Common use of Management and Control Clause in Contracts

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board of Directors, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of "Managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director's authority as delegated by the Board of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in a director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act who is not an "interested person" of such company as such term is defined in the 1940 Act. During any period in which the Company shall have no Directors, the Advisor may continue to serve as the Advisor to the Company, and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide Management Services to the Company.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board of DirectorsManagers, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of "Managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director Manager shall have the authority individually to act on behalf of or to bind the Company except within the scope of such DirectorManager's authority as delegated by the Board of DirectorsManagers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in a each director of a Delaware corporation and (ii) each Independent Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person," of such company as such term is defined in by the 1940 Act, of such company. During any period in which the Company shall have no DirectorsManagers, the Advisor may Adviser shall continue to serve as the Advisor to investment adviser of the Company, Company and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide the Management Services to the Company.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board of DirectorsManagers, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of "Managers" Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director Manager shall have the authority individually to act on behalf of or to bind the Company except within the scope of such DirectorManager's authority as delegated by the Board of DirectorsManagers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in a each director of a Delaware corporation and (ii) each Independent Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company as such term is defined in the 1940 Act. During any period in which the Company shall have no DirectorsManagers, the Advisor may Management Services Provider shall continue to serve as the Advisor Management Services Provider to the Company, Company and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide the Management Services to the Company.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board of DirectorsManagers, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of "Managers" Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director Manager shall have the authority individually to act on behalf of or to bind the Company except within the scope of such DirectorManager's authority as delegated by the Board of DirectorsManagers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in a each director of a Delaware corporation and (ii) each Independent Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person," of such company as such term is defined in by the 1940 Act, of such company. During any period in which the Company shall have no DirectorsManagers, the Advisor may Adviser shall continue to serve as the Advisor to investment adviser of the Company, Company and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide the Management Services to the Company.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board of Directors, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of "Managers" Directors under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director's authority as delegated by the Board of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in a each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company as such term is defined in the 1940 Act. During any period in which the Company shall have no Directors, the Advisor may Management Services Provider shall continue to serve as the Advisor Management Services Provider to the Company, Company and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide the Management Services to the Company.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board of Directors, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of "“Managers" ” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director's ’s authority as delegated by the Board of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in a director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act who is not an "“interested person" ” of such company as such term is defined in the 1940 Act. During any period in which the Company shall have no Directors, the Advisor Adviser may continue to serve as the Advisor Adviser to the Company, Company and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide the Management Services to the Company.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board of DirectorsManagers, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of "Managers" Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director Manager shall have the authority individually to act on behalf of or to bind the Company except within the scope of such DirectorManager's authority as delegated by the Board of DirectorsManagers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in a each director of a Delaware corporation and (ii) each Independent Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company as such term is defined in the 1940 Act. During any period in which the Company shall have no DirectorsManagers, the Advisor may Adviser shall continue to serve as the Advisor Adviser to the Company. During such time period, and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may CIBC WM shall continue to provide Management the CIBC WM Services to the Company.

Management and Control. (a) Management and control of the business of the Company Fund shall be vested in the Board of Directors, which shall have the right, power and authority, on behalf of the Company Fund and in its name, to exercise all rights, powers and authority of "Managers" managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company Fund and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company Fund except within the scope of such Director's ’s authority as delegated by the Board of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company Fund as are customarily vested in a each director of a Delaware corporation and organized under the Delaware General Corporation Law, (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation, and (iii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company as such term is defined in by the 1940 Act. During any period in which the Company Fund shall have no Directors, the Advisor may Management Services Provider shall continue to serve as the Advisor Management Services Provider to the Company, Fund and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide the Management Services to the CompanyFund.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board of Directors, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of "Managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director's authority as delegated by the Board of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in a each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company as such term is defined in the 1940 Act. During any period in which the Company shall have no Directors, the Advisor may continue to serve as the Advisor to the Company, and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide Management Services to the Company.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board of DirectorsManagers, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of "Managers" Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director Manager shall have the authority individually to act on behalf of or to bind the Company except within the scope of such DirectorManager's authority as delegated by the Board of DirectorsManagers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in a each director of a Delaware corporation and (ii) each Independent Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company as such term is defined in the 1940 Act. During any period in which the Company shall have no DirectorsManagers, the Advisor may Adviser shall continue to serve as the Advisor Adviser to the Company. During such time period, and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may CIBC Opco shall continue to provide Management the CIBC Opco Services to the Company.

Management and Control. (a) Management and control of the business of the Company Master Fund shall be vested in the Board of DirectorsManagers, which shall have the right, power and authority, on behalf of the Company Master Fund and in its name, to exercise all rights, powers and authority of "Managers" Managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company Master Fund and their duties hereunder. No Director Manager shall have the authority individually to act on behalf of or to bind the Company Master Fund except within the scope of such DirectorManager's authority as delegated by the Board of DirectorsManagers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company Master Fund as are customarily vested in a each director of a Delaware corporation and (ii) each Independent Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company Master Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person," of such company as such term is defined in the 1940 ActAct of such company. During any period in which the Company Master Fund shall have no DirectorsManagers, the Advisor may Adviser shall continue to serve as the Advisor investment adviser to the Company, Master Fund and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide the Management Services to the CompanyMaster Fund.

