Common use of Management by Managers Clause in Contracts

Management by Managers. (a) The Company shall be managed by a board of managers (the “Board”, each member of the Board, a “Manager” and such members collectively, the “Managers”) which Board shall collectively act as the “manager” of the Company (as such term is used in the Act), according to this Article VI and, except with respect to certain consent requirements required by the Act or provided in this Agreement (and except with respect to any Member which is acting in its capacity as the manager under and in accordance with the provisions of the Management Services Agreement), no Member, by virtue of having the status of a Member, shall have any management power or control over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, and the Members shall not have any control over the day-to-day operation or management of the Company or its Subsidiaries. Except as described in the preceding sentence, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board in accordance with this Agreement and (ii) the Board shall exercise such powers in compliance with this Agreement and ensure that all organizational formalities are observed with respect to the Company. Under the direction of the Board, certain activities of the Company may be conducted on the Company’s behalf by the Officers as specified and authorized by the Board, who shall be agents of the Company, and the management and administration of the day-to-day business and affairs of the Company will be provided by Xxxxxxx under the Management Services Agreement pursuant to Section 6.11. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Board shall have (subject to the Act and all consent rights and other limitations in this Agreement) full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. Any Person dealing with the Company, other than a Member or a Member’s Affiliate, may rely on the authority of the Board or the Officers in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

Management by Managers. (a) The Company shall be managed by a board of managers (the “Board”, each member of the Board, a “Managermanagers” and such members collectively, the “Managers”) which Board shall collectively act as the “manager” of the Company (as such term is used in the Act), ) according and subject to the remaining provisions of this Article VI 8 and, except with respect to certain consent requirements required by the Act or as expressly provided in this Agreement (and except with respect to any Member which is acting in its capacity as the manager under and in accordance with the provisions of the Management Services Agreement), no Member, Member by virtue of having the status of a Member, Member shall have any management power or control over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, and the Members shall not have any control over the day-to-day operation or management of the Company or its Subsidiaries. Except as described in the preceding sentence, (i) the powers of the Company shall be exercised by or under the authority of, and the The business and affairs of the Company shall be managed under by the direction of, sole Manager “Sole Manager”) who shall initially be Xxxxx X. Xxxxxx. The Sole Manager may be replaced at the Board in accordance with this Agreement and (ii) discretion of the Board shall exercise such powers in compliance with this Agreement and ensure that all organizational formalities are observed with respect to the CompanySole Member. Under the direction of the BoardSole Manager, certain the day-to-day activities of the Company may shall be conducted on the Company’s behalf by the Officers as specified and authorized by the BoardOfficers, who shall be agents of the Company, and the management and administration of the day-to-day business and affairs of the Company will be provided by Xxxxxxx under the Management Services Agreement pursuant to Section 6.11. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Board Sole Manager shall have (subject to the Act and all consent rights and other limitations in this Agreement) full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. Any Person dealing , including (subject to any applicable voting requirements or consent or approval rights of any person, if any, including those contained in this Agreement or applicable law): (a) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (b) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (c) the merger or other combination of the Company with or into another person or the conversion of the Company from a limited liability company to any other business entity; (d) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (e) the negotiation, execution and performance of any contracts, conveyances or other instruments; (f) the distribution of Company cash or other property; (g) the selection, engagement and dismissal of Officers, employees and agents, attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (h) the maintenance of insurance for the benefit of the Company, other than a Member (i) the acquisition or a Member’s Affiliatedisposition of assets; (j) the formation of, may rely on or acquisition of an interest in, or the authority contribution of property to, any person; (k) the control of any matters affecting the rights and obligations of the Board Company, including the commencement, prosecution and defense of actions at law or the Officers in taking any action equity and otherwise engaging in the name conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (1) the indemnification of any person against liabilities and contingencies to the extent permitted by applicable law and this Agreement; (m) the voting of equity interests of the Company without inquiry into in any other person, including any subsidiary; (n) the provisions issuance of this Agreement Shares; (o) the approval of operating budgets and capital expenditure budgets; and (p) the sale of all or compliance with it, regardless substantially all of whether that action actually is taken in accordance with the provisions of this AgreementCompany’s assets or any significant portion thereof.

