Common use of Specific Authority Clause in Contracts

Specific Authority. Without limiting the generality of Subsection 3.1 and subject to the terms of Subsection 3.10, all Members agree that the Board of Managers shall, exercising sole discretion, have the right and power to take any and all of the following actions, except to the extent such rights and powers may be limited by other provisions of this Agreement: (1) liquidating and dissolving the REIT prior to the end of the Indemnification Period; (2) settling and/or satisfying any Indemnification Claims made by Purchaser under the Sale Agreement; (3) using any or all of the Holdback Amount to pay any post-closing costs and expenses associated with the transactions contemplated by the Sale Agreement; (4) setting aside reserves and/or provisions in connection with any Indemnification Claim, which reserves shall be established in the sole discretion of the Board of Managers; (5) paying any and all transaction fees and expenses incurred by the Company and/or the REIT in connection with the transactions contemplated by the Sale Agreement from the Holdback Amount and the Cash Reserve Amount; (6) the distribution of Company cash, other than the Holdback Amount which shall only be distributed in accordance with Section 5.5 hereof; (7) the investing of Company funds, including the Holdback Amount; (8) the making of any expenditures, including, without limitation, those incurred in connection with or relating to the business of the Company, and the Board of Managers may use any or all of the Cash Reserve Amount to pay for such expenditures; (9) the use of the assets of the Company in connection with the business of the Company; (10) the negotiation, execution and performance of any contracts, conveyances or other instruments; (11) the maintenance of insurance for the benefit of the Company and the Members; (12) the control of any matters affecting the rights and obligations of the Company, including the conduct of litigation and the incurring of legal expense and the settlement of claims and litigations; (13) the indemnification of any person against liabilities and contingencies to the extent permitted by law; (14) the making or revoking of the elections referred to in Code Section 754 or any similar provision enacted in lieu thereof, or any corresponding provision of state tax laws (and each Member will, upon request of the Manager, supply the information necessary to properly give effect to such elections); (15) the filing of such amendments to the Certificate of Formation as may be required or as the Board of Managers may deem necessary from time to time; (16) the filing on behalf of the Company of all required local, state and federal tax returns and other documents relating to the Company; and (17) authorizing and directing the officers of the Company to take all actions and execute on behalf of the Company all documents, instruments and agreements necessary or desirable in connection with any of the foregoing.

Specific Authority. Without limiting the generality of Subsection 3.1 the foregoing, and subject to the terms limitations of Subsection 3.10authority of the Shared Facilities Manager in Section 5.8 below or otherwise set forth in this Agreement, all Members agree that in addition to the Board of Managers shallauthority otherwise granted herein, exercising sole discretion, the Shared Facilities Manager shall have the right and power to take any and all power, without further consent or approval of the following actionsother Co-Tenants, except to do any of the extent such rights following:‌ (a) to negotiate, enter into on behalf of the Co-Tenants, and powers may be limited by other provisions administer agreements with third party contractors, or to employ persons, and to otherwise expend monies necessary for the management, operation, maintenance, and repair of the Shared Facilities in accordance with this Agreement: ; provided, however, that (1i) liquidating such engagement and dissolving any fees paid to such third party contractor thereunder shall be in accordance with the REIT prior Approved Shared Facilities O&M Budget, (ii) with respect to the end any agreement with a third party contractor that is an Affiliate of the Indemnification PeriodShared Facilities Manager, the Shared Facilities Manager enters into such agreement on an arms-length basis and (other than with respect to agreements the aggregate value of which does not exceed Two Hundred Thousand Dollars $200,000 during the Term hereof) with the prior written consent of all Co-Tenants, (iii) no such third party contractor engagement shall relieve the Shared Facilities Manager of its rights or obligations set forth in this Agreement, and (iv) any such agreements or other actions shall comply with all applicable financing documents; (2b) settling and/or satisfying any Indemnification Claims made by Purchaser under the Sale Agreement; (3) using any or all to pay and collect on behalf of the Holdback Amount to pay any postCo-closing costs and expenses associated with the transactions contemplated by the Sale Agreement; (4) setting aside reserves and/or provisions in connection with any Indemnification Claim, which reserves shall be established in the sole discretion of the Board of Managers; (5) paying any and all transaction fees and expenses incurred by the Company and/or the REIT Tenants amounts due in connection with the transactions contemplated by Shared Facilities, but only in accordance with the Sale Agreement from the Holdback Amount and the Cash Reserve AmountApproved Shared Facilities O&M Budget; (6c) to commit to the distribution expenditure of Company cash, other than or spend up to and including Five Hundred Thousand Dollars ($500,000) in the Holdback Amount which shall only be distributed in accordance with Section 5.5 hereof; aggregate (7) the investing of Company funds, including the Holdback Amount; (8) the making costs of any expenditures, including, without limitation, those incurred in connection with or relating to the business of the Company, installation and the Board of Managers may use any or all of the Cash Reserve Amount to pay expediting fees) for such expenditures; (9) the use of the assets of the Company in connection with the business of the Company; (10) the negotiation, execution and performance of any contracts, conveyances or other instruments; (11) the maintenance of insurance for the benefit of the Company and the Members; (12) the control of any matters affecting the rights and obligations of the Company, including the conduct of litigation and the incurring of legal expense and the settlement of claims and litigations; (13) the indemnification of any person against liabilities and contingencies to the extent permitted by law; (14) the making or revoking of the elections referred to in Code Section 754 or any similar provision enacted in lieu thereof, or any corresponding provision of state tax laws (and each Member will, upon request of the Manager, supply the information necessary to properly give effect to such elections); (15) the filing of such amendments to the Certificate of Formation as may be required or as the Board of Managers may deem necessary from time to time; (16) the filing on behalf of the Company of all required local, state Co-Tenants to repair the Shared Facilities due to an Emergency; provided that the Shared Facilities Manager gives concurrent notice by facsimile and federal tax returns and other documents relating electronic mail to the CompanyCo-Tenants benefiting from such Shared Facilities regarding the nature and amount of the expenditure as soon as reasonably practicable after the estimated amount of the expenditure is known by the Shared Facilities Manager, but in any event no later than the time the Shared Facilities Manager commits to the expenditure; (d) to negotiate with, and represent the Co-Tenants’ interests before, any Governmental Authority regarding property valuation and real property taxes (if any) related to Shared Facilities; provided that any agreements or settlements with respect to the foregoing are approved by the Co-Tenants; and (17e) authorizing to execute, acknowledge, and directing the officers of the Company to take deliver any and all actions and execute on behalf of the Company all documents, instruments and agreements take such other steps as are reasonably necessary or desirable in connection to effectuate the foregoing and as are consistent with the terms of this Agreement, including Section 5.8 and any of the foregoingother limitations set forth herein.