Common use of Rights and Powers of Manager Clause in Contracts

Rights and Powers of Manager. Except as may be expressly limited by other provisions of this Agreement, the Manager shall have complete authority over and exclusive control and management of the business and affairs of the Company and shall devote such time to the Company as may be reasonably required for the achievement of its purposes. If not otherwise specifically stated, and except as specifically authorized in Section 1.8, the references to action by the Manager or by the Company shall mean only action as provided in this Section 5.1. In connection with the management of the business and affairs of the Company, the Manager may employ on behalf of the Company any other persons to perform services for the Company, including persons employed by, affiliated with, or related to any Manager. The Manager, inits sole discretion, shall have the fullest power and authority permitted by law, and without limiting its authority and powers, the Manager, shall have the right, if, as and when he deems necessary or appropriate, on behalf of the Company, subject only to the terms and conditions of this Agreement: (a) To acquire, improve, operate, maintain, lease, use and improve (including capital expenditures of, any type) the Property or any other related assets, in such manner and on such terms and conditions as the Manager shall deem necessary or appropriate; (b) To exercise for the Company any and all rights, privileges, and powers available to the Company as holder of any Company property including, without limitation, the refinancing, replacement, renewal, consolidation, extension, modification and creation of encumbrances, mortgages, deeds of trust, deeds to secure debt, security agreements and other secured indebtedness on the Company property or any part thereof, and the modification, cancellation, extension or waiver of instruments, rights, options, and obligations pertaining to or affecting the Company property or any part thereof, all upon such terms and conditions as it deems proper; (c) To borrow money for Company purposes, and in connection with such borrowing to execute promissory notes on behalf of the Company; to mortgage, pledge or otherwise encumber the property and assets held by the Company to secure the obligations of the Company, and in connection with any such mortgage, to grant a confession of judgment on the part of Company and include in such mortgage, pledge or other instrument of security, such provisions as may be required by any lender; (d) To consent to the initial execution, modification, renewal or extension of any obligations, whether or not secured, or of any guarantees, or of any terms or provisions of any such guaranty, or to the release of any obligor under any such guaranty; to institute or refrain from instituting suits or actions against such obligor; and to pay or to abstain from the payment of taxes, water rents, sewer charges, assessments, mortgage payments, insurance premiums, and maintenance expenses, all at such time or times and upon such terms and conditions and under such circumstances as the Manager, in its (their) sole discretion, shall deem proper; (e) To adjust, compromise, settle or refer to arbitration any claims in favor of or against the Company or any nominee of the Company or any property held by the Company or its nominee, and to institute, prosecute and defend any legal proceedings or arbitration proceedings as the Manager shall deem advisable; (f) To perform or cause to be performed all of the Company's obligations under any agreement to which the Company is a party; (g) To execute, acknowledge and deliver any and all instruments in connection with any or all of the foregoing; (h) To expend the capital and revenues of the Company in furtherance of the Company's business; (i) To lease, sell, transfer, assign, convey, trade, exchange, or otherwise dispose of all or any portion of the Property, or any other real or personal property of the Company upon such terms and conditions and for such consideration as the Manager deems appropriate; (j) To enter into any agreement for the merger, reorganization, or consolidation of the Company with any other legal entity as may be permitted by law, to consummate, in accordance with the terms of such an agreement, the merger, reorganization, or consolidation of the Company, and through its Manager and Officers, who are hereby authorized and so directed, to take all acts and file all documents necessary or required to effectuate such merger, reorganization, or consolidation; (k) To delegate all or any of its duties hereunder and in furtherance of any such delegation to appoint, employ, or contract with any person the Manager may in its sole discretion deem necessary, including entities owned or controlled by the Manager (including Affiliates of the Manager), or desirable for the transaction of the business of the Company, which persons may, under the supervision of the Manager, perform any of the following or other acts or services for the Company as the Manager may approve, provided, however, that the Manager shall continue to be primarily responsible for the performance of all such obligations; serve as the Company's advisor and consultant in connection with policy decisions made by the Manager; act as consultants, accountants, correspondents, attorneys, brokers, escrow agents, or in any other capacity deemed by the Manager necessary or desirable; investigate, select and, on behalf of the Company, conduct relations with persons acting in such capacities and pay appropriate fees to, and enter into appropriate contracts with, or employ, or retain services performed or to be performed by, any of them in connection with any of the Company's properties; and perform or assist in the performance of administrative or managerial functions necessary in the management of the Company; (l) To terminate, modify, enforce, continue or otherwise deal with any note and mortgages, to refinance or sell the Property or other Company property, and to take any other action with respect to agreements made between the Company and a lender or any Affiliate thereof; (m) To exercise all decision-making authority and other powers on behalf of the Company in its capacity as a member, partner, or shareholder of any Affiliate; and (n) To, generally possess and exercise any and all of the rights, powers and privileges of a Manager under the laws of the State of Georgia.

