Absence. A Representative may, in isolated instances arising from exigent circumstances, designate a Person to act as his or her substitute and in his or her place at any meeting of the Management Committee. Such Person shall have all power of the absent Representative, and references herein to a “Representative” at a meeting shall be deemed to include his or her substitute. Notwithstanding anything in this Agreement to the contrary, Representatives, in their capacities as such, shall not be deemed to be “members” or “managers” (as such terms are defined in the Act) of the Company; provided that, for the purpose of clarity and the avoidance of doubt, nothing contained in this sentence shall relieve or diminish any Representative’s duties under Section 3.2(b) hereof.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Michael Foods Inc/New), Limited Liability Company Agreement (Birds Eye Foods, Inc.), Limited Liability Company Agreement (NTK Holdings, Inc.)
Absence. A Representative may, in isolated instances arising from exigent circumstances, designate a Person to act as his or her substitute and in his or her place at any meeting of the Management Committee. Such Person shall have all power of the absent Representative, and references herein to a “"Representative” " at a meeting shall be deemed to include his or her substitute. Notwithstanding anything in this Agreement to the contrary, Representatives, in their capacities as such, shall not be deemed to be “"members” " or “"managers” " (as such terms are defined in the Act) of the Company; provided that, for the purpose of clarity and the avoidance of doubt, nothing contained in this sentence shall relieve or diminish any Representative’s 's duties under Section 3.2(b) hereof.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Michael Foods Inc/New), Limited Liability Company Agreement (NTK Holdings, Inc.), Limited Liability Company Agreement (Pro Fac Cooperative Inc)
Absence. A Representative may, in isolated instances arising from exigent circumstances, designate a Person to act as his or her substitute and in his or her place at any meeting of the Management Committee. Such Person shall have all power of the absent Representative, and references herein to a “"Representative” " at a meeting shall be deemed to include his or her substitute. Notwithstanding anything in this Agreement to the contrary, Representatives, in their capacities as such, shall not be deemed to be “"members” " or “"managers” " (as such terms are defined in the Act) of the Company; provided thatPROVIDED THAT, for the purpose of clarity and the avoidance of doubt, nothing contained in this sentence shall relieve or diminish any Representative’s 's duties under Section SECTION 3.2(b) hereof.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Mg Waldbaum Co), Limited Liability Company Agreement (Mg Waldbaum Co)
