or refrain from taking, all actions not expressly proscribed or limited by this Agreement as may be necessary or appropriate to accomplish the purposes of the Company; (o) institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company or the Members in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; and (p) acquire and enter into any contract of insurance which the Managing Member reasonably deems necessary and proper for the protection of the Company, for the conservation of any asset of the Company, or for any purpose beneficial to the Company.

Authority of the Managing Member. (a) Subject to the provisions of this Agreement and the Act, the Managing Member is specifically authorized and empowered, on behalf of the Company without any further consent of any other Member, to do any act or execute any document or enter into any contract or any agreement of any nature necessary or desirable, in the opinion of the Managing Member, in pursuance of the Purpose, including, without limitation, the following: (i) entering into, making and performing contracts, agreements and other undertakings binding upon the Company that may be necessary, appropriate or advisable in furtherance of the Purpose and making all decisions and waivers thereunder; (ii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iii) purchasing CLNY Stock pursuant to the terms of this Agreement; (iv) maintaining the assets of the Company in good order; (v) collecting sums due the Company; (vi) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (vii) selecting, removing and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (viii) obtaining insurance for the Company; (ix) determining distributions of the Company in cash and other property solely as provided in Section 4; and (x) doing and performing any and all other acts as may be necessary or appropriate to the conduct of the Company’s business. (b) The decisions made by the Managing Member may be implemented through any Member, any officer of the Company or any other Person selected by the Members. The Company shall not have any “managers” within the meaning of Section 18-101(9) of the Act. (c) The Managing Member for, and in hereby ratifies the name and adoption of the regulations attached to this Agreement as Schedule B authorizing certain officers to act on behalf of the Company, is hereby authorized all as more particularly described in Schedule B. The officers shall have full authority to manage the day-to: (1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with -day operations of the purchase, financing, development, management, operation and disposition Company. No officer of the Company and its property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Managing Member may deem proper and to pay therefor such remuneration as the Managing Member may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect shall be entitled to any and all of the foregoing and any matters incident thereto compensation for his or her service as the Managing Member may deem advisable or appropriate; (5) ▇▇▇ and be sued, complain and defend in the name of and on behalf an officer of the Company;. (6d) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to CLNY (the accomplishment of “Managing Member”) is hereby appointed as the purposes “managing member” of the Company; (7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, ▇▇▇▇ of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Operating Agreement, and to perform all matters in furtherance of the objectives of the Company or this Operating Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

Authority of the Managing Member. The Managing Member for, and in the name and on behalf of the Company, is hereby authorized toauthorized: (1) to execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property the Property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Managing Member may deem proper and to pay therefor such remuneration as the Managing Member member may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its propertythe Property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Member may deem advisable or appropriate; (5) ▇▇▇ and be sued, complain and defend in the name of and on behalf of the Company; (6) to operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company; (7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, ▇▇▇▇ of sale, contract or other instrument purporting to convey or encumber any or all of the property of the CompanyProperty; (9) care for and distribute funds to the Managing Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Operating Agreement, and to perform all matters in furtherance of the objectives of the Company or this Operating Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Managing Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its propertythe Property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company Property and its propertythe Company; (12) to engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business. Any person dealing with the Company or the Managing Member may rely upon a certificate signed by the Managing Member with respect to one or more of the following: (i) the identity of any Managing Member hereof; (ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by a Managing Member or in any other manner germane to the affairs of the Company; (iii) the persons who are authorized to execute and deliver any instrument or document of the Company; or (iv) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or any Managing Member.