Rights and Powers of Manager. Except as may be expressly limited by other provisions (a) Without limiting the generality of this AgreementSection 4.1 hereof, the Manager shall have complete authority over all the rights and exclusive powers which may be possessed by a manager in a limited liability company formed under the laws of the State of Delaware, which rights and powers are otherwise conferred by law or which are necessary, advisable or convenient to the discharge of the Manager’s duties under this Agreement and to the management, direction and control and management of the business and affairs of the Company and shall devote such time to the Company as may be reasonably required for the achievement of its purposes. If not otherwise specifically stated, and except as specifically authorized in Section 1.8, the references to action by the Manager or by the Company shall mean only action as provided in this Section 5.1. In connection with the management of the business and affairs of the Company, including the following rights and powers (provided that the failure to enumerate herein any specific right or power shall not be deemed to imply a limitation on the rights and powers of the Manager), all of which may be exercised by the Manager at such times and on such terms, conditions and provisions as the Manager shall determine in its sole and absolute discretion, without the consent of any Member(s): (i) to sell, or lease in one or more transactions, inside or outside the ordinary course of leasing and re-leasing of office suites to intended occupants thereof, all or any portion of or interest in the Project; (ii) to borrow money, and to make, issue, accept, endorse, hypothecate and execute promissory notes, drafts, bills of exchange, loan agreements and other instruments and evidences of indebtedness, and to secure the payment of any borrowings by the Company by mortgage, hypothecation, pledge, assignment or granting of security interests in all or any part of the Project, including without limitation construction, construction/mini-permanent and/or permanent loans to be obtained by the Company; (iii) to cause the Project LLC to acquire CNL’s interest in the Ground Lease, and easements, rights of way, and other interests relating to and beneficial for the Project; (iv) to engage and compensate such employees, agents, attorneys, accountants, consultants, contractors, real estate brokers, appraisers, businesses or other persons or entities as the Manager may employ deem necessary or advisable, including Affiliates; (v) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (vi) to maintain the books and records for the Company, conduct asset management activities of the Company and prepare the reports and financial statements to be submitted to the Members in accordance with this Agreement; (vii) to construct, renovate and make other improvements to the Project; (viii) as applicable, to obtain all permits, licenses, approvals, and variances required for the acquisition, ownership and maintenance of the Property, and for the operation, management, repair, redevelopment, renovation, improvement, leasing and use of the Project in accordance with applicable Governmental Requirements and customary local practices; (ix) if applicable, for a repair, redevelopment or renovation, to select and approve materials to be incorporated into the Project consistent with their intended quality; (x) to undertake, implement and complete any operation and maintenance program or any other program or action to remove or otherwise remediate hazardous materials; (xi) to supervise negotiations with the appropriate Governmental Authorities; (xii) to supervise the resolution of any disputes concerning boundaries of the Property or Project and the rights of adjoining owners; (xiii) to take such actions and incur such expenses on behalf of the Company any other persons to perform services for the Company, including persons employed by, affiliated with, or related to any Manager. The Manager, inits sole discretion, shall have the fullest power and authority permitted by law, and without limiting its authority and powers, the Manager, shall have the right, if, as and when he deems necessary or appropriate, on behalf of the Company, subject only to the terms and conditions of this Agreement: (a) To acquire, improve, operate, maintain, lease, use and improve (including capital expenditures of, any type) the Property or any other related assets, in such manner and on such terms and conditions as the Manager shall it may deem necessary or appropriate; (b) To exercise for the Company any and all rights, privileges, and powers available to the Company as holder of any Company property including, without limitation, the refinancing, replacement, renewal, consolidation, extension, modification and creation of encumbrances, mortgages, deeds of trust, deeds to secure debt, security agreements and other secured indebtedness on the Company property or any part thereof, and the modification, cancellation, extension or waiver of instruments, rights, options, and obligations pertaining to or affecting the Company property or any part thereof, all upon such terms and conditions as it deems proper; (c) To borrow money for Company purposes, and advisable in connection with such borrowing to execute promissory notes on behalf of the Company; to mortgage, pledge or otherwise encumber the property and assets held by the Company to secure the obligations of the Company, and in connection with any such mortgage, to grant a confession of judgment on the part of Company and include in such mortgage, pledge or other instrument of security, such provisions as may be required by any lender; (d) To consent to the initial execution, modification, renewal or extension of any obligations, whether