Powers of Managing Member Clause Samples

Powers of Managing Member. (a) Subject to the terms and conditions of this Agreement, the Managing Member shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business as described in Section 1.4 shall rest exclusively with the Managing Member. The Managing Member shall be required to devote to the conduct of the business of the Company such time and attention as is necessary to accomplish the purposes, and to conduct properly the business, of the Company. (b) By executing this Agreement, each Non-Managing Member shall be deemed to have consented to any exercise by the Managing Member of any of the foregoing powers. (c) The Managing Member shall cause Schedule B to be amended to reflect any Sale of a Member’s Member Interest (to the extent permitted by this Agreement), the total Member Interest of each Member, any change in name of the Company or change in the name or names under which the Company conducts its business (to the extent permitted by this Agreement), and receipt by the Company of any notice of change of address of a Member. The amended Schedule B, which shall be kept on file at the principal office of the Company, shall supersede all such prior Schedules and become part of this Agreement, and the Managing Member shall promptly forward a copy of the amended Schedule B to each Member upon each amendment thereof. (d) The Managing Member shall apply all of the Company’s cash and cash equivalents, except for Permitted Working Capital, to payments under the Company Bonds in accordance with the terms of this Agreement and the Company Bond Indenture.

Powers of Managing Member. Subject to the remaining provisions of this Article 6, the Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Managing Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company at the expense of the Company, including but not limited to the execution of all documents or instruments in all matters necessary, desirable, convenient or incidental to the purpose of the Company or the making of investments of Company funds.

Powers of Managing Member. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company are exclusively vested in the Managing Member, and no Non-Managing Member shall have any right to participate in or exercise control or management power over the business and affairs of the Company. Notwithstanding anything to the contrary in this Agreement, the Managing Member may not be removed by the Non-Managing Members with or without cause. In addition to the powers now or hereafter granted a Managing Member of a limited liability company under applicable law or which are granted to the Managing Member under any other provision of this Agreement, the Managing Member, subject to Section 7.3 hereof, shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof including, without limitation: (1) the making of any expenditures (including, without limitation, making prepayments on loans and borrowing money to permit the Company to make distributions to its Members in such amounts as will permit the Managing Member (so long as the Managing Member has determined to qualify as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its stockholders sufficient to permit the Managing Member to maintain REIT status), the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including the securing of same by mortgage, deed of trust or other lien or encumbrance on the Company’s assets) and the incurring of any obligations it deems necessary for the conduct of the activities of the Company; (2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to the New York Stock Exchange, governmental or other agencies having jurisdiction over the business or assets of the Company, the registration of any class of securities of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing of any debt securities of the Company on any exchange; (3) the acquisition, disposition, sale, conveyance, financing, refinancing, mortgage, pledge, encumbrance, hypothecation, contribut...

Powers of Managing Member. Without limiting the authority of the Managing Member, the Managing Member shall have the authority, without the consent of the Stockholders (except as may be set forth in the resolution establishing any series of Preferred Stock), to: (a) Incur any indebtedness on behalf of the Company, whether to banks or other lenders upon the advice of the Investment Manager. (b) Enter into any agreement or contract upon the advice of the Investment Manager. (c) Determine the amount and timing of any distributions upon the advice of the Investment Manager. (d) Determine the information to be provided to Stockholders concerning the Company. (e) Enter into a merger or consolidation with another entity, or acquire any stock or securities in any entity, including a subsidiary the Company whose stock is wholly owned by the Company. (f) Change the Company’s business or enter into new businesses. (g) Admit new Stockholders, and issue Stock, options or other rights to acquire Stock, or debentures or other securities or instruments convertible to Stock. (h) Redeem the Stock of existing Stockholders (to the extent any such Stock is subject to redemption pursuant to its terms). (i) Sell or otherwise dispose of all or substantially all of the Company’s assets or business upon the advice of the Investment Manager.

Powers of Managing Member. The Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Managing Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company at the expense of the Company, including but not limited to the execution of all documents or instruments in all matters necessary, desirable, convenient or incidental to the purpose of the Company or the making of investments of Company funds.

Powers of Managing Member. The Managing Member shall have the power and authority to take all such actions as it deems proper, convenient or advisable to carry on the business and purposes of the Company and to exercise any and all of the powers of the Company set forth or implied herein, and will have the authority to bind the Company. Without limiting the foregoing, the Managing Member shall have the power and authority to cause the Company to: (a) Issue or grant any membership interests or economic interests; (b) Make any investments or acquisitions, including, without limitation, investments in Pictures; (c) Hedge through the purchase or sale of a commodity, security or other financial instrument for the purpose of offsetting the profit or loss of another security or investment; (d) Sell, dispose, transfer or encumber any investment and/or any assets, in whole or in part; (e) Engage in any debt or equity financing, refinancing, recapitalization or other capital raising transaction; (f) Retain, remove or replace any third-party law firm, auditor or accountant or other service provider; (g) Commence or settle any litigation; (h) Change its name or principal place of business; (i) Form, capitalize or dissolve any acquisition vehicle or subsidiary; (j) Establish reserves; (k) Make distributions in accordance with this Agreement; (l) Appoint, remove or replace any officer; (m) Amend the terms of this Agreement in the circumstances provided in this Agreement; (n) Commence a voluntary bankruptcy or dissolution; and (o) Enter into any contract, transaction or arrangement in furtherance the foregoing.

Powers of Managing Member. 5 5.3 Duties of Managing Member; Limitation of Liability..........7 5.4

Powers of Managing Member. Without limiting the generality of Section 6, the Managing Member shall have power and authority, on behalf of the Company: a. To acquire property from any person as the Manager may determine. The fact that the Managing Member is directly or indirectly affiliated or connected with any such person shall not prohibit the Managing Member from dealing with that person; b. To borrow money for the Company from banks, other lending institutions, the Managing Member, Entities, Persons or affiliates of the Managing Member on such terms as the Managing Member 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; c. To raise additional capital for infusion into the Company, and, to the extent the parties investing such capital are not already Members, to admit such parties as additional Members. The Members acknowledge and agree that in admitting new Members, their respective ownership percentage will be subject to dilution. Consistent with the foregoing, the Members shall execute all amendments and modifications to this Agreement as may be necessary or appropriate to effectuate the admission of new Members pursuant to this Section. d. To create a new class of Units of the Company with the relative rights, powers, preferences, privileges, priorities and duties as determined by the Managing Member in its sole discretion, including, without limitation, rights, powers, preferences, privileges, priorities and duties superior to other classes of Units (including liquidation, voting, and other preferences); e. To purchase liability, key man, and other insurance to protect the Company’s property, business and Members; f. To hold and own any Company real and/or personal properties in the name of the Company; g. 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; h. 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; i. To execute on behalf of the Company all instruments and documents, including, without limitation, contracts; checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; fina...

Powers of Managing Member. Without limiting the generality of Section 4.1, unless otherwise provided in the Act, the Certificate or this Agreement, the Managing Member shall have full power and authority on behalf of the Company to: (a) admit additional Members to the Company; (b) execute any document or instrument on behalf of the Company which is necessary to carry out the intent and purpose of this Agreement; and (c) execute on behalf of the Company all agreements, instruments and documents which are necessary or desirable to the business of the Company.