Powers of Manager Sample Clauses

Powers of Manager. The Manager shall, subject in all instances to any express limitations contained in this Section 14, have all of the rights and powers which may be possessed by a “Manager” under the Act and such rights and powers as are necessary, convenient or incidental to or for the furtherance of the purposes described herein. The Manager, acting alone, has the authority to bind the Company within the meaning of Section 18-402 of the Act. Without limiting the foregoing, the Manager shall have the power to enter into, execute and deliver agreements, notes, deeds, deeds of trust, security agreements, assignments, pledges, bills of sale, leases, ground leases, documents, instruments, certificates, consents, estoppel certificates, subordination agreements, contracts and escrow arrangements, and to give amendments, receipts, modifications, releases and terminations thereof, on behalf of the Company.

Powers of Manager. Except as expressly provided otherwise in the Act, the Articles or this Operating Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by, one or more Managers. The powers so exercised shall include but not be limited to the following: (a) Entering into, making and performing contracts, agreements and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company. (b) Opening and maintaining bank accounts, investment accounts and other arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements. Company funds shall not be co-mingled with funds from other sources and shall be used solely for the business of the Company. (c) Collecting funds due to the Company. (d) Acquiring, utilizing for the Company's purposes, maintaining and disposing of any assets of the Company. (e) To the extent that funds of the Company are available therefore, paying debts and obligations of the Company. (f) Borrowing money or otherwise committing the credit of the Company for Company activities, and voluntarily prepaying or extending any such borrowings. (g) Employing from time to time persons, firms or corporations for the operation and management of various aspects of the Company's business, including, without limitations, managing agents, contractors, 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 any Member may have a financial interest in such firms or corporations. (h) Making elections available to the Company under the Code. (i) Registering the Company as a tax shelter with the Secretary of the Treasury and furnishing to such Secretary lists of investors in the Company, if required pursuant to applicable provisions of the Code. (j) Obtaining general liability, property and other insurance for the Company, as the Managers deem proper. (k) Taking such actions as may be directed by the Members in furtherance of their approval of any matter set forth in Section 4.02 hereof. (l) Doing and performing all such things and executing, acknowledging and delivering any and all such instruments as may be in furtherance of he Company's purpose...

Powers of Manager. Except as otherwise expressly stated in this Agreement, the Manager shall have exclusive control over the business of the Company, including the power to assign duties, to sign deeds, notes, deeds of trust, contracts, instruments and agreements and to assume direction of the business operations. The Manager shall have all rights, power and authority generally conferred by law or necessary, advisable or consistent with accomplishing the Company purpose, including all of the powers described in Corporations Code Section 17003. Without limiting the generality of the foregoing, such powers include the right: (a) To acquire, manage, administer and dispose of Investment Properties; (b) To otherwise expend the capital and profits of the Company in the furtherance of the Company’s business. (c) The right to issue Units and Additional Units and admit Members to the Company on the terms and conditions provided in this Agreement; (d) To improve, develop, rehabilitate, maintain, repair, lease, dispose of and otherwise manage each Investment Property. (e) To borrow money from banks and other lending institutions for any Company purpose and, as security therefor, to encumber any Investment Property. (f) To repay in whole or in part, or to refinance, increase, modify, or extend any obligation affecting the assets of the Company. (g) To employ from time to time, at the expense of the Company, Persons required for the operation of the Company’s business (including accountants, attorneys, managers, contractors, brokers and others); to enter into agreements and contracts with such Persons on such terms and for such compensation as the Manager determines to be reasonable; and to give receipts, releases and discharges with respect to all of the foregoing, and any matters incident thereto, as the Manager may deem advisable or appropriate. (h) To purchase, at the expense of the Company, liability and other insurance to protect the Investment Properties and other Company property. (i) To pay all operational expenses incurred in connection with the ownership of the Investment Properties and the operation of the Company. (j) To open and maintain Company bank accounts. (k) To prepare, file and publish any and all instruments or documents necessary to enable the Company to transact business or otherwise to exist and operate; (l) To commence, dismiss or defend litigation or arbitration with respect to the Company or any of the Investment Properties; to make all strategic and other dec...

Powers of Manager. Except for situations in which the approval, consent or any other action of the Members is expressly required or permitted by this Agreement or by the Act, including without limitation those matters set forth in Section 10.2 requiring the consent of the RTI Member, the Manager shall have complete authority and responsibility for the management and control of the Business of the Company, including all day-to-day operations of the Business of the Company.

