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 instruments or documents necessary, in the opinion of the Manager, to the business of the Company; (ix) To employ accountants, legal counsel, managing agents, management companies, or other experts to perform services for the Company and to compensate them from Company funds; (x) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve; and (xi) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. Unless authorized to do so by this Operating Agreement or by the Manager of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable for any purpose. The Members shall not have any power or authority to bind the Company unless the Members have been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting the generality of Section 6.18.1, the each Manager shall, subject to the restrictions contained in Section 6.4, shall have power and authority, authority on behalf of the Company:
(i) To acquire property, except that any acquisition of 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 Related Person shall not prohibit the Manager from dealing with that Person)be on any less favorable terms than such acquisition would be if it were on an arm’s length transaction;
(ii) To borrow money for the Company from banks, other lending institutions, the ManagerMember, the Members, or subdivisions or affiliates of the Manager or Members on such terms as the Manager deems appropriate, Member and in connection therewith, to mortgage, hypothecate, encumber, 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 businessbusiness in accordance with general commercial practices;
(iv) To hold and own any Company real and/or personal properties in the name of the Company;
(v) To make expenditures in accordance with the Budget, provided that any deviations in any line item, or overall budget, exceeding five percent (5%) shall require the consent of the Member;
(vi) To invest any Company funds temporarily (by way of example but not limited tolimitation) in time deposits, short-short term governmental obligations, commercial paper, paper or other investments;
(vivii) Upon the prior written consent of a Majority of Membersthe Member, 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 Interestsplan;
(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, mortgage or disposition in the ordinary course of business of the Company’s property; assignments; deeds; bills of sale; leases; partnership agreements, ; operating agreements of other limited liability companies; and any other instruments or documents necessarynecessary or appropriate, in the opinion of the ManagerManagers, to the business of the Company, in each case subject to the other limitations contained in this Operating Agreement;
(ix) To employ accountants, legal counsel, managing agents, management companies, agents or other experts to perform services for the Company and to compensate them from Company funds;
(x) To Subject to oversight by the Member as provided herein, to enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager Managers may approve; and
(xi) To do and perform all such other acts as may be necessary or appropriate to the conduct of the Company’s business. Unless authorized to so do so by this Operating Agreement or by the Manager consent of the CompanyMember, and subject to any consent required by any other provision of this Operating Agreement, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable for any purpose. The Members No Member of the Tribe as such shall not have any power or authority to bind the Company unless the Members have been Member has authorized by the Manager such person to act as an agent of the Company in accordance with the previous sentence. A Manager need not be a member of the Tribe.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting the generality of Section 6.15.1, the Manager shall, and subject to the restrictions contained in requirements of Section 6.47 for approval by a Majority Vote and to any other provision of this Agreement establishing greater requirements, the Managers shall have power and authority, on behalf of the Company:
(i) A. To acquire property from any Person as the Manager 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 Manager from dealing with that Person);determine.
(ii) B. To borrow money money, including guaranteeing the borrowing of 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 Managers deem appropriate, and in connection therewith, to hypothecate, encumber, encumber and grant security interests in the assets of the Company Company, to secure repayment of the borrowed sums, provided, that no . No debt shall be contracted or liability incurred by or on behalf of the Company except by the ManagerManagers, or to the extent permitted under the Delaware Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager;Managers.
(iii) C. To purchase liability and other insurance to protect the Company’s property and business;.
(iv) D. To hold and own any Company real and/or personal properties in the name of the Company;.
(v) E. To invest any Company funds temporarily (by way of example but and not limited tolimitation) in time deposits, short-term governmental obligations, commercial paper, 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) F. To execute on an 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, 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 instruments or documents necessary, in the opinion of the ManagerManagers, to the business of the Company;.
(ix) G. To employ accountants, legal counsel, managing agents, management companies, agents or other experts to perform services for the Company and to compensate them from Company funds;.
(x) H. To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager Managers may approve; and.
(xiI. Notwithstanding Section 5.3(F) to designate a bank as depository for Company funds and to authorize the execution of such resolutions as said depository bank may reasonably require designating such person or persons whose signatures shall be required on any checks, drafts, notes, bonds or other instruments withdrawing funds from or incurring obligations to such depository bank and covering related matters.
