Common use of Duties of Officers Generally Clause in Contracts

Duties of Officers Generally. Under the direction of and, at all times, subject to the authority of the Board, the officers shall have the discretion to manage the day-to-day business, operations and affairs of the Company in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board hereunder, affecting the day-to-day business, operations and affairs of the Company in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board or this Agreement. Subject to the supervision and direction of the Board, the Chief Executive Officer shall have the power and authority to delegate to any agents or employees of the Company rights and powers of officers of the Company to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, as the Chief Executive Officer may deem appropriate from time to time, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. Notwithstanding the foregoing, without limiting the rights and powers of the Board or any other approval right herein granted to the holders of Preferred Units, no officer shall enter into or consummate any of the following transactions without the prior approval of the Board (or a duly authorized committee thereof): (i) any material transaction outside of the ordinary course of the Company’s business consistent with past practice, unless such transaction is provided for within the then current operating budget approved by the Board or obligates the Company for an amount not in excess of $100,000; (ii) the issuance of any Units or other security of the Company, including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any indebtedness for borrowed money in excess of $100,000 individually or $250,000 in the aggregate (other than purchase money indebtedness); (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the business; or (ix) any other acts requiring the consent or approval of the Board under this Agreement.

Duties of Officers Generally. Under the direction of and, at all times, subject to the authority of the Board_______________, the officers shall have the discretion to manage the day-to-day business, operations and affairs of the Company in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board _______________ hereunder, affecting the day-to-day business, operations and affairs of the Company in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board _______________ shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board _______________ or this Agreement. Subject to the supervision and direction of the Board, the Chief Executive Officer The President shall have the power and authority to delegate to any agents or employees of the Company rights and powers of officers of the Company to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, as the Chief Executive Officer President may deem appropriate from time to time, in each case, unless the Board _______________ shall have previously restricted (specifically or generally) such powers. Notwithstanding the foregoing, without limiting the rights and powers of the Board or any other approval right herein granted to the holders of Preferred Units, no officer shall enter into or consummate any of the following transactions without the prior approval of the Board (or a duly authorized committee thereof): ________________: (i) any material transaction outside of the ordinary course of the Company’s business consistent with past practice, unless such transaction is provided for within the then current operating budget approved by the Board or obligates the Company for an amount not in excess of $100,000; (ii) the issuance of any Units or other security of the Company, ; including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any liabilities, obligations, including guarantees, or indebtedness for borrowed money in excess of $100,000 individually 25,000 individually, or $250,000 as otherwise expressly provided in the aggregate (other than purchase money indebtedness)Company’s employment agreement with the President of the Company; (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the business_______________; or (ixviii) any other acts requiring the consent or approval of the Board _______________ under this Agreement.

Duties of Officers Generally. Under the direction of and, at all times, subject to the authority of the Board_______________, the officers shall have the discretion to manage the day-to-day business, operations and affairs of the Company in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board _______________ hereunder, affecting the day-to-day business, operations and affairs of the Company in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board _______________ shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board _______________ or this Agreement. Subject to the supervision and direction of the Board, the Chief Executive Officer The President shall have the power and authority to delegate to any agents or employees of the Company rights and powers of officers of the Company to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, as the Chief Executive Officer President may deem appropriate from time to time, in each case, unless the Board _______________ shall have previously restricted (specifically or generally) such powers. Notwithstanding the foregoing, without limiting the rights and powers of the Board or any other approval right herein granted to the holders of Preferred Units, no officer shall enter into or consummate any of the following transactions without the prior approval of the Board (or a duly authorized committee thereof): _______________: (i) any material transaction outside of the ordinary course of the Company’s business consistent with past practice, unless such transaction is provided for within the then current operating budget approved by the Board or obligates the Company for an amount not in excess of $100,000; (ii) the issuance of any Units or other security of the Company, ; including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any liabilities, obligations, including guarantees, or indebtedness for borrowed money in excess of $100,000 individually 25,000 individually, or $250,000 as otherwise expressly provided in the aggregate (other than purchase money indebtedness)Company’s employment agreement with the President of the Company; (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the business_______________; or (ixviii) any other acts requiring the consent or approval of the Board _______________ under this Agreement.

Duties of Officers Generally. Under the direction of and, at all times, subject to the authority of the BoardMember or Manager , the officers shall have the discretion to manage the day-to-day business, operations and affairs of the Company in the ordinary course of its business, to make all decisions, except those expressly reserved or requiring the approval of the Board Member or Manager hereunder, affecting the day-to-day business, operations and affairs of the Company in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board Member or Manager shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board Member or Manager or this Agreement. Subject to the supervision and direction of the Board, the Chief Executive Officer The President shall have the power and authority to delegate to any agents or employees of the Company rights and powers of officers of the Company to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, as the Chief Executive Officer President may deem appropriate from time to time, in each case, unless the Board Member or Manager shall have previously restricted (specifically or generally) such powers. Notwithstanding the foregoing, without limiting the rights and powers of the Board or any other approval right herein granted to the holders of Preferred Units, no officer shall enter into or consummate any of the following transactions without the prior approval of the Board (Member or a duly authorized committee thereof): Manager : (i) any material transaction outside of the ordinary course of the Company’s business consistent with past practice, unless such transaction is provided for within the then current operating budget approved by the Board or obligates the Company for an amount not in excess of $100,000; (ii) the issuance of any Units or other security of the Company, ; including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the Company under any plan approved by the Board; (iii) any sale of any material portion of the Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Preferred Units); (v) redeem or purchase or otherwise acquire any Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any liabilities, obligations, including guarantees, or indebtedness for borrowed money in excess of $100,000 individually 25,000 individually, or $250,000 as otherwise expressly provided in the aggregate (other than purchase money indebtedness)Company’s employment agreement with the President of the Company; (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the ordinary course of the businessMember or Manager ; or (ixviii) any other acts requiring the consent or approval of the Board Member or Manager under this Agreement.