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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\u2019s 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\u2019s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Company\u2019s 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.", "hash": "b880a5bbb6b6147771f4181d6bc46b12", "id": 8}, {"size": 4, "snippet_links": [{"key": "terms-of", "type": "definition", "offset": [15, 23]}, {"key": "officer-employment-agreement", "type": "definition", "offset": [28, 56]}, {"key": "under-the-direction-of", "type": "definition", "offset": [58, 80]}, {"key": "at-all-times", "type": "clause", "offset": [86, 98]}, {"key": "authority-of-the-board", "type": "clause", "offset": [115, 137]}, {"key": "the-officers", "type": "definition", "offset": [139, 151]}, {"key": "full-and-complete", "type": "clause", "offset": [163, 180]}, {"key": "the-day", "type": "definition", "offset": [214, 221]}, {"key": "ordinary-course", "type": "definition", "offset": [288, 303]}, {"key": "the-foregoing", "type": "definition", "offset": [540, 553]}, {"key": "each-case", "type": "definition", "offset": [558, 567]}, {"key": "board-shall", "type": "definition", "offset": [580, 591]}, {"key": "in-addition", "type": "clause", "offset": [660, 671]}, {"key": "other-powers-and-duties", "type": "clause", "offset": [702, 725]}, {"key": "by-the-board", "type": "clause", "offset": [747, 759]}, {"key": "agreement-or", "type": "definition", "offset": [766, 778]}, {"key": "such-officer", "type": "definition", "offset": [779, 791]}, {"key": "the-chief-executive-officer", "type": "clause", "offset": [824, 851]}, {"key": "the-president", "type": "clause", "offset": [856, 869]}, {"key": "authority-to-delegate", "type": "clause", "offset": [895, 916]}, {"key": "employees-of-the", "type": "clause", "offset": [934, 950]}, {"key": "officers-of-the-partnership", "type": "clause", "offset": [984, 1011]}, {"key": "from-time-to-time", "type": "clause", "offset": [1210, 1227]}, {"key": "management-powers", "type": "clause", "offset": [1449, 1466]}, {"key": "business-and-affairs", "type": "clause", "offset": [1476, 1496]}, {"key": "provisions-of-this-agreement", "type": "clause", "offset": [1532, 1560]}, {"key": "the-general-partner", "type": "definition", "offset": [1577, 1596]}, {"key": "general-partner-of-the-partnership", "type": "clause", "offset": [1614, 1648]}, {"key": "a-committee", "type": "clause", "offset": [1900, 1911]}, {"key": "meaning-of", "type": "definition", "offset": [1923, 1933]}, {"key": "section-17", "type": "clause", "offset": [1934, 1944]}, {"key": "delaware-lp-act", "type": "definition", "offset": [1962, 1977]}], "samples": [{"hash": "7sO9TTJ0kw6", "uri": "/contracts/7sO9TTJ0kw6#duties-of-officers-generally", "label": "Limited Liability Limited Partnership Agreement (Ladder Capital Finance Holdings LLLP)", "score": 25.188911438, "published": true}, {"hash": "3rjZSfb1WlC", "uri": "/contracts/3rjZSfb1WlC#duties-of-officers-generally", "label": "Limited Liability Limited Partnership Agreement (Ladder Capital Corp)", "score": 25.0383300781, "published": true}], "snippet": "Subject to the terms of any Officer Employment Agreement, under the direction of and, at all times, subject to the authority of the Board, the officers shall have full and complete discretion to manage and control the day to day business, operations and affairs of the Partnership in the ordinary course of its business, to make all decisions affecting the day to day business, operations and affairs of the Partnership 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, this Agreement or such officer\u2019s Officer Employment Agreement. The Chief Executive Officer and the President shall have the power and authority to delegate to any agents or employees of the Partnership rights and powers of officers of the Partnership to manage and control the day to day business, operations and affairs of the Partnership in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the contrary, the delegation to any officer of the Partnership of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such officer of the Partnership to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The officers of the Partnership shall constitute a committee within the meaning of Section 17-307(b)(7) of the Delaware LP Act.", "hash": "0582a99c409e56ec56b969672714f979", "id": 9}, {"size": 4, "snippet_links": [{"key": "terms-of", "type": "definition", "offset": [15, 23]}, {"key": "officer-employment-agreement", "type": "definition", "offset": [28, 56]}, {"key": "under-the-direction-of", "type": "definition", "offset": [58, 80]}, {"key": "at-all-times", "type": "clause", "offset": [86, 98]}, {"key": "authority-of-the-general-partner", "type": "clause", "offset": [115, 147]}, {"key": "the-officers", "type": "definition", "offset": [149, 161]}, {"key": "full-and-complete", "type": "clause", "offset": [173, 190]}, {"key": "the-day", "type": "definition", "offset": [224, 231]}, {"key": "ordinary-course", "type": "definition", "offset": [298, 313]}, {"key": "the-foregoing", "type": "definition", "offset": [550, 