Common use of Powers of Manager Clause in Contracts

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 duties and authority, which may include authority granted to the Manager under the Act, and to cause the same to be the employees or agents of the Manager rather than of the Company if the Manager determines such manner of retention and compensation is in or not opposed to the best interests of Company; To appoint and remove officers of the Company if the Members shall not have acted under Section 3.3.9 to do so; To enter into any and all other agreements on behalf of the Company, with any other Person or Entity for any purpose, in such forms as the Members or any Member may approve; To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business; The powers of the Manager shall be limited if the Manager's conduct could result in a change in the amount or character of Company's contributions to capital, a change in the character of the business of Company, or a false or erroneous statement in the Articles. Such changes which may result from conduct of the Manager will require written consent by all Members, an amendment to the Articles, and a filing of the amendment with the Secretary of State of ______________________________(insert your state); Every contract, deed, mortgage, lease and other instrument executed by the Manager shall be conclusive evidence in favor of every person relying thereon or claiming thereunder that at the time of the delivery thereof (i) the Company was in existence (ii) neither this Agreement nor the Articles had been amended in any manner so as to restrict the delegation of authority among Members or the Manager and (iii) the execution and delivery of such instrument was duly authorized by the Members and/or Manager. Any person may always rely on a certificate addressed to such person and signed by any Manager hereunder: as to who are the Members or Manager hereunder; as to the existence or non-existence of any fact which constitutes a condition precedent to acts by the Members or the Manager or in any other manner germane to the affairs of the Company; as to who is authorized to execute and deliver any instrument or document of the Company; as to the authenticity of any copy of the Articles, this Agreement, amendments thereto and any other document relating to the conduct of the affairs of the Company; or as to any act or failure to act by the Company or as to any other matter whatsoever involving the Company, any Manager or any Member in the capacity as a Member or Manager of the Company.

Powers of Manager. Without limiting (a) Except as otherwise specifically set forth in this Agreement, including, without limitation, Section 1.3(d) and Section 2.8 hereof, the generality Manager shall have full and complete charge of Section 3.1.all affairs of the Company, if and management and control of the operations of the Company shall cease being managed by its Membersbe vested exclusively in the Manager, a Manager which shall have power and authoritythe power, 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 , to carry out 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 and all of the Members holding at least 75% purposes of the Company and to perform all Percentage Interests acts and enter into and perform all contracts and other undertakings which the Manager may deem necessary or advisable in furtherance thereof or incidental thereto. Without limiting the foregoing, the Company is empowered, and the Manager is hereby authorized and empowered on behalf of the Company, without obtaining the prior consent of any Member except as specifically required under any other provision of this Agreement (including, without limitation, Section 2.8 hereof), to: (i) execute and deliver on behalf of the Company such proposals, bids, agreements in principle, definitive agreements and other documents of any character, and amendments to sell any of the foregoing, and to take such other actions in each case as it deems appropriate with respect to the purchase of Pools of Assets, including the making of any bid to purchase or otherwise dispose acquire any Pool or other Asset, in accordance with Sections 2.8 and 4.2(b) hereof; (ii) execute and deliver on behalf of all the Company such agreements, instruments, and other documents of any character, and to take such other actions, in each case as it deems appropriate with respect to the sale or substantially all other disposition of the assets of the Company as part Company, including, but not limited to, the assignment, transfer or other disposition of a single transaction or plan so long as such disposition is not in violation any Pool of or a cause of a default under any other agreement to which the Company may be bound; To Assets; (iii) execute and deliver on behalf of the Company all obligations, agreements, instruments and documentsother documents of any character relating to the business and affairs of the Company, including, without limitation, checks; drafts; notes certificates and other negotiable instrumentsdocuments in connection with the registration and qualification of the Company in any jurisdiction; mortgages certificates and other documents in connection with the incorporation, organization, formation, registration and qualification in any jurisdiction of any corporation or deeds of trust; security agreements; financing statements; documents providing other entity, or any subsidiaries thereof, formed for the acquisitionpurpose of purchasing, mortgage owning, financing, managing, operating, disposing of or disposition otherwise dealing with any of the assets, liabilities and operations of the Company's property, or any subsidiary thereof, provided the Manager does not permit such corporation or other entity to take any action described in Section 2.8 without the prior written consent of all the Members; assignments; bills mortgages, notes, deeds, trust indentures and assignments and powers of