Common use of Managers Powers Clause in Contracts

Managers Powers. Except to the extent reserved to the Member in the Certificate of Formation or the Act, the Manager shall have the exclusive right to manage the operations and affairs of the Company, and to make all decisions regarding the business of the Company. Without limiting the generality of the foregoing, each Manager shall have the power and authority, on behalf of the Company: 5.2.1 To borrow money for the Company from banks or other lending institutions 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; 5.2.2 To purchase liability and other insurance to protect the Company's property and business; 5.2.3 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; 5.2.4 To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company's property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents that are, in the opinion of a Manager, necessary to the ordinary conduct of the business of the Company; 5.2.5 To appoint Officers of the Company, pursuant to Section 5.5 hereof, and to employ agents and employees of the Company in connection with the business and purposes of the Company, including without limitation, the engagement of the auditors of the Company and legal counsel and to pay to such Officers, agents and employees reasonable compensation for services rendered to the Company; 5.2.6 To select depreciation and accounting methods and make other decisions with respect to the treatment of various transactions for federal income tax purposes; 5.2.7 To make distributions to the Member in accordance with this Agreement; 5.2.8 To delegate the Manager's authority to qualified Persons; and 5.2.9 To establish such business strategies, reserves and other practices and to make such business decisions as the Manager in his sole discretion deems advisable for the

Managers Powers. Except to the extent reserved to the Member in the Certificate of Formation or the Act, the Manager shall have the exclusive right to manage the operations and affairs of the Company, and to make all decisions regarding the business of the Company. Without limiting the generality of the foregoing, each Manager shall have the power and authority, on behalf of the Company: 5.2.1 To borrow money for the Company from banks or other lending institutions 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; 5.2.2 To purchase liability and other insurance to protect the Company's property and business; 5.2.3 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; 5.2.4 To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company's property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents that are, in the opinion of a Manager, necessary to the ordinary conduct of the business of the Company; 5.2.5 To appoint Officers of the Company, pursuant to Section 5.5 hereof, and to employ agents and employees of the Company in connection with the business and purposes of the Company, including without limitation, the engagement of the auditors of the Company and legal counsel and to pay to such Officers, agents and employees reasonable compensation for services rendered to the Company; 5.2.6 To select depreciation and accounting methods and make other decisions with respect to the treatment of various transactions for federal income tax purposes; 5.2.7 To make distributions to the Member in accordance with this Agreement; 5.2.8 To delegate the Manager's authority to qualified Persons; and 5.2.9 To establish such business strategies, reserves and other practices and to make such business decisions as the Manager in his sole discretion deems advisable for thethe operation of the Company, and to do all things which, in his sole judgment, are necessary, proper or desirable to carry out the aforementioned duties.