J. To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. Unless authorized to do so by this Operating Agreement or by the Manager Managers of the Company, no officer, attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable pecuniary for any purpose. The Members shall not have any power or authority to bind the Company unless the Members have been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Cooke Bros Holdings LTD)
Certain Powers of Managers. (a) Without limiting the generality of Section 6.14.1, the Manager shall, subject to the restrictions contained in Section 6.4, Managers shall have power and authority, on behalf of the Company:
(ia) To to acquire property from any Person as the Manager Managers may determine (the fact that a Manager determine, whether or a Member not such Person is directly or indirectly affiliated or connected with any such Person Manager or Member, provided that in the case of an acquisition involving an interested party, the purchase price shall not prohibit the Manager from dealing with that Person)reflect an arms-length value;
(iib) To to borrow money for the Company from banks, other lending institutions, the ManagerManagers, the Members, Members or affiliates of the Manager Managers or Members on such terms as the Manager deems managers deem appropriate, and in connection therewiththerewith to mortgage, to pledge, hypothecate, encumber, 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;
(iiic) To to purchase liability and other insurance to protect the Company’s 's property and business;
(ivd) To to hold and own any Company real and/or and personal properties in the name of the Company;
(ve) To 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;
(vif) Upon upon the consent affirmative vote of the Members holding at least seventy-five per cent (75%) of all Percentage Interests (a “Super-Majority of MembersInterest”), 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 as long as such disposition is not in violation of or a cause of a causes any 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;
(viig) To create any class of additional Common Membership Interests or Preferred Membership Interests;
(viii) To to execute on behalf of the Company all instruments and documents, including, without limitation: checks, checks; drafts; notes and other negotiable instruments, mortgages or deeds of trust; , security agreements; , financing statements; , documents providing for the acquisition, mortgage, mortgage or disposition of the Company’s 's property; , assignments; deeds; , bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; leases and any other instruments or documents necessary, in the opinion of the Manager, necessary to the business of the Company;
(ixh) To to employ accountants, legal counsel, managing agents, management companies, or other experts to perform services for the Company and to compensate them from Company fundsCompany;
(xi) To to enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, Company in such forms as the Manager Managers may approve; and
(xij) To to do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s 's business. Unless authorized to do so by this Operating Agreement or by the Manager of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable for any purpose. The Members shall not have any power or authority to bind the Company unless the Members have been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Sources: Operating Agreement
Certain Powers of Managers. (a) Without limiting the generality of Section 6.1Subject to Sections 5.04 and 7.07 below, the either Manager shall, subject to the restrictions contained in Section 6.4, shall have power and authority, on behalf of the Company or in the Company's capacity as a member of Borrower and/or as a Co-Tenant, as applicable:
(ia) To cause Borrower to acquire property from any Person as the Manager may determine (Property and to construct and develop 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);Project.
(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;
(vb) To invest any Company funds temporarily (by way of example but not limited tolimitation) in time deposits, short-term governmental obligations, commercial paper, or other investments;, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement).
(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;
(viiic) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage, mortgage or disposition of the Company’s 's or Borrower's property; assignments; deeds; 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 ManagerManagers, to the business of the Company;.
(ixd) To purchase liability and other insurance to protect employees, officers, property and business.
(e) Subject to Section 5.14, to employ accountants, legal counselengineers, architects, surveyors, attorneys, managing agents, management companiesleasing agents, or and other experts to perform services for the Company and to compensate them from Company funds;.
(xf) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager Managers may approve; and, including but not limited to the Trust Agreement and the TIC Agreement.
(xig) To create offices and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have such authority and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers.
(h) To the extent permissible in connection with the Loan, to borrow money for the Company from banks, other lending institutions, 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, by agents or employees of the Company expressly authorized by the Managers to contract such debts or incur such liability by the Managers.
(i) To cause Borrower to subdivide the Property, or portions thereof.
(j) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s 's business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement. Unless authorized to do so by this Operating Agreement or by the Manager of the CompanyManagers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable pecuniary for any purpose. The Members No Member shall not have any power or authority to bind the Company unless the Members have Member has been authorized by the Manager Managers or Members to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Sources: Operating Agreement (Bluerock Residential Growth REIT, Inc.)
Certain Powers of Managers. (a) Without limiting the generality of Section 6.15.1, the Manager shall, subject to the restrictions contained in Section 6.4, Managers shall have power and authority, as a group, on behalf of the CompanyCompany to:
(ia) To acquire Acquire property from any Person or Entity as the Manager Managers may determine (the determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person or Entity shall not prohibit the Manager Managers from dealing with that Person)Person or Entity;
(iib) To borrow Borrow money for the Company from banks, other lending institutions, the ManagerMembers, affiliates of the Members, or affiliates of the Manager or Members any other Person, on such terms as the Manager deems they deem appropriate, and in connection therewith, to hypothecate, encumber, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. Except as otherwise provided in the Missouri Act, 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 ManagerCompany's Managers;
(iiic) To purchase Purchase liability and other insurance to protect the Company’s 's property and business;
(ivd) To hold Hold and own any Company real and/or personal properties in the name of the Company;
(ve) To invest Invest any Company funds temporarily (by way of example but not limited tolimitation) in time deposits, short-term governmental obligations, commercial paper, paper or other investments;
(vif) Upon the consent affirmative vote of a Majority the Members holding at least two-thirds of Membersall Membership Interests in the Company, to sell or otherwise dispose of all or substantially all of the assets of the Company 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 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;
(viig) To create any class of additional Common Membership Interests or Preferred Membership Interests;
(viii) To execute 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, mortgage or disposition of the Company’s 's property; , assignments; deeds; , bills of sale; , leases; , partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the tbe opinion of the ManagerManagers, to the business of the Company;
(ixh) To employ Employ accountants, legal counsel, managing agents, management companies, agents or other experts experts-to perform services for the Company and to compensate them from Company company funds;
(xi) To enter Enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager Managers may approve; and
