Common use of Manager Powers Clause in Contracts

Manager Powers. (a) The Manager shall manage, and, subject to Article V and Section 6.3, shall have complete control over the conduct of, the affairs of the Company. Subject to the other provisions of this Article VI, the Manager shall have the authority, on behalf of the Company, to do all things appropriate to the accomplishment of the purposes of the Company, including (but not limited to): (i) developing, operating, expanding, enhancing, retracting, leasing, holding, selling and/or promoting all or any portion of the ▇▇▇▇ Facilities, (ii) those actions generally described in Article IV, (iii) employing contractors, subcontractors, attorneys, accountants or other agents, including Affiliates, and defining their duties and establishing their compensation, (iv) investing and reinvesting Company funds, (v) negotiating and executing the operating agreement of the Development Entity and any amendments thereto, voting the Company's interest as a member of the Development Entity, committing Company funds, credit and resources to the Development Entity (and/or the projects of the development entity), delineating the Company's rights to the Development Entity's land and facilities, and negotiating and contracting with the Development Entity, (vi) otherwise entering into -- and committing Company funds, credit and resources to -- ventures with one or more neighboring enterprises in respect of the development, purchase, operation and/or allocation of common areas and facilities, (vii) causing the Company to make all payments, and to provide all consideration, consistent with this Article VI, (viii) executing contracts, notes and other writings, including those with respect to which an Affiliate is a counterparty, and (ix) appointing any person as agent for service of process on the Company, (b) In furtherance and not in limitation of the foregoing, the Manager is authorized to execute, on behalf of the Company, all documents required in connection with (i) the further or full acquisition of the ▇▇▇▇ Facility, and (ii) the interest, rights and liabilities of the Company in respect of the common areas appurtenant to the ▇▇▇▇ Facilities and/or to be shared with (or with the patrons of) any and all neighboring facilities. (c) Each Member irrevocably appoints the Manager and each officer of the Manager as his attorney-in-fact on his behalf and in his stead to execute, swear to and file any amendment or revocation of the Articles and to execute, sign any Member's name to, swear to and file any writing, and to give any notice that may be required by any rule or law that may be appropriate to the effecting of any action by or on behalf of the Company or the Members that has been taken as provided in this Agreement, that may be necessary or appropriate to enable the Company to transact business in any other state, or that may be necessary or appropriate to correct any errors or omissions. This power of attorney (i) is coupled with an interest and shall not be revoked by the act, death or incapacity of any Member, and (ii) shall survive an assignment by any Member of his interest (provided that where a Member's entire interest is assigned to a person becoming a substitute Member, this power shall survive solely to permit the Manager to effect the substitution). (d) Any amendments to the Articles shall be filed by the Manager with the Secretary. The Manager need not deliver a copy of any such document to each Member, but shall provide copies to a Member upon request. (e) Subject to the other provisions of this Article VI, the Manager shall have the power to act for and to bind the Company to the full extent provided by Indiana law. (f) No third party shall be required to independently confirm that any Manager's action on behalf of the Company is authorized, and such third party shall be entitled to assume the authority of any incumbent Manager purporting to act on behalf of the Company, and every contract, note, mortgage, lease, deed or other instrument executed by a Manager shall be conclusive evidence that, at the time of Execution, the Company was then in existence, this Agreement had not theretofore been terminated or amended in any manner not disclosed in the Articles, and the execution and delivery of such instrument was duly authorized by the Company. (g) The Manager shall act as "tax matters partner" of the Company, as defined in Code Section 6231(a)(7).

Manager Powers. (a) The Manager shall manage, and, subject to Article V and Section 6.3, shall have complete control over the conduct of, the affairs of the Company. Subject to the other provisions of this Article VI, the Manager shall have the authority, on behalf of the Company, to do all things appropriate to the accomplishment of the purposes of the Company, including (but not limited to): (i) developing, operating, expanding, enhancing, retracting, leasing, holding, selling and/or promoting all or any portion of the ▇G▇▇▇ Facilities, (ii) those actions generally described in Article IV, (iii) employing contractors, subcontractors, attorneys, accountants or other agents, including Affiliates, and defining their duties and establishing their compensation, (iv) investing and reinvesting Company funds, (v) negotiating and executing the operating agreement of the Development Entity and any amendments thereto, voting the Company's interest as a member of the Development Entity, committing Company funds, credit and resources to the Development Entity (and/or the projects of the development entityDevelopment Entity), delineating the Company's rights to the Development Entity's land and facilities, and negotiating and contracting with the Development Entity, (vi) otherwise entering into -- and committing Company funds, credit and resources to -- ventures with one or more neighboring enterprises in respect of the development, purchase, operation and/or allocation of common areas and facilities, (vii) causing the Company to make all payments, and to provide all consideration, consistent with this Article VI, (viii) executing contracts, notes and other writings, including those with respect to which an Affiliate is a counterparty, and (ix) appointing any person as agent for service of process on the Company, (b) In furtherance and not in limitation of the foregoing, the Manager is authorized to execute, on behalf of the Company, all documents required in connection with (i) the further or full acquisition of the ▇G▇▇▇ Facility, and (ii) the interest, rights and liabilities of the Company in respect of the common areas appurtenant to the ▇G▇▇▇ Facilities and/or to be shared with (or with the patrons of) any and all neighboring facilities. (c) Each Member irrevocably appoints the Manager and each officer of the Manager as his attorney-in-fact on his behalf and in his stead to execute, swear to and file any amendment or revocation of the Articles and to execute, sign any Member's name to, swear to and file any writing, and to give any notice that may be required by any rule or law that may be appropriate to the effecting of any action by or on behalf of the Company or the Members that has been taken as provided in this Agreement, that may be necessary or appropriate to enable the Company to transact business in any other state, or that may be necessary or appropriate to correct any errors or omissions. This power of attorney (i) is coupled with an interest and shall not be revoked by the act, death or incapacity of any Member, and (ii) shall survive an assignment by any Member of his interest (provided that where a Member's entire interest is assigned to a person becoming a substitute Member, this power shall survive solely to permit the Manager to effect the substitution). (d) Any amendments to the Articles shall be filed by the Manager with the Secretary. The Manager need not deliver a copy of any such document to each Member, but shall provide copies to a Member upon request. (e) Subject to the other provisions of this Article VI, the Manager shall have the power to act for and to bind the Company to the full extent provided by Indiana law. (f) No third party shall be required to independently confirm that any Manager's action on behalf of the Company is authorized, and such third party shall be entitled to assume the authority of any incumbent Manager purporting to act on behalf of the Company, and every contract, note, mortgage, lease, deed or other instrument executed by a Manager shall be conclusive evidence that, at the time of Executionexecution, the Company was then in existence, this Agreement had not theretofore been terminated or amended in any manner not disclosed in the Articles, and the execution and delivery of such instrument was duly authorized by the Company. (g) The Manager shall act as "tax matters partner" of the Company, as defined in Code Section 6231(a)(7).