Management and Control. (a) Management and control of the business of the Company TEI Fund shall be vested in the Board of DirectorsBoard, which shall have the right, power power, and authority, on behalf of the Company TEI Fund and in its name, to exercise all rights, powers powers, and authority of "Managers" “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company TEI Fund and their its duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company TEI Fund except within the scope of such Director's ’s authority as delegated by the Board of DirectorsBoard. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Company TEI Fund as are customarily vested in a each director of a Delaware corporation corporation; and (ii) each Independent Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Company TEI Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company as such term is defined in the 1940 Act. During any period in which the Company TEI Fund shall have no Directors, the Advisor may Manager shall continue to serve as the Advisor adviser to the Company, TEI Fund. The Directors may make contributions and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide Management Services to the Companyown Units in TEI Fund.

Management and Control. (a) Management and control of the business of the Company Master Fund shall be vested in the Board of DirectorsBoard, which shall have the right, power power, and authority, on behalf of the Company Master Fund and in its name, to exercise all rights, powers powers, and authority of "Managersmanagers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company Master Fund and their its duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company Master Fund except within the scope of such Director's authority as delegated by the Board of DirectorsBoard. The parties hereto intend that, except to the extent otherwise expressly provided herein, : (i) each Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Company Master Fund as are customarily vested in a each director of a Delaware corporation corporation; and (ii) each Independent Director shall be vested with the same powers, authority authority, and responsibilities on behalf of the Company Master Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company as such term is defined in the 1940 Act. During any period in which the Company Master Fund shall have no Directors, the Advisor may Investment Adviser shall continue to serve as the Advisor adviser to the Company, Master Fund. The Directors may make Capital Contributions and own Interests in the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide Management Services to the CompanyMaster Fund.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board of Directors, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of "Managers" under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director's authority as delegated by the Board of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in a each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act who is not an "interested person" of such company as such term is defined in the 1940 Act. During any period in which the Company shall have no Directors, the Advisor Adviser may continue to serve as the Advisor Adviser to the Company, Company and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide the Management Services to the Company.

Management and Control. (a) Management and control of the business of the Company Fund shall be vested in the Board of Directors, which shall have the right, power and authority, on behalf of the Company Fund and in its name, to exercise all rights, powers and authority of "Managers" managers under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company Fund and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company Fund except within the scope of such Director's ’s authority as delegated by the Board of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company Fund as are customarily vested in a each director of a Delaware corporation organized under the Delaware General Corporation Law, (ii) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered Limited Liability Company Agreement under the 1940 Act that is organized as a Delaware corporation, and (iiiii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company as such term is defined in by the 1940 Act. During any period in which the Company Fund shall have no Directors, the Advisor may Management Services Provider shall continue to serve as the Advisor Management Services Provider to the Company, Fund and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide the Management Services to the CompanyFund.

Management and Control. (a) Management and control of the business of the Company Fund shall be vested in the Board of DirectorsManagers, which shall have the right, power and authority, on behalf of the Company Fund and in its name, to exercise all rights, powers and authority of "Managers" “managers” under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company Fund and their its duties hereunder. No Director Manager shall have the authority individually to act on behalf of or to bind the Company Fund except within the scope of such Director's Manager’s authority as delegated by the Board of DirectorsManagers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company Fund as are customarily vested in a each director of a Delaware corporation and (ii) each Independent Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company Fund as are customarily vested in each director Manager of a closed-end management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company as such term is defined in the 1940 Investment Company Act. [During any period in which the Company Fund shall have no DirectorsManagers, the Advisor may Adviser shall continue to serve as the Advisor investment adviser to the CompanyFund and shall have the authority to manage the business and affairs of the Fund, but only until such time as one or more Managers are elected by the Members or the Fund is dissolved in accordance with Section 6.1.] The Managers may make Capital Contributions and maintain their own Interests in the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide Management Services to the CompanyFund. Nothing herein shall prohibit a Manager from being a Member.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board of Directors, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of "“Managers" ” of a limited liability company under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director's ’s authority as delegated by the Board of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in a each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "“interested person" ” of such company as such term is defined in the 1940 Act. During Notwithstanding any period provision herein (whether providing for action or determination by the Board of Directors in which the Company shall have no Directorsits discretion or otherwise), the Advisor Board of Directors may continue delegate to serve as any other person any right, power and authority vested by this Agreement in the Advisor Board of Directors to the Company, and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide Management Services to the Companyextent permissible under applicable law.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board of Directors, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of "Managers" Directors under the Delaware Act and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director's authority as delegated by the Board of Directors. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in a each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an "interested person" of such company as such term is defined in the 1940 Act. During any period in which the Company shall have no Directors, the Advisor may Adviser shall continue to serve as the Advisor Adviser to the Company, Company and the Sub-Advisor may continue to serve as the Sub-Advisor to the Company, and each may continue to provide the Management Services to the Company.