Common use of Authority of the Managing Member Clause in Contracts

Authority of the Managing Member. Subject to 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 managing members under the Act including, without limitation, the right and power to: (a) acquire by purchase, lease or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (b) deal in any Company assets, whether real property or personal property; (c) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (d) 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 Articles of Organization 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, and secure the same by mortgage, pledge, or other lien on any Property; (f) execute, in furtherance of any or all of the purposes of the Company, any deed, 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; (g) 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 Members by way of cash, income, return of capital or otherwise, all in accordance with the provisions of this Agreement; and perform all matters in furtherance of the objectives of the Company or this Agreement (i) 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 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 assets or operations of the Company, and enter into agreements with respect to their activities on behalf of the Company; (k) engage in any kind of activity and 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, 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; (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 adjust 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; (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. Subject to the provisions of Section 5.3, the (1) The Managing Member shall manage for, and in the business name and on behalf of the Company, is hereby authorized: (i) 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 shall have the Property or any portion thereof.; (ii) 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; (iii) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and the Property; (iv) 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 rights foregoing and powers which any matters incident thereto as the Managing Member may be possessed by managing members under the Act including, without limitation, the right and power to:deem advisable or appropriate; (av) acquire by purchase▇▇▇ and be sued, lease or otherwise any real or personal property which may be necessary, convenient, or incidental to complain and defend in the accomplishment name of the purposes and on behalf of the Company; (bvi) deal in any Company assets, whether real property or personal property; (c) to operate, maintain, finance, improveapprove, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate and any or personal property necessary, convenient, convenient or incidental to the accomplishment of the purposes of the Company; (d) 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 Articles of Organization in accordance with the terms of the Agreement pursuant to any power of attorney granted by the Members to the Managing Member; (evii) 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; (fviii) execute, in furtherance of any or 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; (g) 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; (hix) care for and distribute funds to the Members Managing Member by way of cash, income, return of capital capital, or otherwise, all in accordance with the provisions of this Agreement; , and to perform all matters in furtherance of the objectives of the Company or this Agreement (i) appoint officers and agents of the Company and delegate to such Persons authority granted to the Managing Member hereunder; (jx) contract on behalf purchase from or through others contract, liability, casualty or other insurance for the protection of the Company for the employment and services of employees and/or independent contractors, such as lawyers, accountants, and Members, and delegate to such Persons the duty to manage properties or supervise any of the assets or operations affairs of the Company, and enter into agreements with respect or the Managing Member, or for any purpose convenient or beneficial to their activities on behalf of the Company; (kxi) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or the 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 Property and the Company; (xii) to 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; (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) qualified to adjust the basis of Property pursuant to Code Sections 754, 734(b), and 743(b), or comparable provisions of state or local law, in connection do business. Any person dealing with transfers of Interests and Company distributions; (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 MembersManaging Member may rely upon a certificate signed by the Managing Member with respect to one or more of the following: a) the identity of any Managing Member hereof; (nb) take, the existence or refrain from taking, all actions, not expressly proscribed non-existence of any fact or limited facts which constitute a condition precedent to acts by this Agreement as may be necessary a Managing Member or appropriate in any other manner germane to accomplish the purposes affairs of the Company; (oc) institute, prosecute, defend, settle, compromise, the persons who are authorized to execute and dismiss lawsuits deliver any instrument or other judicial document of the Company; or d) any act or administrative proceedings brought on or in behalf of, or against failure to act by the Company or as to any other matter whatsoever involving the Members in connection with activities arising out of, connected with, Company 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 CompanyMember.