Authority of the Managing Member. The 4.2.1 In addition to any other rights and powers that the Managing Member may have hereunder, the Managing Member, in its capacity as such, shall have all of the rights and powers that are necessary for or convenient or incidental to the accomplishment of the Company’s purposes and the conduct of the Company’s business, which rights and powers shall include (without limitation) the following: (1) To make expenditures of Company funds in accordance with this Agreement and the reasonable needs of the Company’s business; (2) To borrow money and issue evidences of indebtedness (and to issue guarantees of indebtedness), including borrowings from one or more of the Members, and to secure the same by mortgage, deed of trust, pledge or other lien on any assets of the Company and to pay, prepay, repay, extend and amend or otherwise modify the terms of any such borrowings or evidences of indebtedness; (3) To negotiate, execute, deliver, perform, modify, supplement, amend and terminate any contract, instrument or other document necessary for, or convenient or incidental to, the accomplishment of the Company’s purposes and the carrying on of the Company’s business, including but not limited to agreements with architects, contractors, cost estimators and other real estate professionals, purchase and sale agreements, notes, security agreements and lease agreements; (4) To employ executive, administrative and support personnel in connection with the business of the Company, to pay salaries, employee benefits, fringe benefits, bonuses and any other form of compensation or employee benefit to such Persons, at such times and in such amounts as may be determined in the reasonable discretion of the Managing Member, and to reimburse the Managing Member for expenses incurred by it (directly or indirectly) in order to provide executive, administrative and support services in connection with the business of the Company; (5) To hire or otherwise employ and enter into employment consulting agreements in connection therewith, such agents, contractors, subcontractors, employees, accountants, attorneys, consultants and other persons necessary or appropriate to carry out the day-to-day management and operations of the Company, and enter into employment and consulting agreements in connection therewith, and to pay reasonable fees, expenses, salaries, wages and other compensation to such Persons; (6) To pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend, contest or compromise, upon such terms as they may determine and upon such evidence as they may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes and assessments, either in favor of or against the Company; (7) To establish and maintain reserves for such purposes and in such amounts as the Managing Member shall deem appropriate from time to time; (8) To pay any and all fees and to make any and all expenditures which the Managing Member shall deem necessary or appropriate in connection with the organization of the Company, the management of the affairs of the Company, and the carrying out of its obligations and responsibilities under this Agreement; (9) To cause the Company and its properties and assets to be maintained and operated in such manner as the Managing Member may determine, subject, however, to obligations imposed by applicable laws or contracts of the Company; (10) To cause to be obtained and continued in force policies of insurance required by any agreement relating to the Company’s business or any part thereof, or reasonably determined by the Managing Member to be in the best interest of the Company; (11) To ask for, collect and receive any fees, issues, proceeds, profits and income from operations of or services rendered by the Company and sales or other dispositions of the assets of the Company, or any part or parts thereof, and to disburse Company funds for Company purposes to those Persons entitled to receive the same; (12) To establish, maintain and supervise the deposit of any monies or securities of the Company with federally insured banking institutions, brokerage houses or other institutions as may be selected by the Managing Member, in accounts in the name of the Company, and to make expenditures from such accounts in accordance with this Agreement upon such signature or signatures as the Managing Member may determine; (13) To establish and maintain Capital Accounts for the Members, allocate profits, losses and other items and make distributions to the Members, all as provided herein; (14) To perform all acts and file all documents (including without limitation registrations, license applications, foreign qualifications, disclosure forms and tax returns) necessary to comply with laws, rules and regulations applicable to the Company or the conduct of its business; (15) To undertake such obligations (including without limitation financial and/or performance guarantees) and agree to provide such services (including without limitation development and supervisory management services) as may be necessary or appropriate in connection with the syndication or financing of the Project; (16) To make elections for the Company pursuant to Section 13.4 or otherwise; and (17) To conduct the affairs of the Company with the general objective of financial gain. 4.2.2 Any Person dealing with the Company may rely upon a certificate signed by or on behalf of the Managing Member as to: (1) the identity of the Members; (2) the existence or non-existence of any fact or facts which constitute conditions precedent to acts by the Managing Member or in any other matters germane to the affairs of the Company; (3) the Persons who are authorized to execute and deliver any instrument or document of the Company; or (4) any act or failure to act by the Company or, as to any other matter whatsoever involving the Company or any Member. 4.2.3 Any document executed by or on behalf of the Managing Member, while acting in the name and on behalf of the Company, is hereby authorized to: (1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with shall be deemed to be the purchase, financing, development, management, operation and disposition action of the Company and its property or vis-a-vis any portion thereof.; third parties (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services including any Member as the Managing Member may deem proper and to pay therefor such remuneration as the Managing Member may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Managing Member may deem advisable or appropriate; (5) ▇▇▇ and be sued, complain and defend in the name of and on behalf of the Company; (6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company; (7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, ▇▇▇▇ of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Operating Agreement, and to perform all matters in furtherance of the objectives of the Company or this Operating Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and a third party for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do businesspurpose).