Common use of Powers and Duties of the Manager Clause in Contracts

Powers and Duties of the Manager. 5.2.1 Subject to any and all limitations expressly set forth in this Agreement, the Manager shall perform, cause to be performed and/or oversee, the coordination of all day-to-day management and operational functions relating to the Business. Without limiting the generality of the foregoing (but subject to this Agreement and the Annual Budget), the Manager is expressly authorized and directed on behalf of the Company to: (i) Conduct the Business, carry on its operations, and have and exercise the powers granted by the Act in any state, territory, district, or possession of the United States, or in any foreign country that may be necessary or convenient to effect any or all of the purposes for which it is organized; (ii) Acquire by purchase, lease, or otherwise any property that may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (iii) Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Business, or in connection with managing the affairs of the Company; (iv) Cause the Company to incur customary trade debt in the ordinary course of the Business; (v) Execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, b▇▇▇ of sale, contract, or other instrument purporting to convey or encumber any or all of the Company assets; (vi) Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets; (vii) Contract on behalf of the Company for the employment and services of employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company; (viii) Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified; (ix) Institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or any Manager in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith;’ (x) Indemnify a Member or Management Related Person or former Member or Management Related Person, and to make any other indemnification that is authorized by this Agreement in accordance with the Act; and (xi) Take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Company.