Certain Powers of Managers Sample Clauses

Certain Powers of Managers. (a) Without limiting the generality of Section 6.1, the Manager shall, subject to the restrictions contained in Section 6.4, have power and authority, on behalf of the Company: (i) To acquire property from any Person as the Manager 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 Manager from dealing with that Person); (ii) To borrow money for the Company from banks, other lending institutions, the Manager, the 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, provided, that 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; (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 limited to) in time deposits, short-term governmental obligations, commercial paper, or other investments; (vi) Upon the consent of a Majority of Members, 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 prior consent of a Majority of 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; (vii) To create any class of additional Common Membership Interests or Preferred Membership Interests; (viii) 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; deeds; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instru...

Certain Powers of Managers. Without limiting the generality of the provisions set forth in Section 2.1 above, the Managers shall have the power to act on behalf of the Company: (a) To enter into and execute, on behalf of the Company, all agreements, contracts, instruments and related documents in connection with the Company's business, on such terms as the Managers, in their reasonable discretion, deem to be in the best interests of the Company. (b) To carry out the business of the Company. (c) To acquire and enter into, on behalf of the Company, any contract of insurance, which the Managers reasonably deem necessary and proper for the protection of the Company, for the conservation of its property, or for any purpose beneficial to the Company. (d) To employ persons (including affiliates of any Manager, subject to the restrictions on compensation to such affiliates set forth in this Agreement) in the operation of the Company, on such terms and for such compensation as the Managers shall reasonably determine. (e) To employ attorneys, accountants, consultants, brokers, and other outside entities or individuals (including affiliates of any Manager, subject to the restrictions on compensation to such affiliates set forth in this Agreement) on behalf of the Company. (f) To pay, collect, compromise, arbitrate, resort to legal action for or otherwise adjust claims or demands of or against the Company. (g) To sell assets to another investor as well as maintain servicing and/or obtain other incentives as deemed in the best interest of the company.

Certain Powers of Managers. Without limiting the generality of Section 12.1, the Managers shall have the power and authority, upon the unanimous agreement of all Managers, on behalf of the Company: 12.4.1 To cause the Company to develop the Project in accordance with the Plans and Specifications without any material deviation therefrom; 12.4.2 To purchase liability and other insurance to protect the Company's Property and business; 12.4.3 To hold and own any and all Company Property on behalf of and in the name of the Company; 12.4.4 To invest any Company funds temporarily in time deposits with federally insured financial institutions or short-term United States governmental obligations; 12.4.5 Subject to the provisions of this Agreement, to employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; and 12.4.6 To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's ordinary course of business. Unless authorized to do so by this Agreement or by the Managers of the Company, no Member, agent, or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. However, the Managers may act by a duly authorized attorney-in-fact.

Certain Powers of Managers. 8 Section 4.5 Limitation on Powers of Managers....................... 9 Section 4.6

Certain Powers of Managers. Without limiting the generality of Section 5.1,5.1 but subject to the powers reserved to the Member pursuant to Section 4.6, the Managers shall have power and authority, on behalf of the Company:

Certain Powers of Managers. (a) Without limiting the generality of Section 5.01, upon the affirmative vote of Managers associated with a Series, the Managers associated with such Series shall have power and authority, on behalf of such Series: (i) To acquire property from any Person as the Managers associated with such Series may determine, whether such Person is directly or indirectly affiliated or connected with any Member; (ii) To borrow money for such Series from banks, other lending institutions, any Voting Member (associated with such Series or otherwise), or affiliates of any Voting Member (associated with such Series or otherwise), on such terms as the Managers associated with such Series deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of such Series to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of any Series except by the Managers associated with such Series, or, to the extent permitted under the Act and this Agreement, by agents or employees associated with such Series or the Managers associated with such Series expressly authorized by the Managers associated with such Series to contract such debt or incur such liability; (iii) To purchase liability and other insurance to protect the property and business or the Company or Series; (iv) To hold and own such real and personal properties in the name of the Company or such Series, as appropriate; (v) To invest funds of such Series in time deposits, short-term governmental obligations, commercial paper or other investments; (vi) Upon the affirmative vote of Managers associated with such Series to sell or otherwise dispose of all or substantially all of the assets of such Series as part of a single transaction or plan if such disposition is not in violation of or a cause of a default under any other agreement to which such Series or the Company may be bound; (vii) To execute on behalf of such Series 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 such Series’ property; assignments; bills of sale; leases; and any other instruments or documents necessary, appropriate, convenient, advisable or incidental to the business of such Series; (viii) To employ accountants, legal counsel, managing agents or o...

Certain Powers of Managers. Without limiting the generality of Section 12.1, the Managers shall have the power and authority, upon the unanimous agreement of all Managers, on behalf of the Company: 12.4.1 To cause the Company to develop the Project in accordance with the Plans and Specifications; 12.4.2 To purchase liability and other insurance to protect the Company's Property and business; 12.4.3 To hold and own any and all Company Property on behalf of and in the name of the Company; 12.4.4 To invest any Company funds temporarily in time deposits with federally insured financial institutions or short-term United States governmental obligations; 12.4.5 Subject to the provisions of this Agreement, to employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; and 12.4.6 To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's ordinary course of business. Unless authorized to do so by this Agreement or by the Managers of the Company, no Member, agent, or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose. However, the Managers may act by a duly authorized attorney-in-fact.

Certain Powers of Managers. Without limiting the generality of Section 5.1, the Managers shall have power and authority on behalf of the Company or any Managed Entity: (a) To acquire property from any Person as the Managers may determine. The fact that any 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 from banks, other lending institutions, the Members, or affiliates of the 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 or, in the case of borrowing by a Managed Entity, assets of the Managed Entity, to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company or any Managed Entity except by a Manager, or to the extent permitted under the Georgia Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by a Manager. (c) To purchase liability and other insurance to protect the Company's and Managed Entities' properties and business. (d) To hold and own real and/or personal properties in the name of the Company or the Managed Entities, as the case may be. (e) To invest any Company or Managed Entity funds temporarily in checking accounts, time deposits, money market accounts or short-term governmental obligations. (f) To execute (or to authorize any Member to execute) on behalf of the Company or a Managed Entity all instruments and documents, including, without limitation, all documents and instruments for the Company contemplated by or in connection with the Company's ownership of interests in Managed Entities, checks; drafts; notes and other negotiable instruments; deeds to secure

Certain Powers of Managers. 38 12.5 Member Approval of Certain Acts...................... 39 12.6