(xij) To do Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s 's business. Unless expressly authorized to do so by this Operating operating Agreement or by a majority of the Manager Members or by a majority of the Managers of the Company, no attorney-in-factMember, Manager, agent, or employee or other agent of the Company shall have any power or authority to bind the Company company in any way, to pledge its credit or to render it financially liable pecuniarily for any purpose. The Members shall not have any power or authority to bind the Company unless the Members have been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting Except as otherwise required pursuant to this Operating Agreement or by nonwaivable provisions of the generality Act, including, without limitation, the provisions of Section 6.14.5 hereof, the Manager shall, subject to Managers shall have the restrictions contained in Section 6.4, have power and authority, on behalf of the Company:
(ia) To acquire property Property from any Person as and to hold and own Property in the Manager may determine (name of 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)Company;
(iib) 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;
(c) To dispose of the Company's Property in the ordinary course of the Company's business;
(d) To borrow money for the Company from banks, other lending institutions, the ManagerManagers, the Members, or affiliates any Affiliate of the Manager Managers or Members on such terms as the Manager deems Managers deem appropriate, and in connection therewith, to hypothecate, encumber, encumber and grant security interests in the assets Property of the Company to secure repayment of the borrowed sums, provided, that no . No debt shall be contracted or liability incurred by or on behalf of the Company except as authorized by the ManagerManagers, 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 ManagerManagers;
(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;
(viiie) 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, mortgage or disposition of the Company’s property; 's Property, assignments; deeds; , 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 Manager, necessary to the business of the Company;
(ixf) To purchase liability and other insurance to protect the Company's Property and business;
(g) To employ accountants, legal counsel, managing agents, management companies, agents or other experts to perform services for the Company and to compensate them from Company funds;
(xh) To enter into any and all other agreements on behalf of the Company, Company with any other Person for any purpose, in such forms as the Manager may approve; and
(xii) To do and perform any and all other acts as may be necessary or appropriate to the conduct of the Company’s 's business. Unless authorized to do so by this Operating Agreement or by the Manager Managers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable pecuniarily for any purpose. The Members No Member or Manager shall not have any power or authority to bind the Company unless the Members have Member or Manager has been authorized by the Manager Managers to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting the generality of Section 6.18.01, the Manager shall, subject unless expressly provided to the restrictions contained contrary herein (including without limitation in Section 6.43.01 above), any Manager shall have power and authority, upon unanimous decision of all of the Managers at such times as more than one Manager has been appointed, on behalf of the Company:
(ia) To acquire property from any Person as the Manager may determine (Property and discharge all of the Acquisition Costs. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Manager Managers from dealing with that Person, but any Acquisition Costs payable to affiliated entities must be approved by SRT (SRT acknowledges that an affiliate of Manager has funded deposits totaling $600,000 and approves reimbursement of these deposits and any additional deposits that may be paid prior to acquisition. Also, reasonable payments to Willco for legal services for the PSA, loan, and acquisition are approved);
(iib) 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 it deems appropriate, and in connection therewith, to hypothecate, encumber, and grant security interests . Except as otherwise provided in the assets of the Company to secure repayment of the borrowed sumsAct, provided, that no debt shall be contracted or liability incurred by or on behalf of the Company except by the ManagerCompany’s Managers, or to the extent permitted under the Act, by agents or employees and in no event shall any Member have any liability for repayment of the Company expressly authorized to contract such debt or incur such liability any loans obtained by the ManagerCompany;
(iiic) To hypothecate, encumber and grant security interests in the assets of the Company;
(d) To purchase liability and other insurance to protect the Company’s property Property and business;
(ive) To hold and own any Company real and/or personal properties and all of the Company’s Property on behalf of and in the name of the Company;
(vf) To invest any Company funds temporarily (by way of example but not limited tolimitation) in time deposits, short-term governmental obligations, commercial paper, paper or other investment grade investments;
(vig) 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[intentionally omitted];
(viih) To create any class Except as otherwise provided in Sections 3.01 and 10.09 of additional Common Membership Interests or Preferred Membership Interests;
(viii) To this Agreement, 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, mortgage or disposition of the Company’s property; , assignments; deeds; , bills of sale; , leases; partnership , operating agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the ManagerManagers, to the business of the Company;
(ixi) To employ accountants, legal counsel, managing agents, management companies, agents or other experts to perform services for the Company and to compensate them from Company funds;
(xj) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager Managers may approve; and
(xik) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. Unless authorized to do so by this Operating Agreement or by the Manager Managers of the Company, no attorney-in-fact, employee Member or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable pecuniarily for any purpose. The Members However, the Managers may act by a duly authorized attorney-in-fact. A Manager of the Company shall perform such Manager’s duties, including duties as a member of any committee upon which such Manager may serve, in good faith, in a manner such Manager reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Person who so performs such Person’s duties shall not have any power liability by reason of being or authority having been a Manager of the Company. In performing the duties of a Manager, a Manager shall be entitled to bind rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in Subsections (a), (b) and (c) of this Section 8.04 unless such Manager has knowledge concerning the Company unless the Members have been authorized by the Manager matter in question that would cause such reliance to act as an agent be unwarranted:
(l) one or more of the Company whom the Manager reasonably believes to be reliable and competent in the matters presented;
(m) counsel, public accountants, or other persons as to matters that the Manager reasonably believes to be within such persons’ professional or expert competence; or
(n) a committee, upon which such Manager does not serve, duly designated in accordance with the previous sentenceprovisions of this Operating Agreement, as to matters within its designated authority, which committee the Manager reasonably believes to merit confidence. A Manager does not, in any way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. A Manager shall not be responsible to any Members because of a loss of their investment in the Company or a loss in the operations of the Company, unless the loss shall have been the result of the Manager not acting in good faith as provided in this Section. A Manager shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture. Managers shall be entitled to any other protection afforded to Managers under the Act.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting the generality of Section 6.15.1, the Manager shall, subject to the restrictions contained in Section 6.4, Managers shall have power and authority, authority on behalf of the Company:
(ia) To acquire property from any Person as the Manager 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 Manager from dealing with that Person);determine.
