Common use of Powers of the Managers Clause in Contracts

Powers of the Managers. Without limiting the generality of the foregoing, each Manager, individually, will have the exclusive power and authority to cause the Company: (i) to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (ii) to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (iii) to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including contracts with any Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (iv) to ▇▇▇ and be sued, complain and defend and participate in administrative or other proceedings, in its own name; (v) to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company; (vi) to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance; (vii) to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company; (viii) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company; (ix) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; (x) to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (xi) to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and (xii) to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

Powers of the Managers. Without limiting In addition to the generality of the foregoing, each Manager, individually, will have the exclusive power and authority to cause the Company: (i) to do any act in the conduct of its business and to exercise all powers that can now or hereafter be granted to the Managers(s) of a limited liability company under the Delaware ActAct and to all other powers granted under any other provision of this Agreement, whether the Managers shall have full power and authority to carry out and perform all legal acts on such terms as the Managers shall, in its sole discretion, deem necessary or appropriate to conduct, or cause to be conducted, the state of location business and affairs of the Company’s principal place , including, without limitation: (i) negotiating, entering into, delivering and/or terminating, agreements and contracts, instruments or documents of business or in any other statenature with third parties, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental and giving releases and discharges with respect to the accomplishment of the business purposes of the Companyforegoing; (ii) to owninstituting, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish defending and/or settling on such terms and conditions as the Managers deems appropriate any and all litigation or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of arbitration involving the Company, its assets, properties, rights or obligations; (iii) to enter into, perform maintaining records and carry out any contracts, leases, instruments, commitments, agreements or other documents accounts of any kind, including contracts operations and expenditures and furnishing the Members with any Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to reports required under the accomplishment of the business purposes of the CompanyAgreement; (iv) to ▇▇▇ selling, leasing, exchanging or otherwise disposing of assets or property of the Company, including without limitation, the Roseville Parcel, it being acknowledged and agreed by the Members that none of such transactions shall be sued, complain construed as the sale of all or substantially all of the assets of the Company and defend and participate in administrative any such transactions shall not require any further approvals or other proceedings, in its own nameconsents by the Members; (v) to appoint officersmaking of tax, employees regulatory or other required filings or reports and agents of acting as the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Companytax matters partner in relation therewith; (vi) distributing cash or other property to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insuranceMembers; (vii) authorizing of the taking of any and all actions, votes or consents with respect to borrow money from any Personthe shares, and issue evidences of indebtedness and to secure the same by mortgagesmembership interests, deeds of trustsecurities, security agreements, pledges, collateral assignments debts or other liens on interests held by the assets of the CompanyCompany in any entity; (viii) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement entering into contract or other loan document in respect of any assets of the Company; (ix) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; (x) to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (xi) to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and (xii) to cause any special purpose subsidiary limited liability company wholly owned by the Company agreement to do any of the foregoing.

Powers of the Managers. Without limiting the generality of the foregoing, each Manager, individually, will have the exclusive power and authority to cause the Company: (i) to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of the Company’s principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (ii) to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (iii) to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including contracts with any Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (iv) to ▇▇▇ and be sued, complain and defend and participate in administrative or other proceedings, in its own name; (v) to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company; (vi) to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance; (vii) to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company; (viii) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company; (ix) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities; (x) to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (xi) to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and (xii) to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.