Authority of the LP Committee Sample Clauses

Authority of the LP Committee. Except as otherwise expressly provided in this Agreement, the General Partner has designated the LP Committee to have the exclusive power and authority on its behalf to manage the business and affairs of the JV and to make all decisions with respect thereto. The LP Committee is hereby vested with all rights and powers of a general partner under the Act and has full authority to manage the JV and exercise all rights on behalf of the JV under, and in accordance with, this Agreement, including all rights and powers to manage and control the business and affairs of the JV in accordance with this Agreement. For the avoidance of doubt, the General Partner has no rights or powers as a partner of the JV, and pursuant to Section 17-403 of the Act, the General Partner, solely in its capacity as such, has irrevocably delegated to the LP Committee ab initio all of its rights and powers with respect to the JV (for the avoidance of doubt, this sentence shall not apply to any rights or powers of Keurig Lux Partner in its capacity as a Limited Partner or a holder of Units or as otherwise expressly provided to the Keurig Lux Partner or the Keurig USA Partner hereunder). No Partner or Designee (acting individually) shall have the authority to manage the business and affairs of the JV or contract for or incur on behalf of the JV any debts, liabilities or other obligations or bind the JV, except as expressly permitted by this Agreement. Except as otherwise expressly provided in this Agreement, the LP Committee or Persons designated by the LP Committee, including officers and agents of the JV appointed by the LP Committee, will be the only Persons authorized to execute documents which will be binding on the JV. To the fullest extent permitted by Applicable Law, but subject to any specific provisions hereof granting rights to the Limited Partners, the LP Committee will have the power to perform any acts, statutory or otherwise, with respect to the JV or this Agreement, which would otherwise be possessed by the Limited Partners under the Act, and the Limited Partners will have no power whatsoever with respect to the management of the business and affairs of the JV. The power and authority granted to the LP Committee hereunder will include all those necessary, advisable or incidental for the accomplishment of the purposes of the JV and the exercise of the powers of the JV. Except as otherwise stated herein, any decision, action, approval, authorization, election or determination ...