(iib) To borrow money for on behalf of the Company from banks, other lending institutions, the Managervendors, the Managers, Members, or affiliates of the Manager Managers or Members Members, or any other source of financing, on such terms as the Manager deems Managers deem appropriate, and in connection therewith, to mortgage, hypothecate, encumber, 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;.
(iiic) To purchase liability and other insurance to protect the Company’s property 's property, business, employees, officers, and businessthe Manager or for any other purpose;
(ivd) To hold and own any Company real and/or personal properties in the name of the Company;
(ve) To invest any Company funds temporarily (by way of example but not limited tolimitation) in time deposits, short-term governmental obligations, commercial paper, or other investments;
(vif) Upon the affirmative vote or written consent Members holding at least 65% of a Majority of Membersall Company 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 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 businessplan;
(vii) To create any class of additional Common Membership Interests or Preferred Membership Interests;
(viiig) 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, mortgage or disposition of the Company’s 's property; assignments; deeds; bills of sale; leases; partnership agreements, operating agreements of other limited liability companies; and any other instruments or documents necessarynecessary or appropriate, in the opinion of the ManagerManagers, to the business of the Company;
(ixh) To employ accountants, legal counsel, managing agents, management companies, agents or other experts and consultants to perform services for the Company and to compensate them from Company funds;
(xi) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager Managers may approve; and
(xij) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s 's business. Unless authorized to so do so by this Operating Agreement or by the Manager written authorization of the CompanyManager, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit credit, or to render it financially liable for any purpose. The Members No Member (other than a Member who is also a Manager) shall not have any power or authority to bind the Company unless the Members have Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting the generality of Section 6.13.01, the Manager shall, subject to the restrictions contained in Section 6.4, Managers shall have power and authority, on behalf of the Company:
(i) To acquire property assets from any Person as the Manager Managers may determine (the 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 Managers from dealing with that Person), provided that any transaction with an affiliated or connected Person shall be on terms no less favorable to the Company than a similar transaction with a disinterested third party;
(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 they 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. A loan acquired from the Members or affiliates of the Members shall be on terms no less favorable to the Company than a similar loan that the Company could obtain from a disinterested, provided, that no third-party lender. No debt or other obligation 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 businessof the Company;
(iv) To hold and own any Company real and/or or personal properties property in the name of the Companyname;
(v) To invest any Company funds temporarily (by way of example but not limited tolimitation) in time deposits, short-term governmental obligations, commercial paper, or other investments;
(vi) Upon the consent of a Majority of Members, to 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; assets, assignments; deeds; 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 Manager, Manager to the business of the Company;
(ixviii) To employ and dismiss from employment employees, agents, brokers, accountants, legal counsel, managing agents, management companies, or other experts to perform services for the Company and to compensate them from Company funds;
(ix) To make an assignment for the benefit of creditors of the Company, file a voluntary petition in bankruptcy, or appoint a receiver for the Company;
(x) To enter into any and all other agreements on behalf of the Company, Company with any other Person or entity for any purpose, purpose in such forms as the Manager may approve;
(xi) To institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought by or on behalf of or against the Company; and
(xixii) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. Unless authorized to do so by this Operating Agreement or by the Manager of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable for any purpose. The Members shall not have any power or authority to bind the Company unless the Members have been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting the generality of Section 6.18.01, the Manager shall, subject unless expressly provided to the restrictions contained contrary herein (including without limitation in Section 6.43.01 above), any Manager shall have power and authority, upon unanimous decision of all of the Managers at such times as more than one Manager has been appointed, on behalf of the Company:
(ia) To acquire property from any Person as the Manager may determine (Property and discharge all of the Acquisition Costs. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Manager Managers from dealing with that Person), but any Acquisition Costs payable to affiliated entities must be approved by SRT;
(iib) 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 it deems appropriate, and in connection therewith, to hypothecate, encumber, and grant security interests . Except as otherwise provided in the assets of the Company to secure repayment of the borrowed sumsAct, provided, that no debt shall be contracted or liability incurred by or on behalf of the Company except by the ManagerCompany’s Managers, or to the extent permitted under the Act, by agents or employees and in no event shall any Member have any liability for repayment of the Company expressly authorized to contract such debt or incur such liability any loans obtained by the ManagerCompany;
(iiic) To hypothecate, encumber and grant security interests in the assets of the Company;
(d) To purchase liability and other insurance to protect the Company’s property Property and business;