sale; leases; partnership agreementsattorney, consents, waivers and other documents of any character; and pleadings in connection with any other instruments proceedings before any court, administrative board or documents necessaryagency of any governmental authority affecting the Company or any of its assets, 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 each case on such terms as the Manager under the Act, shall approve; (iv) execute and to compensate them from Company funds; To retain and compensate employees and agents generally, and to define their duties and authority, which may include authority granted to the Manager under the Act, and to cause the same to be the employees or agents of the Manager rather than deliver on behalf of the Company if the Manager determines such manner of retention Asset Management Agreement and compensation is in one or not opposed to the best interests of Company; To appoint more Servicing Agreements; (v) invest and remove officers reinvest funds of the Company if in certificates of deposit, commercial paper and other instruments evidencing short-term indebtedness, pending the Members shall not have acted under Section 3.3.9 to do so; To enter into any application thereof in accordance with this Agreement; (vi) execute and all other deliver agreements on behalf of the Company, and otherwise act on behalf of the Company in connection with any other Person or Entity for any purpose, in such forms as the Members or any Member may approve; To do and perform all other acts as may be necessary or appropriate matters relating to the conduct financing or refinancing of the Company's business; The powers acquisition of any Pool and the exercise of the Manager shall be limited if the Manager's conduct could result in a change in the amount or character of Company's contributions to capital, a change in rights and the character performance of the business of Company's obligations under any Loan Pool Documentation; (vii) open, or a false or erroneous statement in the Articles. Such changes which may result from conduct of the Manager will require written consent maintain and close bank accounts and to sign checks, such approval to be conclusively, but not exclusively, evidenced by all Members, an amendment to the Articles, and a filing of the amendment with the Secretary of State of ______________________________(insert your state); Every contract, deed, mortgage, lease and other instrument executed by the Manager shall be conclusive evidence in favor of every person relying thereon or claiming thereunder that at the time of the delivery thereof (i) the Company was in existence (ii) neither this Agreement nor the Articles had been amended in any manner so as to restrict the delegation of authority among Members or the Manager and (iii) the execution and delivery of such instrument was duly authorized any related agreements, instruments or other documents by the Members and/or Manager. Any person may always rely on a certificate addressed ; (viii) vote, give assent and otherwise to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Assets or other assets of the Company, and to execute and deliver powers of attorney or proxies to such person persons as the Manager shall deem proper, granting to such persons such power and signed by any Manager hereunder: as to who are the Members or Manager hereunder; as discretion with relation to the existence Assets or non-existence of any fact which constitutes a condition precedent to acts by the Members or other assets as the Manager shall deem proper; (ix) subject to the terms of Section 5.6, institute, prosecute, defend, settle, compromise or in any other manner germane to otherwise adjust all claims and litigation arising out of the conduct of the affairs of the Company or in the enforcement of obligations due the Company; , including all rights of appeal; (x) employ or consult with such agents or independent contractors as the Manager may deem necessary or advisable, including, without limitation, brokers, audi- tors, counsel, consultants or managers or specialists in any field of endeavor whatsoever, including such persons, firms or companies as may be Members or Affiliates of any Member; (xi) determine and pay or cause to who is authorized to execute and deliver any instrument be paid out of the capital or document income of the Company; , as to the authenticity of any copy of the ArticlesManager sees fit, this Agreementall expenses, amendments thereto fees, charges, taxes and any other document relating to liabilities incurred or arising in connection with the conduct of the affairs of the Company; , including, but not limited to, expenses and charges for the services of consultants, auditors, counsel, custodians, and such other agents or independent contractors and such other expenses and charges as the Manager may deem necessary or proper to incur, and in general to make all accounting, tax and financial determinations and decisions; (xii) make allocations and distributions to the Members pursuant to the terms of this Agreement; (xiii) borrow money and to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange and other instruments and evidences of indebtedness, and to secure the payment thereof by mortgage, pledge or assignment of, or security interest in, all or any act part of the Assets and other property then owned or failure to act thereafter acquired by the Company Company; (xiv) enter, make and perform such other contracts, agreements and other undertakings as may be necessary or as advisable or incidental to the carrying out of any of the foregoing powers, objects or purposes; and (xv) execute all other matter whatsoever involving instruments of any kind or character and take all action of any kind or character that the Company, any Manager may in its sole discretion determine to be necessary or any Member appropriate in connection with the capacity as a Member or Manager business of the Company.

