Common use of Managers Powers Clause in Contracts

Managers Powers. Subject to the Members’ approval of the matters set forth in Section 6.6 below, the Manager has the exclusive right, power and duty, acting alone, to manage the business and affairs of the Company, with all powers necessary, advisable or convenient to that end. The powers and duties of the Manager include, but are not limited to, the following: 6.5.1 To establish and maintain operating bank accounts and reserves with any bank for such purposes and in such amounts as the Manager deems appropriate from time-to-time and in his discretion to designate persons to have signature authority on such accounts; 6.5.2 To employ or engage on behalf of the Company such Persons as in the Manager’s exclusive discretion or judgment may be deemed advisable for the proper operation of the business of the Company; 6.5.3 To make, execute, acknowledge and deliver such certificates, instruments and documents as may be required by, or may be appropriate under, in connection with the conduct of business by the Company; 6.5.4 To extend the Class 1 Offering, to accept funds from subscribing investors as Capital Contributions to the Company, to issue Class 1 Membership in the Company to such subscribing investors in connection therewith and accept such Persons as Members (and to rescind any such admittances as the Manager deems necessary to comply with applicable securities or other laws, or if it is in the best interest of the Company), to enter into, execute, acknowledge and deliver all agreements, documents and instruments in connection therewith which the Manager deems necessary to effectuate the Class 1 Offering, and to take any and all other actions in connection therewith as the Manager deems necessary or appropriate; 6.5.5 To extend the Class 2 Offering, to accept funds from Existing Members and/or new subscribing investors as Capital Contributions to the Company, to issue Class 2 Membership in the Company to such subscribing investors in connection therewith and accept such Persons as Members (and to rescind any such admittances as the Manager deems necessary to comply with applicable securities or other laws, or if it is in the best interest of the Company), and to redeem the Membership Interests of certain Existing Members as they may so select, to enter into, execute, acknowledge and deliver all agreements, documents and instruments in connection therewith which the Manager deems necessary to effectuate the Class 2 Offering, and to take any and all other actions in connection therewith as the Manager deems necessary or appropriate; 6.5.6 To enter into, execute, acknowledge and deliver all agreements, documents and instruments, and to take any and all other actions, which the Manager deems necessary or appropriate to consummate and/or evidence the Company’s investment in Tolleson Hospitality (including, but not limited to, the execution of any 6.5.7 To enter into, execute, acknowledge and deliver all agreements, documents and instruments, and to take any and all other actions, which the Manager deems necessary or appropriate to consummate and/or evidence the Company’s investment in Avondale Holdings (including, but not limited to, the execution of a contribution agreement, an operating agreement for Avondale Holdings, an assignment of membership interest in Avondale Hospitality, and any requisite consents, and the delivery of Company assets to Avondale Holdings as the Company’s capital contribution therein); 6.5.8 To approve any matter submitted by Tolleson Hospitality and/or Avondale Holdings to the Company for decision, including, but not limited to, (i) any proposed sale or other disposition of Tolleson Hospitality’s interest in Tolleson Owner, and/or Tolleson Owner’s ownership interest in the Tolleson Property (in each case, whether in whole or in part), and/or (ii) any proposed acquisition or refinance of debt secured by the Tolleson Property (or any portion thereof) or any other assets of Tolleson Hospitality and/or Tolleson Owner; and 6.5.9 In addition to the specific rights and powers herein granted, to engage in any activities necessary or incidental to the accomplishment of any of the purposes and business which the Company was formed to conduct.

Managers Powers. Subject to the Members’ approval of the matters set forth in Section 6.6 6.06 below, the Manager has the exclusive right, power and duty, acting alone, to manage the business and affairs of the Company, with all powers necessary, advisable or convenient to that end. The powers and duties of the Manager include, but are not limited to, the following: 6.5.1 (a) To establish and maintain operating bank accounts and reserves with any bank for such purposes and in such amounts as the Manager deems appropriate from time-to-time and in his discretion to designate persons to have signature authority on such accounts; 6.5.2 (b) To employ or engage on behalf of the Company such Persons as in the Manager’s exclusive discretion or judgment may be deemed advisable for the proper operation of the business of the Company; 6.5.3 (c) To make, execute, acknowledge and deliver such certificates, instruments and documents as may be required by, or may be appropriate under, in connection with the conduct of business by the Company; 6.5.4 (d) To extend the Class 1 Offering, to accept funds from subscribing investors as Capital Contributions to the Company, to Company and issue Class 1 Membership Interests in the Company to such subscribing investors in connection therewith and accept such Persons as Members (and to rescind any such admittances as the Manager deems necessary to comply with applicable securities or other laws, or if it is in the best interest of the Company)therewith, to enter into, execute, acknowledge and deliver all agreements, documents and instruments in connection therewith which the Manager deems necessary to effectuate the Class 1 Offering, and to take any and all other actions in connection therewith as the Manager deems necessary or appropriate; 6.5.5 (e) To extend make the Class 2 Offering, Loan to accept funds from Existing Members and/or new subscribing investors as Capital Contributions to the Company, to issue Class 2 Membership in the Company to such subscribing investors in connection therewith and accept such Persons as Members (and to rescind any such admittances as the Manager deems necessary to comply with applicable securities or other laws, or if it is in the best interest of the Company), and to redeem the Membership Interests of certain Existing Members as they may so selectBorrower, to enter into, execute, acknowledge and deliver all agreements, documents and instruments in connection therewith which the Manager deems necessary to effectuate the Class 2 OfferingLoan and secure repayment thereof (including, but not limited to, the Loan Documents), and to take any and all other actions in connection therewith (including, but not limited to, funding the Loan, recording/filing any and all documents as are necessary or advisable to perfect the Company’s lien interest against the collateral for the Loan, and servicing the Loan) as the Manager deems necessary or appropriate; 6.5.6 To (f) Notwithstanding the provisions of Section 2.08(b) of this Agreement to the contrary, to alter, modify, extend, reduce, settle and/or take any actions to enforce repayment of the Loan, to enter into, execute, acknowledge and deliver all agreements, documents documents, and instrumentsinstruments with regard thereto, and to take any and all other actions, which actions as the Manager deems necessary or appropriate to consummate and/or evidence the Company’s investment in Tolleson Hospitality (including, but not limited to, the execution of any 6.5.7 To enter into, execute, acknowledge and deliver all agreements, documents and instruments, and to take any and all other actions, which the Manager deems necessary or appropriate to consummate and/or evidence the Company’s investment in Avondale Holdings (including, but not limited to, the execution of a contribution agreement, an operating agreement for Avondale Holdings, an assignment of membership interest in Avondale Hospitality, and any requisite consents, and the delivery of Company assets to Avondale Holdings as the Company’s capital contribution therein); 6.5.8 To approve any matter submitted by Tolleson Hospitality and/or Avondale Holdings to the Company for decision, including, but not limited to, (i) any proposed sale or other disposition of Tolleson Hospitality’s interest in Tolleson Owner, and/or Tolleson Owner’s ownership interest in the Tolleson Property (in each case, whether in whole or in part), and/or (ii) any proposed acquisition or refinance of debt secured by the Tolleson Property (or any portion thereof) or any other assets of Tolleson Hospitality and/or Tolleson Ownerconnection therewith; and 6.5.9 (g) In addition to the specific rights and powers herein granted, to engage in any activities necessary or incidental to the accomplishment of any of the purposes and business which the Company was formed to conduct.