(ive) To hold and own any Company real and/or personal properties and all of the Company’s Property on behalf of and in the name of the Company;
(vf) To invest any Company funds temporarily (by way of example but not limited tolimitation) in time deposits, short-term governmental obligations, commercial paper, paper or other investment grade investments;
(vig) 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[intentionally omitted];
(viih) To create any class Except as otherwise provided in Sections 3.01 and 10.09 of additional Common Membership Interests or Preferred Membership Interests;
(viii) To this Agreement, 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, mortgage or disposition of the Company’s property; , assignments; deeds; , bills of sale; , leases; partnership , operating agreements, operating agreements of other limited liability companies; and any other instruments or documents necessary, in the opinion of the ManagerManagers, to the business of the Company;
(ixi) To employ accountants, legal counsel, managing agents, management companies, agents or other experts to perform services for the Company and to compensate them from Company funds;
(xj) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager Managers may approve; and
(xik) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. Unless authorized to do so by this Operating Agreement or by the Manager Managers of the Company, no attorney-in-fact, employee Member or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable pecuniarily for any purpose. The Members However, the Managers may act by a duly authorized attorney-in-fact.
s A Manager of the Company shall perform such Manager’s duties, including duties as a member of any committee upon which such Manager may serve, in good faith, in a manner such Manager reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. A Person who so performs such Person’s duties shall not have any power liability by reason of being or authority having been a Manager of the Company. In performing the duties of a Manager, a Manager shall be entitled to bind rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in Subsections (a), (b) and (c) of this Section 8.04 unless such Manager has knowledge concerning the Company unless the Members have been authorized by the Manager matter in question that would cause such reliance to act as an agent be unwarranted:
(l) one or more of the Company whom the Manager reasonably believes to be reliable and competent in the matters presented;
(m) counsel, public accountants, or other persons as to matters that the Manager reasonably believes to be within such persons’ professional or expert competence; or
(n) a committee, upon which such Manager does not serve, duly designated in accordance with the previous sentenceprovisions of this Operating Agreement, as to matters within its designated authority, which committee the Manager reasonably believes to merit confidence. A Manager does not, in any way, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. A Manager shall not be responsible to any Members because of a loss of their investment in the Company or a loss in the operations of the Company, unless the loss shall have been the result of the Manager not acting in good faith as provided in this Section. A Manager shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture. Managers shall be entitled to any other protection afforded to Managers under the Act.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting the generality of Section 6.15.01, the Manager shall, subject to the restrictions contained in Section 6.4, Managers shall have power and authority, on behalf of the Company:
(ia) To acquire property from any Person as the Manager Managers may determine (the 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 Managers from dealing with that Person);
(iib) To borrow money for the Company from banks, other lending institutions, the ManagerManagers, the Members, or affiliates of the Manager Managers or Members on such terms as the Manager deems Managers deem appropriate, and in connection therewith, to hypothecate, encumber, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums, provided, that no . No debt shall be contracted or liability incurred by or on behalf of the Company except by the ManagerManagers, 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 ManagerManagers;
(iiic) To purchase liability and other insurance to protect the Company’s 's property and business;
(ivd) To hold and own any Company real and/or personal properties in the name of the Company;
(ve) To invest any Company funds temporarily (by way of example but not limited tolimitation) in time deposits, short-term governmental obligations, commercial paper, paper or other investments;
(vif) Upon the consent affirmative vote of a Majority the Members holding at least two-thirds of Membersall Capital Interests, to sell or otherwise dispose of all or substantially all of the assets of the Company 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 affirmative vote of a Majority of the Members shall not be required with respect to any sale or disposition of the Company’s 's assets in the ordinary course of the Company’s 's business;
(vii) To create any class of additional Common Membership Interests or Preferred Membership Interests;
(viiig) 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, mortgage or disposition of the Company’s 's property; assignments; deeds; 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 ManagerManagers, to the business of the Company;
(ixh) To employ accountants, legal counsel, managing agents, management companies, agents or other experts to perform services for the Company and to compensate them from Company funds;
(xi) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager Managers may approve; and
(xij) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s 's business. Unless authorized to do so by this Operating Agreement or by the a Manager or Managers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable pecuniarily for any purpose. The Members No Member shall not have any power or authority to bind the Company unless the Members have Member has been authorized by the Manager Managers to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Sources: Operating Agreement (Nelnet Inc)
Certain Powers of Managers. (a) Without limiting the generality of Section 6.15.01 above or Section 2.03, the Manager shall, and subject to the restrictions contained limitations set forth in Section 6.45.07 below, the Board of Managers shall have power and authority, on behalf of the Company:
