Common use of Powers of Manager Clause in Contracts

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 decisions relating to any litigation or arbitration involving all or any part of any Investment or other Company asset; to compromise, arbitrate or otherwise adjust claims in favor of or against the Company, and to negotiate with adverse parties, settle, or pursue to final judgment any such litigation on such terms and conditions as the Manager deems appropriate; (m) To do all things necessary to carry out the business of the Company, the foregoing powers and the other provisions of this Agreement, including, but not limited to, the power to negotiate, enter into, execute, acknowledge and deliver any and all documents, instruments, deeds, deeds in lieu of foreclosure, security agreements, bills of sale, certificates, instruments, contracts and agreements connected with the development, financing, leasing operation, rehabilitation, management, sale and transfer of all or any part of the Property, or any other assets of the Company, and any and all leases, amendments, modifications or extensions concerning all or any part of the Property or of any other assets of the Company; all on such terms and conditions as the Manager, in its sole discretion, deems to be in the best interests of the Company. (n) Each Member shall cooperate fully, reasonably and in good faith with the Manager in the implementation of the purposes of the Company and the foregoing rights and powers.

Powers of Manager. Except as otherwise expressly stated in The Manager’s discretion and authority are subject to the limitations imposed by law and by the Manager’s Articles 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 over the business and affairs of the Company and make all decisions affecting the business and assets 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 foregoingforegoing (but subject to the restrictions specifically contained in this Agreement), such powers include the rightManager 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 to acquire, purchase, own, manage, administer operate, lease and dispose of Investment Propertiesany 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 otherwise expend to construct buildings and make other improvements (including renovations) on or to the capital and profits of the Company in the furtherance of properties owned or leased by the Company’s business.; (c) The right to borrow money for the Company, issue Units and Additional Units and admit Members 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 Company, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on the terms and conditions provided in this AgreementCompany’s assets; (d) To improveto pay, developeither directly or by reimbursement, rehabilitatefor all Operating Expenses to third parties, maintainto Ashford Inc., repair, lease, dispose of and otherwise manage each Investment Property.to Ashford OAINC II Inc. or to Ashford OAINC Inc. (in its capacity as the Manager or otherwise) (as set forth in this Agreement); (e) To borrow money from banks 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 other lending institutions 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 any Company purpose and, such consideration and on such terms as security therefor, to encumber any Investment Property.the Manager may determine; (f) To repay in whole or in partto prosecute, defend, arbitrate, 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 compromise any and all instruments claims 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 decisions relating to any litigation or arbitration involving all or any part of any Investment or other Company asset; to compromise, arbitrate or otherwise adjust claims liabilities in favor of or against the Company, and to negotiate with adverse parties, settle, or pursue to final judgment any such litigation on such terms and conditions in such manner as the Manager deems appropriatemay 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) to make or revoke any election permitted or required of the Company by any taxing authority; (i) to maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection of the Company, for the conservation of Company assets, or for any other purpose convenient or beneficial to the Company, in such amounts and such types as the Manager shall determine from time to time; (j) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such Property or to distribute the same; (k) to retain providers of services of any kind or nature in connection with the Company business and to pay therefor such reasonable remuneration as the Manager may deem proper; (l) to negotiate and conclude agreements on behalf of the Company with respect to any of the rights, powers and authority conferred upon the Manager, including, without limitation, management agreements as to the Company, management agreements of other Persons by the Company as manager, franchise agreements, and agreements with operators of Company property; (m) To do to maintain accurate accounting records and to file promptly all things necessary federal, state and local income tax returns on behalf of the Company; (n) to carry out form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures or other relationships that it deems desirable (including, without limitation, the business acquisition of interests in, and the contributions of property to, the Company’s Subsidiaries and any other Person in which it has an equity interest from time to time); (o) to distribute Company cash or other Company assets in accordance with this Agreement; (p) to establish Company reserves for working capital, capital expenditures, contingent liabilities or any other valid Company purpose; (q) to authorize, issue, sell, redeem or otherwise purchase any Membership Interests or any securities (including secured and unsecured debt obligations of the Company, debt obligations of the foregoing Company convertible into any class or series of Membership Interests, or options, rights, warrants or appreciation rights relating to any Membership Interests) of the Company; (r) subject to the provisions of Section 9.1, to merge, consolidate or combine the Company with or into another Person (to the extent permitted by applicable law); (s) to do any and all acts and things necessary or prudent to ensure that the Company will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code; (t) to issue additional Membership Interests pursuant to Section 4.3; (u) to pay cash to redeem Units held by a Member in connection with a Member’s exercise of its Redemption Right under Section 7.3 or in connection with any other redemption of any Unit; (v) to amend and restate Exhibit A to reflect accurately at all times the Capital Contributions, Common Percentage Interests and Preferred Percentage Interests of the Members as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Units, the admission of any Additional Member or any Substitute Member or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment to this Agreement, as long as the matter or event being reflected in Exhibit A otherwise is authorized by this Agreement; (w) to take whatever action the Manager deems appropriate to maintain the economic equivalency of a Common Unit and a share of Ashford Inc. Common Stock (subject in each case to the effect of the Conversion Factor and to the effect of income taxation of Ashford Inc.’s, Ashford OAINC Inc.’s and Ashford OAINC II Inc.’s taxable income) and a Preferred Unit of a series and a share of Ashford Inc. Preferred Stock of the corresponding series, respectively (subject in each case to the effect of the Conversion Factor and to the effect of income taxation of Ashford Inc.’s, Ashford OAINC Inc.’s and Ashford OAINC II Inc.’s taxable income); and (x) to take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any and all other acts the Manager deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the Company and to possess and enjoy all of the rights and powers of a manager as provided by the Act. Each of the Members agrees that the Manager is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Company without any further act, approval or vote of the Members (except as provided in the last sentence of Section 6.10, Section 7.7 or Article XI), notwithstanding any other provisions of the Act or any applicable law, rule or regulation to the fullest extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the Manager or the Company of any agreement authorized or permitted under this Agreement shall not constitute a breach by the Manager of any duty that the Manager may owe the Company or the Members or any other persons under this Agreement or of any duty stated or implied by law or equity. Except as otherwise provided in this Agreement, including, but not limited toto the extent the duties of the Manager require expenditures of funds to be paid to third parties, the power Manager shall not have any obligations under this Agreement except to negotiate, enter into, execute, acknowledge and deliver any and all documents, instruments, deeds, deeds in lieu the extent that Company funds are reasonably available to it for the performance of foreclosure, security agreements, bills of sale, certificates, instruments, contracts and agreements connected with the development, financing, leasing operation, rehabilitation, management, sale and transfer of all or any part of the Property, or any other assets of the Companysuch duties, and any and all leases, amendments, modifications nothing in this Agreement contained shall be deemed to authorize or extensions concerning all or any part of the Property or of any other assets of the Company; all on such terms and conditions as require the Manager, in its sole discretioncapacity as such, deems to be in the best interests expend its individual funds for payment to third parties or to undertake any individual liability or obligation on behalf of the Company. (n) Each Member shall cooperate fully, reasonably and in good faith with the Manager in the implementation of the purposes of the Company and the foregoing rights and powers.