Management by Managers. (a) The Company shall be managed by a board of managers (the “Board”, each member of the Board, a “Manager” and such members collectively, the “Managers”) which Board shall collectively act Except as the “manager” of the Company (as such term is used in the Act), according to this Article VI and, except with respect matters expressly reserved to certain consent requirements required by the Act or provided in this Agreement (and except with respect to any Member which is acting in its capacity as the manager under and in accordance with the provisions of the Management Services Agreement), no Member, by virtue of having the status of a Member, shall have any management power or control over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, and the Members shall not have any control over the day-to-day operation by statute or management of the Company or its Subsidiaries. Except as described in the preceding sentenceby this Operating Agreement, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under by the direction ofManagers set forth below, the Board in accordance with this Agreement and (ii) the Board shall exercise as such powers in compliance with this Agreement and ensure that all organizational formalities are observed with respect Managers may be changed from time to the Companytime as set forth herein. Under the direction of the Board, certain activities The initial Managers of the Company may be conducted on the Company’s behalf by the Officers as specified and authorized by the Board, who shall be agents Xxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxx, whose address is 000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx, and H. Xxxxxx Xxxx, whose address is 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx. Each Member shall have the right to elect one Manager, except that so long as Casino America of Colorado or its Affiliates own a Majority In Interest of the Company, and the management and administration Casino America of Colorado or its Affiliates shall be entitled to elect a majority of the day-to-day business Managers, which initially shall be two Managers, and affairs Blackhawk Gold shall be entitled to elect one Manager. Each Member shall have the right to remove, replace, fill a vacancy or designate a temporary replacement for the Manager or Managers elected by it. Managers shall hold office for a term of one year from election, or until the next Annual Meeting of Members. Any action provided for in the Agreement that may be taken by the Company may, except as otherwise provided in this Agreement, only be taken with the consent of a majority of the Managers or by the officers of the Company will be provided by Xxxxxxx under the Management Services Agreement pursuant to Section 6.11. In addition to the powers that now extent a majority of the Managers have delegated authority with respect to such actions to such officers. Except as provided in Section 4.9 below or hereafter can be granted under the Act and as to all other powers granted under any other provision matter the Members agree shall require a unanimous vote, actions of this Agreementthe Managers shall be by majority vote at meetings duly called for purposes of taking action at which a quorum is present. A quorum at any meeting of the Managers shall consist of a majority of the Mangers then appointed. The Managers may also act by unanimous written consent in lieu of a meeting. Meetings of the Managers shall be held no less often than quarterly (one of which shall be the Annual Meeting of the Members) on dates established therefor at each preceding Annual Meeting of the Managers. Special meetings of the Managers shall be held from time to time as called by any of the Managers on no less than five (5) days' advance notice given in writing by the Manager calling such meeting, the Board which notice may be given by facsimile, Federal Express or similar courier service, certified mail or personal delivery. Notices of meetings shall have (subject to the Act and all consent rights and other limitations in this Agreement) full power and authority to do all things on such terms as they may deem necessary or appropriate to conductbe effective when sent, if sent by facsimile, or cause to be conductedupon receipt, if given by certified mail, overnight courier or personal delivery, in each case at the business and affairs address of each of the Company. Any Person dealing with the Company, other than a Member or a Member’s Affiliate, may rely Managers on the authority of the Board or the Officers in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.books and records

Management by Managers. (a) The Company shall be managed by a board of managers (the “Board”, each member of the Board, a “Managermanagers” and such members collectively, the “Managers”) which Board shall collectively act as the “manager” of the Company (as such term is used in the Act), ) according to the remaining provisions of this Article VI Section 11 and, except with respect to certain consent or approval requirements required by the Act or provided in this Agreement (and except with respect to any Member which is acting in its capacity as the manager under and in accordance with the provisions of the Management Services Agreement), no Member, by virtue of having the status of a Member, shall have any management power or control over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, and the Members shall not have any control over the day-to-day operation or management of the Company or its Subsidiaries. Except as described in the preceding sentence, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under by the direction of, Managers elected in accordance with Section 11.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement and (ii) the Board shall exercise such powers in compliance with this Agreement and ensure that all organizational formalities are observed with respect to the CompanyAgreement. Under the direction of the Board, certain the day-to-day activities of the Company may be conducted on the Company’s behalf by the Officers as specified and authorized by the BoardOfficers, who shall be agents of the Company, and the management and administration of the day-to-day business and affairs of the Company will be provided by Xxxxxxx under the Management Services Agreement pursuant to Section 6.11. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this the Agreement, the Board shall have and the Officers (subject to Section 11.5 and the Act and all consent rights and other limitations in this Agreementdirection of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including, without limitation, (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, . Any Person dealing with accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights and obligations of the Company, other than a Member including the commencement, prosecution and defense of actions at law or a Member’s Affiliate, may rely on the authority of the Board or the Officers in taking any action equity and otherwise engaging in the name conduct of litigation and the Company without inquiry into incurring of legal expense and the provisions settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement or compliance with it, regardless and (xiii) the issuance of whether that action actually is taken in accordance with the provisions of this Agreement.previously authorized Shares,