(ia) To to acquire property from any Person as by purchase, lease or otherwise, any real or personal property which may be necessary, convenient or incidental to the Manager may determine (accomplishment of the fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit purposes of the Manager from dealing with that Person)Company;
(iib) To to borrow money for the Company from banks, other lending institutions, the ManagerManagers, the Members, or affiliates Affiliates of the Manager Managers or Members on such terms as the Manager Members, by Majority Consent of the Members, 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 enter into, providedperform and carry out contracts of any kind necessary to, that no debt shall be contracted in connection with or liability incurred by incidental to, the accomplishment of the purposes of the Company, which contracts may extend beyond the term of the Company;
(d) to prepay in whole or on behalf in part, refinance, recast, increase, modify or extend any deed of trust, mortgage or other indebtedness of the Company, and, in connection therewith, to execute any extensions, renewals or modifications of such deeds of trust or mortgages;
(e) to employ or engage persons, firms or companies (including any Manager or Member or an Affiliate of any Manager or Member) for the operation, maintenance, marketing and financing of the Company except by the Manager, or and to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract pay reasonable compensation for such debt or incur such liability by the Managerservices;
(iiif) To to cause to be paid any and all taxes, charges and assessments that may be levied, assessed or imposed upon any assets of the Company;
(g) to purchase liability and other insurance to protect the Company’s 's property and business;
(ivh) To to hold and own any Company real and/or personal properties in the name of the Company;
(vi) To to invest any Company funds temporarily (by way of example but not limited tolimitation) in time deposits, short-term governmental obligations, commercial paper, or other investments;
(vij) Upon to employ accountants, legal counsel, managing agents, or other experts to perform services for the consent of a Majority of Members, Company and to compensate them from Company funds;
(k) 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 merge or consolidate 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 businessinto another Person;
(viil) To create any class of additional Common Membership Interests or Preferred Membership Interests;
(viii) To to execute on behalf of the Company all instruments and documents, including, without limitation, : checks; drafts; notes and other negotiable instruments; mortgages, mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, mortgage or disposition of the Company’s 's property; assignments; deeds; 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 ManagerBoard of Managers, to the business of the Company;
(ix) To employ accountants, legal counsel, managing agents, management companies, or other experts to perform services for the Company and to compensate them from Company funds;
(x) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager may approve; and
(xim) To do to engage in such other activities and perform all incur such other acts expenses as may be necessary reasonably necessary, advisable or appropriate to for the conduct furtherance of the Company’s business. Unless authorized 's purposes so long as such activities may be lawfully carried on or performed by a limited liability company under the Act, and to do so by this Operating Agreement or by execute, acknowledge and deliver any and all instruments necessary to implement the Manager of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable for any purpose. The Members shall not have any power or authority to bind the Company unless the Members have been authorized by the Manager to act as an agent of the Company in accordance with the previous sentenceforegoing.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting the generality of Section 6.17.1, the Manager shall, subject to the restrictions contained in Section 6.4, Managers shall have power and authority, as a group, on behalf of the Company:
(i) To acquire property from any Person or Entity as the Manager Managers may determine (the determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person or Entity shall not prohibit the Manager Managers from dealing with that Person)Person or Entity;
(ii) To borrow money for the Company from banks, other lending institutions, the Manager, the Members, or affiliates Affiliates of the Manager or Members on such terms as the Manager deems 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, provided, that no . No debt shall be contracted or liability incurred by or on behalf of the Company except by the ManagerManagers, 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 ManagerManagers;
(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 tolimitation) in time deposits, short-term governmental obligations, commercial paper, paper or other investments, and otherwise conduct the Company’s banking activities;
(vi) Upon the consent of a Majority of Members, to 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 affirmative vote of a Majority 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;
(vii) To create acquire all or substantially all of the assets of another business or entity, or to approve the merger of any class of additional Common Membership Interests other business or Preferred Membership Interests;entity into the Company.
(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, 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 instruments or documents necessary, in the opinion of the ManagerManagers, to the business of the Company;
(ix) To employ accountants, legal counsel, managing agents, management companies, agents or other experts to perform services for the Company and to compensate them from Company funds;
(x) To enter into any and all other agreements on behalf of the Company, with any other Person or Entity for any purpose, in such forms as the Manager Managers may approve;
(xi) To declare and pay distributions to the Members as described herein;
(xii) To issue additional Units of the Company for such consideration as the Managers deem to be reasonable, subject to any requirements set forth in SECTION 9 and SECTION 10; and
(xixiii) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. .
