Fill and Sign the Msr Purchase and Sale Agreement Secgovhome Form

-1- 6.03[2][b] Clauses Relating to Powers of Venture Example 1 (Corporate Joint Venture; Charter Provision; No Enumeration):Article 1: Power. The Corporation may exercise any and all powers in furtherance of its purposes that a corporation may lawfully exercise under the laws of the State of [state of incorporation]. Example 2 (Partnership Venture; Enumerated Powers): Section 1.01. Powers. The Venture shall have such powers as are necessary or appropriate to carry out the purposes of the Venture, including, without limitation, the following powers, directly or through subsidiaries: (a) to form own, manage and dissolve one or more subsidiaries; (b) to borrow money and to guarantee the obligations of any subsidiary and any other Affiliate of the Venture for any business, object or purpose of the Venture from time to time, without limit as to amount; to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and any other kinds of negotiable and nonnegotiable instruments and evidences of indebtedness, whether or not in connection with borrowing money, and to secure the payment thereof (and the interest thereon) by the creation of any interest in the property or rights of the Venture or in any property owned by others when the Venture has the right to do so, whether owned by or subject to such right of the Venture at the time such indebtedness is incurred or thereafter; (c) to purchase, borrow, acquire, hold, exchange, sell, distribute, assign, transfer, lend, mortgage, pledge, hypothecate, convert, redeem, escrow or reissue instruments evidencing its indebtedness; (d) to make such investments as the Venture's Managing Board deems advisable and approves; (e) to have and maintain one or more offices within or without the State of _____, and in connection therewith to rent, lease or purchase office or manufacturing space, facilities and equipment, to engage and pay personnel and to do such other acts and things and incur such other expenses on its behalf as may be necessary or advisable in connection with the maintenance of such offices or manufacturing space or the conduct of the Venture; (f) to open, maintain and close bank accounts and to draw checks and other orders for the payment of money; (g) to employ and dismiss from employment any and all employees, agents or independent contractors; -2- (h) to sue and to defend suits, to prosecute, settle or compromise claims against others, to compromise, settle or accept judgments or claims against the Venture and to execute all documents and make any representations, admissions and waivers in connection therewith; (i) to enter into, make and perform all such contracts, agreements and other undertakings, including indemnity agreements, as may be necessary or advisable or incident to the carrying out of the foregoing purposes; and (j) to take such other actions as the Venture's Managing Board may deem necessary or advisable in connection with the foregoing, including the retention of agents, independent contractors, attorneys, accountants and other experts selected by the Venture's Managing Board on behalf and at the expense of the Venture and in connection with the preparation and filing of all Venture tax returns. The Venture shall have all lawful powers necessary, suitable or convenient for the furtherance of the aforesaid purposes and, without limiting the foregoing, the Venture may carry out its objectives and accomplish its purposes as principal or agent, directly or indirectly, through one or more of its subsidiaries or Affiliates, alone or with associates, or as a member or as a participant in any firm, association, trust, partnership or other entity. As used herein (i) "Affiliate" of a specified Person shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified, and (ii) "Person" shall mean any individual, corporation, partnership, firm, association or other entity. Example 3 (Limited Liability Company; No Enumeration): Section 1.01. Powers. The LLC shall have the power to do any and all acts and things necessary, appropriate, advisable or convenient for the furtherance and accomplishment of the purposes of the LLC, including, without limitation, to engage in any kind of activity and to enter into and perform obligations of any kind necessary to or in connection with, or incidental to, the accomplishment of the purposes of the LLC, so long as these activities and obligations may be lawfully engaged in or performed by a limited liability company under the [specific state limited liability act].