or not secured, or of any guarantees, or of any terms or provisions of any such guaranty, or to the release of any obligor under any such guaranty; to institute or refrain from instituting suits or actions against such obligor; and to pay or to abstain from the payment of taxes, water rents, sewer charges, assessments, mortgage payments, insurance premiums, and maintenance expenses, all at such time or times and upon such terms and conditions and under such circumstances as the Manager, in its (their) sole discretion, shall deem proper; (e) To adjust, compromise, settle or refer to arbitration any claims in favor of or against the Company or any nominee of the Company or any property held by the Company or its nominee, and to institute, prosecute and defend any legal proceedings or arbitration proceedings as the Manager shall deem advisable; (f) To perform or cause to be performed all of the Company's obligations under any agreement to which the Company is a party; (g) To execute, acknowledge and deliver any and all instruments in connection with any or all of the foregoing; (h) To expend the capital and revenues of the Company in furtherance of the Company's business; (i) To lease, sell, transfer, assign, convey, trade, exchange, or otherwise dispose of all or any portion of the Property, or any other real or personal property of the Company upon such terms and conditions and for such consideration as the Manager deems appropriate; (j) To enter into any agreement for the merger, reorganization, or consolidation of the Company with any other legal entity as may be permitted by law, to consummate, in accordance with the terms of such an agreement, the merger, reorganization, or consolidation of the Company, and through its Manager and Officers, who are hereby authorized and so directed, to take all acts and file all documents necessary or required to effectuate such merger, reorganization, or consolidation; (k) To delegate all or any of its duties hereunder and in furtherance of any such delegation to appoint, employ, or contract with any person the Manager may in its sole discretion deem necessary, including entities owned or controlled by the Manager (including Affiliates of the Manager), or desirable for the transaction conduct of the business of the Company, which persons mayincluding but not limited to, under the supervision reimbursement of all expenditures made on behalf of the Company by the Manager or any other Person; (xiv) to deposit any funds of the Company not needed immediately for Company purposes in non-interest bearing bank accounts or invest any such funds in obligations backed by the full faith and credit of any government or subdivision or agency thereof or any certificates of deposit, investment grade commercial paper, money market funds, bank accounts or other similar securities as the Manager may determine; (xv) to enter into leases, including master leases, approve or disapprove assignments and subleases and enter into and perform such other contracts and undertakings as it may deem necessary or advisable for the conduct of the business of the Company, and to do any act, grant any consent or execute any document on behalf of the Company as it, in its sole discretion, deems necessary, convenient, incidental or appropriate to the furtherance of the business of the Company; and (xvi) to perform all necessary or incidental activities relating to the foregoing. (b) Notwithstanding the foregoing authority of the Manager, perform any the consent of all of the following or other acts or services Members is required in order for the Company as to engage in any other business activity not reasonably related to the Manager may approve, provided, however, that Project. (c) No person dealing with the Manager shall continue be required to be primarily responsible for the performance of all such obligations; serve as the Company's advisor and consultant in connection with policy decisions made by the Manager; act as consultants, accountants, correspondents, attorneys, brokers, escrow agents, or in determine its authority to make any other capacity deemed by the Manager necessary or desirable; investigate, select and, undertaking on behalf of the Company, conduct relations with persons acting in such capacities and pay appropriate fees to, and enter into appropriate contracts with, or employ, or retain services performed or to determine any fact or circumstance bearing upon the existence of its authority. Every contract, agreement, lease, promissory note, deed, mortgage or other instrument or document executed by the Manager shall be performed by, conclusive evidence in favor of any of them in connection with any and every person relying thereon or claiming thereunder that: (i) At the time of the Company's properties; execution or delivery thereof, the Company was in full force and perform or assist in the performance of administrative or managerial functions necessary in the management of the Companyeffect; (lii) To terminate, modify, enforce, continue Such instrument or otherwise deal document was duly executed in accordance with any note the terms and mortgages, to refinance or sell the Property or other Company property, provisions of this Agreement and to take any other action with respect to agreements made between is binding upon the Company and a lender or any Affiliate thereof;all of the Members; and (miii) To exercise all decision-making authority The Manager was duly authorized and other powers empowered to execute and deliver any and every such instrument or document for and on behalf of the Company in its capacity as a member, partner, or shareholder of any Affiliate; and (n) To, generally possess and exercise any and all of the rights, powers and privileges of a Manager under the laws of the State of GeorgiaCompany.