(b) Unless authorized to do so by this Operating Agreement or by the a Manager of the Company, no attorney-in-fact, employee employee, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable pecuniarily for any purpose. The Members No Member shall not have any power or authority to bind the Company unless the Members have Member has been authorized by the Manager Managers to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Sources: Operating Agreement
Certain Powers of Managers. (a) Without limiting the generality of Section 6.18.1, the Manager shall, subject to the restrictions contained in Section 6.4, Managers shall have power and authority, authority on behalf of the Company:
(ia) To Upon the unanimous vote or written consent of the Board of Managers, to acquire property from any Person as the Manager may determine (the fact Person, except that any acquisition of property from a Manager or a Member is directly or indirectly affiliated or connected with any such Related Person shall not prohibit the Manager from dealing with that Person)be on any less favorable terms than such acquisition would be if it were on an arm’s length transaction;
(iib) To Upon the unanimous vote or written consent of the Board of Managers, to borrow money for the Company from banks, other lending institutions, the Manager, the MembersMember, or affiliates of the Manager or Members on such terms as the Manager deems appropriate, Member and in connection therewith, to mortgage, hypothecate, encumber, 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;
(iiic) To purchase liability and other insurance to protect the Company’s property and businessbusiness in accordance with general commercial practices;
(ivd) To hold and own any Company real and/or personal properties in the name of the Company;
(ve) To invest any Company company funds temporarily (by way of example but not limited tolimitation) in time deposits, short-short term governmental obligations, commercial paper, paper or other investments;
(vif) Upon the unanimous vote or written consent of a Majority the Board of MembersManagers, 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 businessplan;
(viig) To create any class Upon the affirmative vote or written consent of additional Common Membership Interests or Preferred Membership Interests;
(viii) To the Board of Managers, to appoint officers of the Company 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, 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 instruments or documents necessary, in the opinion of the Manager, necessary or appropriate to the business of the Company, in each case subject to the other limitations contained in this Operating Agreement;
(ixh) To employ accountants, legal counsel, managing agents, management companies, agents or other experts to perform services for the Company and to compensate them from Company funds;
(xi) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Manager Member may approve; and
(xij) To do and perform all such other acts as may be necessary or appropriate to the conduct of the Company’s business. Unless authorized to so do so by this Operating Agreement or by the Manager written authorization of the CompanyMember, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable for any purpose. The Members shall not have any power or authority to bind the Company unless the Members have been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting Except as otherwise required pursuant to this Operating Agreement or by nonwaivable provisions of the generality Act, including, without limitation, the provisions of Section 6.14.5 hereof, the Manager shall, subject to Managers shall have the restrictions contained in Section 6.4, have power and authority, on behalf of the Company:
(ia) To acquire property Property from any Person as and to hold and own Property in the Manager may determine (name of 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)Company;
(iib) 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;
(c) To dispose of the Company's Property in the ordinary course of the Company's business;
(d) To borrow money for the Company from banks, other lending institutions, the ManagerManagers, the Members, or affiliates any Affiliate of the Manager Managers or Members on such terms as the Manager deems Managers deem appropriate, and in connection therewith, to hypothecate, encumber, encumber and grant security interests in the assets Property of the Company to secure repayment of the borrowed sums, provided, that no . No debt shall be contracted or liability incurred by or on behalf of the Company except as authorized by the ManagerManagers, 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 ManagerManagers;
(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;
(viiie) 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, mortgage or disposition of the 8 18 Company’s property; 's Property, assignments; deeds; , 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 Manager, necessary to the business of the Company;
(ixf) To purchase liability and other insurance to protect the Company's Property and business;
(g) To employ accountants, legal counsel, managing agents, management companies, agents or other experts to perform services for the Company and to compensate them from Company funds;
(xh) To enter into any and all other agreements on behalf of the Company, Company with any other Person for any purpose;
(i) To exercise the Company's rights in connection with any investment in any Organization, in including, without limitation, to exercise any voting rights arising from such forms as the Manager may approvean investment; and
(xij) To do and perform any and all other acts as may be necessary or appropriate to the conduct of the Company’s 's business. Unless authorized to do so by this Operating Agreement or by the Manager Managers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable pecuniarily for any purpose. The Members No Member or Manager shall not have any power or authority to bind the Company unless the Members have Member or Manager has been authorized by the Manager Managers to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting the generality of Section 6.15.01 above, and pursuant to majority consent of the Members, the Manager shall, subject to the restrictions contained in Section 6.4, Managers shall have power and authority, on behalf of the Company:
(i) a. To acquire property from any Person as the Manager may determine (the Person. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Manager Managers from dealing with that Person);
(ii) b. To enter into, make and perform contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company;
c. To collect funds due to the Company;
d. Make elections available to the Company under the IRC.