Powers of Manager. Without limiting the generality of Section 3.1., if the Company shall cease being managed by its Members, a Manager shall have power and authority, on behalf of the Company and subject to the limitations set forth hereinafter: To acquire property from any Person or Entity as the Manager may determine. The fact that a Member is directly or indirectly affiliated or connected with any such Person or Entity shall not prohibit a Manager from dealing with that Person or Entity; To borrow money for the Company from banks, other lending institutions, the Members, or Affiliates of the Members or Manager on such terms as 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. Except as otherwise provided in the Act, no debt shall be contracted or liability incurred by or on behalf of the Company except by the Company's Manager; To purchase liability and other insurance to protect the Company's property and business; To hold and own any Company real and/or personal properties in the name of the Company; 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; Upon the affirmative vote of the Members holding at least 75% of all Percentage Interests in the Company, 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; 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; and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company; To employ accountants, legal counsel, managing agents or other experts to perform services for the Company, and to define their duties and authority, which may include authority granted to the Manager under the Act, and to compensate them from Company funds; To retain and compensate employees and agents generally, and to define their dut...

Powers of Manager. The Manager shall have all necessary powers to carry out the purposes and conduct the business of the Company including, without limitation, excepting any specific limitations contained in this Agreement or in applicable law, the authority, right and power on behalf of the Company to: (a) To negotiate and enter into, make and perform all such contracts, agreements, and other undertakings binding the Company as the Manager deems to be necessary, appropriate or advisable in furtherance of the purposes of the Company; (b) Acquire, hold, manage and defend the assets of the Company; (c) Open, maintain and close bank accounts, designate and change signatories on such accounts and draw checks and other orders for the payment of monies; (d) Lease, sell, convey, assign, trade, exchange, quitclaim, surrender, release, abandon or otherwise dispose of any movable assets or interest therein or payable therefrom not to exceed $100,000 without any further act or vote or grant of authority by any Members and in connection therewith make any such distributions as the Manager may deem appropriate from the proceeds of such sale to the Members; (e) To collect and deposit all Company receipts and to disburse all Company funds in payment of all ordinary and necessary expenses; (f) Sue and be sued, complain and defend in the name of and on behalf of the Company; (g) Execute and deliver all negotiable instruments, checks, drafts or other orders for the receipt or payment of funds belonging to the Company; (h) Execute powers of attorney, consents, waivers and such other documents as may be necessary or appropriate before any court, administrative board or agency of any governmental authority affecting Company assets; (i) Purchase insurance, at the Company's expense, to protect Company assets against loss and to protect the Manager against liability to third parties arising out of the Company's activities, provided that any such insurance shall name each Member, individually as an additional insured; (j) Prepare and file all returns for the Company and make all elections for the Company with respect to federal and state income or other taxes; (k) Recommend employment of such agents, employees, accountants, lawyers, clerical help and other assistance and services subject to approval by Majority Vote; (l) Grant and perfect security interests in the Company's accounts for the purposes of obtaining operational financing; (m) Execute and deliver such other documents and perform such oth...

Powers of Manager. Except as otherwise expressly provided herein, all references herein to any action to be taken by the Company means action taken in the name of the Company and on its behalf by the Manager or its delegates. With respect to the Company business and property, but subject to the express provisions of this Agreement requiring the consent of the Members, the Manager will have all of the rights, powers, privileges, and authority of a manager as set forth in the Act, as in effect on the date of this Agreement, and this Agreement.

Powers of Manager. The Manager’s discretion and authority are subject to the limitations imposed by law and by the Manager’s Certificate of Incorporation. Subject to the foregoing and to other limitations imposed by this Agreement, the Manager shall have full, complete and exclusive discretion to manage and control the business and affairs of the Company and make all decisions affecting the business and assets of the Company. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the Manager shall have the power and authority to take the following actions on its own behalf in its capacity as Manager or on behalf of the Company: (a) to acquire, purchase, own, manage, operate, lease and dispose of any real property and any other property or assets that the Manager determines are necessary or appropriate or in the best interests of conducting the business of the Company; (b) to construct buildings and make other improvements (including renovations) on or to the properties owned or leased by the Company; (c) to borrow money for the Company, issue evidences of indebtedness in connection therewith, refinance, guarantee, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of or to the Company, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the Company’s assets; (d) to pay, either directly or by reimbursement, for all Operating Expenses to third parties or to the Manager (as set forth in this Agreement); (e) to lease all or any portion of any of the Company’s assets, whether or not the terms of such leases extend beyond the termination date of the Company and whether or not any portion of the Company’s assets so leased are to be occupied by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the Manager may determine; (f) to prosecute, defend, arbitrate, or compromise any and all claims or liabilities in favor of or against the Company, on such terms and in such manner as the Manager may reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Members, the Company, or the Company’s assets; (g) to file applications, communicate, and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Company’s assets or any other aspect of the Company business; (h) t...

Powers of Manager. Without limiting the generality of Section 5.1 above but subject to Section 5.3 below and the express limitations elsewhere in this Agreement, the Manager shall have all necessary powers to manage and carry out the LLC’s purposes, business, property and affairs, including the power to exercise on behalf and in the name of the LLC all powers permitted by applicable law and the following: 5.2.1. Enter into and perform all agreements or contracts and take all actions relating to the LLC and/or its business. 5.2.2. Borrow money on behalf of the LLC and execute and deliver any security instruments necessary to evidence or perfect a lien on all or part of the LLC assets.