Common use of Management by the Manager Clause in Contracts

Management by the Manager. Except those matters for which approval of the Unit Holders is expressly required by this Agreement or any nonwaivable provisions of the Act, and subject to the last sentence of this Section 5.1, the powers and privileges of the Company shall be exercised solely and exclusively by or under the authority of, and the business and affairs of the Company shall be managed solely and exclusively by or under the direction of, the Manager and not by the Unit Holders. No Unit Holder, other than a Unit Holder acting in his or her capacity as the Manager in accordance with this Agreement or as an officer of the Company, has the power or authority to act for or on behalf of the Company, to bind the Company by any act, or to incur any expenditures on behalf of the Company, except with the prior consent of the Manager. Notwithstanding the foregoing, the Manager shall not have authority to approve, authorize or take any of the following actions with respect to the Company without the approval or consent of the Unit Holders in the manner as prescribed by Section 6.1(g) of this Agreement: (a) sell, lease, exchange or otherwise dispose of all or substantially all of the assets of the Company; (b) merge or consolidate the Company with another person; (c) materially change the business purpose of the Company; or (d) voluntarily dissolve the Company.