Certain Powers of Manager Clause Samples

Certain Powers of Manager. 15 5.4 Limitation on Manager's Authority....................................................................... 16 5.5 Veto Rights of the PCA Group............................................................................ 17 5.6

Certain Powers of Manager. Except for the powers retained by the Members enumerated in Section 7.07 below and those delegated to the Developer pursuant to the Development Agreement, the Managers shall have power and authority, on behalf of the Company or in the Company’s capacity as a member of Owner, as applicable: a. To purchase liability and other insurance to protect employees, officers, property and business.

Certain Powers of Manager. Without limiting the generality of Section 9.1, the Manager shall have power and authority, on behalf of the Company: (a) To acquire property from any Person as the Manager may determine, whether or not such Person is directly or indirectly affiliated or connected with any Manager or Member; (b) To borrow money for the Company from banks, other lending institutions, the Manager, Members, or Affiliates of the Manager or Members on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager. Any borrowing of monies from the Manager or its Affiliates shall be at the greater of the announced prime rate of interest (as set forth in the Wall Street Journal) plus three percent (3%), or the Manager' cost of borrowing funds. (c) To purchase liability and other insurance to protect the Company's property and business. (d) To hold and own Company Property in the name of the Company. (e) To invest Company funds in bank certificates of deposit or money market funds which invest solely in U.S. government securities. (f) To sell or otherwise Dispose of all or substantially all of the assets of the Company as part of a single transaction or plan as long as such Disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound; (g) To execute on behalf of the Company all instruments and documents, including, without limitation, checks, drafts; notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or Disposition of Company Property, assignments, bills of sale; leases, and any other documents or instruments necessary to the business of the Company. (h) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company. (i) To enter into employment or other compensation agreements with all persons or entities providing services to or for the benefit of the Company, including the Manager and its Affiliates. (j) To enter into any and all other agreements on behalf of the Company, in ...

Certain Powers of Manager. Without limiting the generality of Section 5.1, the Managers shall have the power and authority, on behalf of the Company: (a) To acquire property from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person; (b) To borrow money for the Company from banks, other lending institutions, the Managers, Members, or affiliates of the Managers or Members on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers, or to the extent permitted under the Colorado Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers; (c) To purchase liability and other insurance to protect the Company’s property and business; (d) To hold and own any Company real and/or personal properties in the name of the Company; (e) To invest any Company funds temporarily (by way of example but not limitation, in time deposits, short-term governmental obligations, commercial paper or other investments); (f) Upon the affirmative vote of the Members holding at least a Super Majority Interest, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound; provided however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company’s assets in the ordinary course of the Company’s business; (g) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; assignments; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the Managers, to the business of the Company; (h) To employ accountants, legal counsel, managing ...

Certain Powers of Manager. (a) Without limiting the generality of Section 5.1, the Managers shall have power and authority, on behalf of the Company: (i) To acquire property from any Person as the Managers may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person; (ii) To borrow money for the Company from banks, other lending institutions, the Managers, Members, or Affiliates of the Managers or Members on such terms as the Manager deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers, or to the employees of the Company expressly authorized to contract such debt or incur such liability by the Managers; (iii) To purchase liability and other insurance to protect the Company's property and business; (iv) To hold and own any Company real and/or personal properties in the name of the Company; (v) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (vi) Upon the affirmative vote of the Members holding at least two-thirds of all Capital Interests, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company's assets in the ordinary course of the Company' S business;

Certain Powers of Manager. Without limiting the generality of Section 8.1, the Manager shall have power and authority, on behalf of the Company, without any approval of the Members (unless otherwise indicated): (a) to acquire any real property from any Person as the Manager may determine. The fact that a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Manager from dealing with that Person; (b) to identify and negotiate financing terms in connection with the Company’s business and to borrow money for the Company from banks, other lending institutions, the Members, or Affiliates of the Members on such terms as the Manager deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; (c) to purchase liability and other insurance to protect the Company’s property and business; (d) to hold and own any Company real and/or personal properties in the name of the Company; (e) to invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (f) to sell the Company Assets or any interest therein or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan or merge with or be converted into another entity or effect an exchange of interests; (g) to employ or engage mortgage brokers, loan servicing companies, accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; provided, however, that, where any such service provider is Affiliated with the Manager or any of its members, the terms of such employment or engagement are comparable to those generally available from unrelated service providers for the same services; (h) to execute on behalf of the Company all agreements, instruments and documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company; (i) to negotiate and enter into any and all loan documentation relating to the Com...

Certain Powers of Manager. 16 9.4 Manager Has No Exclusive Duty to Company....................................... 17 9.5 Standard of Care............................................................... 17 9.6

Certain Powers of Manager. Without limiting the generality of Section 6.03, the Manager shall have the power and authority, on behalf of the Company: (a) To acquire property from any Person as the Manager may determine, whether or not such Person is directly or indirectly affiliated or connected with any Manager or Member; (b) To purchase liability and other insurance to protect the Company’s property and business;

Certain Powers of Manager. 10 5.7 Restrictions on Authority of the Manager(s). . . . . . . . . . .11 5.8