Powers of Manager. (a) Except as otherwise specifically set forth in this Agreement, including, without limitation, Section 1.3(d) and Section 2.8 hereof, the Manager shall have full and complete charge of all affairs of the Company, and management and control of the operations of the Company shall be vested exclusively in the Manager, which shall have the power, on behalf of and in the name of the Company, to carry out any and all of the purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings which the Manager may deem necessary or advisable in furtherance thereof or incidental thereto. Without limiting the generality of Section 3.1.foregoing, if the Company shall cease being managed by be empowered, and the Manager is hereby authorized and empowered on behalf of the Company, without obtaining the prior consent of any Member except as specifically required under any other provision of this Agreement (including, without limitation, Section 2.8 hereof), to: (i) execute and deliver on behalf of the Company such proposals, bids, agreements in principle, definitive agreements and other documents of any character, and amendments to any of the foregoing, and to take such other actions, in each case as it deems appropriate with respect to the purchase of Pools of Assets and in accordance with Sections 2.8 and 4.2(b) hereof; (ii) execute and deliver on behalf of the Company such agreements, instruments, and other documents of any character, and to take such other actions, in each case as it deems appropriate with respect to the sale or other disposition of the assets of the Company, including, but not limited to, the assignment, transfer or other disposition of any Pool of Assets; (iii) execute and deliver on behalf of the Company obligations, agreements, instruments and other documents of any character relating to the business and affairs of the Company, including, without limitation, certificates and other documents in connection with the registration and qualification of the Company in any jurisdiction, certificates and other documents in connection with the organization, registration and qualification in any jurisdiction of any corporation or other entity formed for the purpose of purchasing, owning, financing, managing, operating, disposing of or otherwise dealing with any of the assets, liabilities and operations of the Company, mortgages, notes, deeds, trust indentures and assignments and powers of attorney, consents, waivers and other documents of any character and pleadings in connection with any proceedings before any court, administrative board or agency of any governmental authority affecting the Company or any of its Membersassets, a in each case on such terms as the Manager shall have power approve; (iv) execute and authoritydeliver on behalf of the Company the Asset Management Agreement and one or more Servicing Agreements; (v) invest and reinvest funds of the Company in certificates of deposit, commercial paper and other instruments evidencing short-term indebtedness, pending the application thereof in accordance with this Agreement; (vi) execute and deliver 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 act on behalf of the Company except by in connection with all matters relating to the financing or refinancing of the Company's Manager; To purchase liability acquisition of any Pool and other insurance to protect the exercise of the Company's property rights and business; To hold and own any Company real and/or personal properties in the name performance of the Company; To invest 's obligations under any Company funds temporarily Loan Pool Documentation; (by way of example vii) open, maintain and close bank accounts and to sign checks, such approval to be conclusively, but not limitation) in time depositsexclusively, short-term governmental obligationsevidenced by the execution and delivery of any related agreements, commercial paper instruments or other investments; Upon documents by the affirmative vote Manager; (viii) vote, give assent and otherwise to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Members holding at least 75% Assets or other assets of all Percentage Interests in the Company, and to sell execute and deliver powers of attorney or proxies to such persons as the Manager shall deem proper, granting to such persons such power and discretion with relation to the Assets or other assets as the Manager shall deem proper; (ix) subject to the terms of Section 5.6, institute, prosecute, defend, settle, compromise or otherwise dispose of adjust all or substantially all claims and litigation arising out of the assets conduct of the affairs of the Company or in the enforcement of obligations due the Company, including all rights of appeal; (x) employ or consult with such agents or independent contractors as part of a single transaction the Manager may deem necessary 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 documentsadvisable, including, without limitation, checks; drafts; notes brokers, auditors, counsel, consultants or managers or specialists in any field of endeavor whatsoever, including such persons, firms or companies as may be Members or Affiliates of any Member; (xi) determine and other negotiable instruments; mortgages pay or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition cause to be paid out of the Company's property; assignments; bills of sale; leases; partnership agreements; and any other instruments capital 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 duties and authority, which may include authority granted to the Manager under the Act, and to cause the same to be the employees or agents of the Manager rather than of the Company if the Manager determines such manner of retention and compensation is in or not opposed to the best interests of Company; To appoint and remove officers of the Company if the Members shall not have acted under Section 3.3.9 to do so; To enter into any and all other agreements on behalf income of the Company, with any other Person or Entity for any purpose, in such forms as the Members Manager sees fit, all expenses, fees, charges, taxes and liabilities incurred or any Member may approve; To do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business; The powers of the Manager shall be limited if the Manager's conduct could result arising in a change in the amount or character of Company's contributions to capital, a change in the character of the business of Company, or a false or erroneous statement in the Articles. Such changes which may result from conduct of the Manager will require written consent by all Members, an amendment to the Articles, and a filing of the amendment connection with the Secretary of State of ______________________________(insert your state); Every contract, deed, mortgage, lease and other instrument executed by the Manager shall be conclusive evidence in favor of every person relying thereon or claiming thereunder that at the time of the delivery thereof (i) the Company was in existence (ii) neither this Agreement nor the Articles had been amended in any manner so as to restrict the delegation of authority among Members or the Manager and (iii) the execution and delivery of such instrument was duly authorized by the Members and/or Manager. Any person may always rely on a certificate addressed to such person and signed by any Manager hereunder: as to who are the Members or Manager hereunder; as to the existence or non-existence of any fact which constitutes a condition precedent to acts by the Members or the Manager or in any other manner germane to the affairs of the Company; as to who is authorized to execute and deliver any instrument or document of the Company; as to the authenticity of any copy of the Articles, this Agreement, amendments thereto and any other document relating to the conduct of the affairs of the Company; , including, but not limited to, expenses and charges for the services of consultants, auditors, counsel, custodians, and such other agents or independent contractors and such other expenses and charges as the Manager may deem necessary or proper to incur, and in general to make all accounting, tax and financial determinations and decisions; (xii) make allocations and distributions to the Members pursuant to the terms of this Agreement; (xiii) borrow money and to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange and other instruments and evidences of indebtedness, and to secure the payment thereof by mortgage, pledge or assignment of, or security interest in, all or any act part of the Assets and other property then owned or failure to act thereafter acquired by the Company Company; (xiv) enter, make and perform such other contracts, agreements and other undertakings as may be necessary or as advisable or incidental to the carrying out of any of the foregoing powers, objects or purposes; and (xv) execute all other matter whatsoever involving instruments of any kind or character and take all action of any kind or character that the Company, any Manager may in its sole discretion determine to be necessary or any Member appropriate in connection with the capacity as a Member or Manager business of the Company.