Management by Managers. (a) The Company shall be managed by a board of managers (the “Board”, each member of the Board, a “Managermanagers” and such members collectively, the “Managers”) which Board shall collectively act as the “manager” of the Company (as such term is used in the Act), ) according to the remaining provisions of this Article VI Section 9 and, except with respect to certain consent or approval requirements required by the Act or provided in this Agreement (and except with respect to any Member which is acting in its capacity as the manager under and in accordance with the provisions of the Management Services Agreement), no Member, by virtue of having the status of a Member, shall have any management power or control over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, and the Members shall not have any control over the day-to-day operation or management of the Company or its Subsidiaries. Except as described in the preceding sentence, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under by the direction of, Managers elected in accordance with Section 9.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement and (ii) the Board shall exercise such powers in compliance with this Agreement and ensure that all organizational formalities are observed with respect to the CompanyAgreement. Under the direction of the Board, certain the day-to-day activities of the Company may be conducted on the Company’s behalf by the Officers as specified and authorized by the BoardOfficers, who shall be agents of the Company, and the management and administration of the day-to-day business and affairs of the Company will be provided by Xxxxxxx under the Management Services Agreement pursuant to Section 6.11. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Board shall have and the Officers (subject to Section 9.5 and the Act and all consent rights and other limitations in this Agreementdirection of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. Any Person dealing , including, without limitation, (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights and obligations of the Company, other than a Member including the commencement, prosecution and defense of actions at law or a Member’s Affiliate, may rely on the authority of the Board or the Officers in taking any action equity and otherwise engaging in the name conduct of litigation and the Company without inquiry into incurring of legal expense and the provisions settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement or compliance with it, regardless and (xiii) the issuance of whether that action actually is taken in accordance with the provisions of this Agreementpreviously authorized Units.

