Common use of Rights and Duties of Manager Clause in Contracts

Rights and Duties of Manager. (a) Subject to the provisions of this Agreement, the business of the Company shall be managed under the direction of the Manager. L.A. Management, LLC, an Arizona limited liability company, shall be the Manager unless and until it withdraws or is removed as the Manager as provided in Section 6.11. Any successor Manager must be appointed as provided in Section 6.11. (b) The conduct of the business of the Company shall be controlled solely by the Manager in accordance with this Agreement. The Manager shall have responsibility for the day-to-day operations of the Company and shall have all authority, rights and powers conferred by law and those required or appropriate to the management of the business of the Company. The general right, power and authority to operate the day-today business of the Company shall include, but are not limited to, the power to hire and fire employees, to open, maintain and close bank accounts, to enter into such contracts, documents and agreements as may be advisable to carry out the purposes of the Company and to commence suit and/or collect or compromise any and all claims in favor of or against the Company. Without limiting the generality of the foregoing, the Manager may, in the reasonable exercise of its discretion and without the consent of any Member, take the following actions in the name and on behalf of the Company: (i) to do all things necessary or desirable in connection with qualifying or registering the Units for sale pursuant to the Offering, including but not limited to qualifying the Units for sale with state or federal securities regulatory agencies or perfecting exemptions from such qualification or registration, entering into any agreements in connection with the Offering and preparing and distributing any Memorandum, in each case on such terms or conditions as the Manager may deem advisable. (ii) to option, acquire, hold, encumber, improve, lease, sell, exchange, dispose of and otherwise manage any real or personal property, including any Property and any partnership or membership interest in a Special Purpose Entity or other Person in which the Company has an interest, at such prices and upon such terms as the Manager may deem advisable; (iii) to invest the assets of the Company pursuant to arrangements, including the use of parallel partnerships or other entities, which are reasonably expected to preserve in all material respects the economic and decision-making relationships among the Unit Holders; (iv) to give the consent of the Company in its capacity as a limited partner or member of a Person in which the Company has an interest to any action proposed to be taken by such Person which, under the provisions of any agreement, requires the consent of the Company, including the purchase, lease, sale or other disposition, financing or refinancing of any Property; (v) to waive any material default by another party in the performance of its obligations under any agreement; (vi) to borrow money and issue evidences of indebtedness, and to secure the same by mortgage, deed of trust, pledge or other lien on any assets of the Company or any assets of any Special Purpose Entity or other Person in which the Company has an interest, including, without limitation, to secure the same with the Company's partnership or membership interest in any Special Purpose Entity or other Person in which the Company has an interest, and to prepay, in whole or part, refinance, increase, modify, consolidate or extend any such financing or security device, in each case upon such terms and conditions as the Manager deems to be advisable, including but not limited to entering into any such transactions with one or more Unit Holders; (vii) to employ agents, employees, independent contractors, auditors, accountants, attorneys, brokers, business consultants and other Persons to assist the Manager in carrying out the business of the Company, and to pay fees, expenses, salaries, wages and other compensation to such Persons upon such terms and conditions as the Manager deems to be advisable; (viii) to pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as the Manager may determine and upon such evidence as the Manager may deem sufficient, any obligation, suit, liability, cause of action or claim either in favor of or against the Company; (ix) to determine the appropriate accounting method or methods to be used by the Company; (x) to cause the Company to make or revoke any of the elections referred to in Sections 108, 195, 709, 732, 754, or 1017 of the Code or any similar provisions enacted in lieu of such Sections or any other elections beneficial to the Unit Holders and to cause the Company to register as a tax shelter under Code Sections 6111 and 6112 in the event the Manager determines that it is necessary or desirable for the Company to do so; (xi) to allocate income, gains, losses, deductions and credits in accordance with applicable provisions of this Agreement; (xii) to establish and maintain Reserves in accordance with applicable provisions of this Agreement; (xiii) to enter into, or cause any Special Purpose Entity or other Person in which the Company has an interest to enter into, the Property Management Agreement with the Sponsor in connection with each Property and to amend any such agreement from time to time; (xiv) to enter into, or cause any Special Purpose Entity or other Person in which the Company has an interest to enter into, a franchise agreement with respect to each Property and to amend such agreements from time to time; (xv) to amend this Agreement to reflect the admission and substitution of Members, and to amend this Agreement from time to time in accordance with applicable provisions of this Agreement; (xvi) to invest in Permitted Temporary Investments all funds not immediately needed in the business of the Company; (xvii) to acquire and enter into any contract of insurance which the Manager deems necessary or appropriate for the protection of the Company or the Manager, for the conservation of Company assets or for any other purpose convenient or beneficial to the Company;