Common use of Continuing Authority Clause in Contracts

Continuing Authority. On termination of this Agreement under Section 12.1 or the deemed withdrawal of a Participant pursuant to Sections 5.2 and 6.4, the Manager shall have the power and authority, subject to control of the Management Committee, if any, to do all things on behalf of the Participants which are reasonably necessary or convenient to: (i) wind up Operations; and (ii) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Participants and the Venture, mortgage Assets, and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear, or are alleged to have, a common interest or a common liability.

Continuing Authority. On termination of this Agreement the Venture under Section 12.1 Sections 6.9, 11.1, 11.2 or 11.3, the Participant which was the Manager prior to such termination or withdrawal (or the deemed withdrawal other Participant in the event of a Participant pursuant to Sections 5.2 and 6.4, withdrawal by the Manager Manager) shall have the power and authority, subject to control of the Management Committee, if any, authority to do all things on behalf of the both Participants which are reasonably necessary or convenient to: (i) wind 11.8.1 wind-up Operations; and (ii) 11.8.2 complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the both Participants and the Venture, mortgage encumber Assets, and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear, appear or are alleged to have, a common interest or a common liability.

Continuing Authority. On termination of this Agreement under Section 12.1 the Venture or the deemed withdrawal of a Participant from the Venture or the withdrawal of a Participant pursuant to Sections 5.2 and 6.4, section 13.2 the Manager shall have the power and authority, subject to control of the Management Committee, if any, to do all things on behalf of the Participants which are reasonably necessary or convenient to: : (ia) wind up Operations; and and (iib) complete any transaction and satisfy any obligation, unfinished or unsatisfied, unsatisfied at the time of such termination or withdrawal, withdrawal if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Participants and the Venture, mortgage Assets, Assets and take any other reasonable action in any matter with respect to which the former Participants continue to have, have or appear, appear or are alleged to have, a common interest or a common liability.

Continuing Authority. On termination of this Agreement under Section 12.1 with respect to all Properties or the deemed withdrawal of a Participant pursuant to Sections 5.2 and 6.4Section 12.2 with respect to all Properties, the Manager shall have the power and authority, subject to control of the Management Committee, if any, to do all things on behalf of the Participants which are reasonably necessary or convenient to: : (ia) wind up Operations; and Operations and (iib) complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Participants and the Venture, mortgage Assets, and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear, appear or are alleged to have, a common interest or a common liability.

Continuing Authority. On termination of this Agreement the Venture under Section 12.1 Sections 6.9, 11.1, 11.2, 11.3 or 11.4, the Participant which was the Manager prior to such termination or withdrawal (or the deemed withdrawal other Participant in the event of a Participant pursuant to Sections 5.2 and 6.4, withdrawal by the Manager Manager) shall have the power and authority, subject to control of the Management Committee, if any, authority to do all things on behalf of the both Participants which are reasonably necessary or convenient to: (i) wind 11.9.1 wind-up Operations; and (ii) 11.9.2 complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the both Participants and the Venture, mortgage encumber Assets, and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear, appear or are alleged to have, a common interest or a common liability.

Continuing Authority. On termination of this Agreement under Section 12.1 12.1, or the deemed withdrawal of a Participant pursuant to Sections 5.2 and 6.4Section 6.4(b)(ii) or 6.5, or the withdrawal of a Participant pursuant to Section 12.2, the Manager shall have the power and authority, subject to control of the Management Committee, if any, to do all things on behalf of the Participants which are reasonably necessary or convenient to: (i) to wind up Operations; and (ii) Operations and complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Participants and the Venture, mortgage Assets, Assets and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear, appear or are alleged to have, a common interest or a common liability.

Continuing Authority. On termination of this Agreement under Section 12.1 the Venture or the deemed withdrawal of a Participant from the Venture or the withdrawal of a Participant pursuant to Sections 5.2 and 6.4, section 13.2 the Manager shall have the power and authority, subject to control of the Management Committee, if any, to do all things on behalf of the Participants which are reasonably necessary or convenient to: ; (ia) wind up Operations; and and (iib) complete any transaction and satisfy any obligation, unfinished or unsatisfied, unsatisfied at the time of such termination or withdrawal, withdrawal if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Participants and the Venture, mortgage Assets, Assets and take any other reasonable action in any matter with respect to which the former Participants continue to have, have or appear, appear or are alleged to have, a common interest or a common liability.

Continuing Authority. On termination of this Agreement under Section 12.1 the Joint Venture, the Participant which was the Manager prior to such termination or withdrawal (or, in the deemed withdrawal event of a Participant pursuant to Sections 5.2 and 6.4withdrawal by the Manager, the Manager other Participant (other than the Manager) having the largest Participating Interest) shall have the power and authority, subject to control of the Management Committee, if any, authority to do all things on behalf of the all Participants which are reasonably necessary or convenient to: (ia) wind wind-up Operations; and (iib) complete any transaction and satisfy any obligation, unfinished or unsatisfied, unsatisfied at the time of such termination or withdrawal, if the transaction or obligation arises out of Operations prior to such termination or withdrawal. The Manager ; and shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the all Participants and the Joint Venture, mortgage encumber Assets, and take any other reasonable action in any matter with respect to which the former Participants continue to have, or appear, appear or are alleged to have, a common interest or a common liability.