e. To borrow money for the Company from banks, other lending institutions, the ManagerMember Managers, the Members, or affiliates of the Manager Managers or Members on such terms as the Manager deems 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. However, provided, any debts in excess of Ten Thousand and No/Dollars ($10,000.00) that no will be secured by one or more assets of the Company shall require an affirmative vote of the Members holding at least a Majority Capital Interest. No debt shall be contracted or liability incurred by or on behalf of the Company except by the ManagerManagers, or to the extent permitted under the Florida Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the ManagerMembers;
(iii) f. To purchase liability and other insurance to protect the Company’s 's property and business;
(iv) g. To hold and own any Company real and/or personal properties in the name of the Company;
(v) h. To invest any Company funds temporarily (by way of example but not limited tolimitation) in time deposits, short-term governmental obligations, commercial paper, or other investments;
(vi) i. Upon the consent affirmative vote of the Members holding at least a Majority of MembersCapital Interest, to sell transfer 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 that 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 affirmative vote of a Majority of the Members shall not be required with respect to any sale or disposition of the Company’s 's assets in the ordinary course of the Company’s 's business;
(vii) To create any class j. Unless consent of additional Common Membership Interests or Preferred Membership Interests;
(viii) To the Members is required under the provisions this Operating Agreement, to execute on behalf of the Company all instruments and documents, including, without limitation, : checks; drafts; notes and other negotiable instruments; mortgages, mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, mortgage or disposition of the Company’s 's property; assignments; deeds; 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 ManagerManagers, to the business of the Company;
(ix) k. To employ accountantsfrom time to time persons, legal counselfirms or corporations for the operation and management of various aspects of the Company's business, including, without limitation, managing agents, management companiescontractors, subcontractors, architects, engineers, laborers, suppliers, accountants and attorneys on such terms and for such compensation as the Managers shall determine, notwithstanding the fact that the Managers or other experts to perform services for the Company and to compensate them from Company funds;any Member may have a financial interest in such firms or corporations.
(x) l. To enter into any and all other agreements agreement on behalf of the Company, with any other Person for any purpose, in such forms as the Manager Managers may approve; and;
(xi) m. To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business; and
n. To elect Officers of the Company. Unless authorized to do so by this Operating Agreement or by the Manager consent of the CompanyMembers holding at least a Majority Capital Interest, no attorney-in-fact, employee employee, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable pecuniarily for any purpose. The Members Unless serving as Manager, no Member shall not have any power or authority to bind the Company unless the Members have Member has been authorized by the Manager to act as an agent of the Company in accordance with the previous sentence.
Appears in 1 contract
Certain Powers of Managers. (a) Without limiting the generality of Section 6.1{5.1}, but subject to Sections {5.4, 5.5, 5.6 and 5.16}, the Manager shall, subject to Managers shall have the restrictions contained in Section 6.4, have power and authority, on behalf of the CompanyCompany and any other entity controlled by the Company (a “Controlled Subsidiary”), to:
(ia) To acquire property in the ordinary course of the Company’s business from any Person as the Manager may determine (the fact that a Manager including Members, Managers or a Member is directly or indirectly affiliated or connected with Affiliates of any such Person shall not prohibit the Manager from dealing with that Personthereof);
(iib) To borrow money for the Company from bankspurchase life, 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;
(ivc) To hold and own any Company real and/or personal properties establish bank accounts in the name of the Company and establish the identity of all signatories entitled to draw against such accounts for the benefit of the Company;
(vd) To employ, and fix the terms of employment and termination of employment of, employees of the Company (including Members or Affiliates of Members or Managers), and accountants, legal counsel and consultants for the Company (but not including Managers in their capacity as such);
(e) invest any Company funds temporarily (by way of example but not limited to) in time deposits, short-term governmental obligations, commercial paper, paper or other investmentssimilar investments or in any other capital asset or investment in the ordinary course;
(vif) 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, acquisition 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 instruments or documents necessary, in the opinion of the ManagerManagers, to the business of the CompanyCompany and relating to transactions that have been approved in accordance with this Agreement;
(ixg) To employ accountants, legal counsel, managing agents, management companies, or other experts to perform services borrow money for the Company and to compensate them in the ordinary course, on a secured or unsecured basis, from Company fundsbanks or any other Person (including Members, Managers or Affiliates of any thereof);
(xh) To enter into any and all other agreements on behalf of the Company, Company with any other Person (including Members, Managers or Affiliates of any thereof), for any purposepurpose in the ordinary course, in such forms as the Manager Managers may approve;
(i) institute, prosecute and defend legal, administrative or other suits or proceedings in the Company’s name;
(j) establish pension, benefit and incentive plans for any or all current or former Members, Managers, employees, and/or agents of the Company, on such terms and conditions as the Managers may approve, and make payments pursuant thereto; and
(xik) To do and perform any and all other lawful acts as may be necessary or appropriate to the conduct of the Company’s business. Unless authorized to do so by this Operating Agreement {Alternate provisions might distinguish between the areas of responsibility or by the Manager specify differing terms of the Companyservice and/or differing duties of different classes of Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it financially liable for any purpose. The Members shall not have any power or authority to bind the Company unless the Members have been authorized by the Manager to act as an agent of the Company in accordance with the previous sentenceif any.}
Appears in 1 contract
Sources: Operating Agreement