563]}, {"key": "each-case", "type": "definition", "offset": [568, 577]}, {"key": "in-addition", "type": "clause", "offset": [680, 691]}, {"key": "other-powers-and-duties", "type": "clause", "offset": [722, 745]}, {"key": "by-the-general-partner", "type": "clause", "offset": [767, 789]}, {"key": "agreement-or", "type": "definition", "offset": [796, 808]}, {"key": "such-officer", "type": "definition", "offset": [809, 821]}, {"key": "the-chief-executive-officer", "type": "clause", "offset": [854, 881]}, {"key": "the-president", "type": "clause", "offset": [926, 939]}, {"key": "authority-to-delegate", "type": "clause", "offset": [965, 986]}, {"key": "employees-of-the", "type": "clause", "offset": [1004, 1020]}, {"key": "officers-of-the-partnership", "type": "clause", "offset": [1054, 1081]}, {"key": "if-applicable", "type": "clause", "offset": [1246, 1259]}, {"key": "from-time-to-time", "type": "clause", "offset": [1296, 1313]}], "samples": [{"hash": "7ipsAwYUIkK", "uri": "/contracts/7ipsAwYUIkK#duties-of-officers-generally", "label": "Limited Partnership Agreement", "score": 31.3408622742, "published": true}, {"hash": "81RspM7tTZU", "uri": "/contracts/81RspM7tTZU#duties-of-officers-generally", "label": "Limited Partnership Agreement (J.Jill, Inc.)", "score": 28.1567420959, "published": true}], "snippet": "Subject to the terms of any Officer Employment Agreement, under the direction of and, at all times, subject to the authority of the General Partner, the Officers shall have full and complete discretion to manage and control the day-to-day business, operations and affairs of the Partnership in the ordinary course of its business, to make all decisions affecting the day-to-day business, operations and affairs of the Partnership 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 General Partner 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 General Partner, this Agreement or such Officer\u2019s Officer Employment Agreement. The Chief Executive Officer or, if there is no Chief Executive Officer, the President shall have the power and authority to delegate to any agents or employees of the Partnership rights and powers of Officers of the Partnership to manage and control the day-to-day business, operations and affairs of the Partnership in the ordinary course of its business, as the Chief Executive Officer or, if applicable, the President may deem appropriate from time to time, in each case, unless the General Partner shall have previously restricted (specifically or generally) such powers.", "hash": "40a673caea1a97dc42d71057a660f5f8", "id": 10}], "next_curs": "CmUSX2oVc35sYXdpbnNpZGVyY29udHJhY3RzckELEhZDbGF1c2VTbmlwcGV0R3JvdXBfdjU2IiVkdXRpZXMtb2Ytb2ZmaWNlcnMtZ2VuZXJhbGx5IzAwMDAwMDBhDKIBAmVuGAAgAA==", "clause": {"title": "Duties of Officers Generally", "size": 295, "children": [["president", "President"], ["secretary", "Secretary"], ["chief-financial-officer", "Chief Financial Officer"], ["chief-executive-officer", "Chief Executive Officer"], ["treasurer", "Treasurer"]], "parents": [["officers", "Officers"], ["management", "Management"], ["management-of-the-company", "Management of the Company"], ["powers-management", "Powers; Management"], ["powers-and-manager", "Powers and Manager"]], "id": "duties-of-officers-generally", "related": [["duties-of-officers", "Duties of Officers", "Duties of Officers"], ["other-duties-of-ofi-global", "Other Duties of OFI GLOBAL", "Other Duties of OFI GLOBAL"], ["other-duties-of-ofi", "Other Duties of OFI", "Other Duties of OFI"], ["compensation-of-officers", "Compensation of Officers", "Compensation of Officers"], ["election-of-officers", "Election of Officers", "Election of Officers"]], "related_snippets": [], "updated": "2026-08-08T05:41:39+00:00", "also_ask": ["What minimum duties should be expressly defined to avoid ambiguity or disputes?", "How can officer duties be tailored to balance oversight with operational flexibility?", "What are the most common legal pitfalls or liabilities arising from vague officer duty clauses?", "How do courts typically interpret 'general duties' in officer clauses during litigation?", "How does this clause compare to statutory officer duty requirements in relevant jurisdictions?"], "drafting_tip": "Specify officers' core responsibilities to prevent role confusion, require compliance with laws to ensure legal adherence, and mandate reporting obligations to promote accountability.", "explanation": "The \"Duties of Officers Generally\" clause defines the standard responsibilities and obligations that corporate officers must fulfill in the course of their roles. Typically, this clause outlines that officers are expected to act in good faith, with due care, and in the best interests of the company, often specifying duties such as managing daily operations, implementing board decisions, and ensuring compliance with laws and company policies. By clearly articulating these expectations, the clause helps ensure accountability among officers and provides a framework for evaluating their performance, thereby reducing ambiguity and potential disputes regarding their roles."}, "json": true, "cursor": ""}}