Management by Managers. (a) The Company shall be managed by a board of managers (the “Board”, each member of the Board, a “Manager” and such members collectively, the “Managers”) which Board shall collectively act as the “manager” of the Company (as such term is used in the Act), according to this Article VI and, except with respect to certain consent requirements required by the Act or provided in this Agreement (and except with respect to any Member which is acting in its capacity as the manager under and in accordance with the provisions of the Management Services Agreement), no Member, by virtue of having the status of a Member, shall have any management power or control over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, and the Members shall not have any control over the day-to-day operation or management of the Company or its Subsidiaries. Except as described in to matters expressly reserved to the preceding sentence---------------------- Members by statute or by this Operating Agreement, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under by the direction ofManagers set forth below, the Board in accordance with this Agreement and (ii) the Board shall exercise as such powers in compliance with this Agreement and ensure that all organizational formalities are observed with respect Managers may be changed from time to the Companytime as set forth herein. Under the direction of the Board, certain activities The initial Managers of the Company may be conducted on the Company’s behalf by the Officers as specified and authorized by the Board, who shall be agents Xxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxx, whose address is 000 Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxx, and H. Xxxxxx Xxxx, whose address is 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 000 Xxxxxxx, Xxxxx. Each Member shall have the right to elect one Manager, except that so long as Casino America of Colorado or its Affiliates own a Majority In Interest of the Company, and the management and administration Casino America of Colorado or its Affiliates shall be entitled to elect a majority of the day-to-day business Managers, which initially shall be two Managers, and affairs Blackhawk Gold shall be entitled to elect one Manager. Each Member shall have the right to remove, replace, fill a vacancy or designate a temporary replacement for the Manager or Managers elected by it. Managers shall hold office for a term of one year from election, or until the next Annual Meeting of Members. Any action provided for in this Agreement that may be taken by the Company may, except as otherwise provided in this Agreement, only be taken with the consent of a majority of the Managers or by the officers of the Company will be provided by Xxxxxxx under the Management Services Agreement pursuant to Section 6.11. In addition to the powers that now extent a majority of the Managers have delegated authority with respect to such actions to such officers. Except as provided in Section 4.9 below or hereafter can be granted under the Act and as to all other powers granted under any other provision matter the Members agree shall require a unanimous vote, actions of this Agreementthe Managers shall be by majority vote at meetings duly called for purposes of taking action at which a quorum is present. A quorum at any meeting of the Managers shall consist of a majority of the Managers then appointed. The Managers may also act by unanimous written consent in lieu of a meeting. Meetings of the Managers shall be held no less often than quarterly (one of which shall be the Annual Meeting of the Members) on dates established therefor at each preceding Annual Meeting of the Managers. Special meetings of the Managers shall be held from time to time as called by any of the Managers on no less than five (5) days advance notice given in writing by the Manager calling such meeting, the Board which notice may be given by facsimile, Federal Express or similar courier service, certified mail or personal delivery. Notices of meetings shall have (subject to the Act and all consent rights and other limitations in this Agreement) full power and authority to do all things on such terms as they may deem necessary or appropriate to conductbe effective when sent, if sent by facsimile, or cause to be conductedupon receipt, if given by certified mail, overnight courier or personal delivery, in each case at the business address of each of the Managers on the books and affairs records of the Company. Any Person dealing with The Managers may participate in a meeting by means of conference telephone or similar communication equipment by which all the Company, other than a Member or a Member’s Affiliate, may rely on the authority of the Board or the Officers in taking any action members participating in the name meeting can hear each other at the same time. Such participation will constitute presence in person at the meeting and waiver of the Company without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreementany required notice.

Management by Managers. (a) The Company shall be managed by a board of managers (the “Board”, each member of the Board, a “Managermanagers” and such members collectively, the “Managers”) which Board shall collectively act as the “manager” of the Company (as such term is used in the Act), ) according to the remaining provisions of this Article VI Section 7 and, except with respect to certain consent or approval requirements required by the Act or provided in this Agreement (and except with respect to any Member which is acting in its capacity as the manager under and in accordance with the provisions of the Management Services Agreement), no Member, by virtue of having the status of a Member, shall have any management power or control over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, and the Members shall not have any control over the day-to-day operation or management of the Company or its Subsidiaries. Except as described in the preceding sentence, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under by the direction of, Managers elected in accordance with Section 7.2 acting exclusively through the Board of Managers of the Company (the “Board”) in accordance with this Agreement and (ii) the Board shall exercise such powers in compliance with this Agreement and ensure that all organizational formalities are observed with respect to the CompanyAgreement. Under the direction of the Board, certain the day-to-day activities of the Company may shall be conducted on the Company’s behalf by the Officers as specified and authorized by the BoardOfficers, who shall be agents of the Company, and the management and administration of the day-to-day business and affairs of the Company will be provided by Xxxxxxx under the Management Services Agreement pursuant to Section 6.11. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Board shall have and the Officers (subject to Section 7.5 and the Act and all consent rights and other limitations in this Agreementdirection of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. Any Person dealing , including (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of Officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the maintenance of such insurance for the benefit of the Company as it deems necessary or appropriate; (ix) the acquisition or disposition of assets; (x) the formation of, or acquisition of assets of or an interest in, or the contribution of property to, any person; (xi) the control of any matters affecting the rights and obligations of the Company, other than a Member including the commencement, prosecution and defense of actions at law or a Member’s Affiliate, may rely on the authority of the Board or the Officers in taking any action equity and otherwise engaging in the name conduct of litigation and the incurring of legal expense and the settlement of claims and litigation; (xii) the indemnification of any person against liabilities and contingencies to the extent permitted by law and this Agreement and (xii) issue previously authorized units of membership interests in the Company without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreement(“Units”).