Management of the Company’s Affairs. (a) As provided in this Agreement, all management powers over the business and affairs of the Company shall be vested exclusively in a board of directors (the "Board of Directors") and, subject to the direction of the Board of Directors, the Officers. Officers and Directors constitute "managers" of the Company within the meaning of the Act.
Management of the Company’s Affairs. (a) Subject to the terms and conditions of this Agreement, the management of the Company shall be vested exclusively in the Person appointed from time to time hereunder as the “Manager” of the Company (the “Manager”), which Manager may, but is not required to be, a Member. Effective as of the Closing Date, the Private Owner is hereby appointed as the Manager. Subject to the terms and conditions of this Agreement, the Manager shall have full and exclusive power and discretion to, and shall, manage the business and affairs of the Company in accordance with this Agreement. The Private Owner may not resign as Manager, may not Dispose of or delegate, in whole or in part, its rights, responsibilities or duties as Manager to any other Person, and shall serve as Manager until such time as (i) the Private Owner’s LLC Interest is Disposed of in accordance with the terms of this Agreement and the transferee is admitted as a member of the Company and Successor to the Private Owner, in which case the transferee Member shall, effective upon such Disposition, be appointed as the “Manager” to the extent the Private Owner held such role immediately prior to such Disposition, (ii) the Private Owner is removed as Manager by the Initial Member and replaced in accordance with Section 3.2 or Section 12.4 below; or (iii) the Company is dissolved, and the business and affairs of the Company are wound up, in accordance with the terms of this Agreement. The Manager shall devote such time to the affairs of the Company as is necessary to manage the Company as set forth in this Agreement. Without limitation of the foregoing, the Manager shall cooperate with the Tax Matters Member in all respects as reasonably requested by the Tax Matters Member, from time to time, in connection with the Tax Matters Member’s performance of its obligations under this Agreement. Private Owner (and any Successor to Private Owner) hereby expressly acknowledges that (x) as it relates to its role as each of the Manager, this Agreement constitutes a personal services contract between the Private Owner and the Company, and (y) except as may be otherwise expressly specified herein, it shall not be entitled to any salary, fees, reimbursement of costs or expenses, or other compensation with respect to its service as Manager hereunder (including with respect to the Manager’s Loan servicing and management obligations under Article XII).
Management of the Company’s Affairs. (a) Prior to the Closing, the management of the Company is vested exclusively in Initial Member, which is hereby appointed to act as the Manager. From and after the Closing, the management of the Company shall be vested exclusively in Member, which is hereby appointed as the Manager effective as of the Closing (the “Manager”). Subject to the terms and conditions of this Agreement, the Manager shall have full and exclusive power and discretion to, and shall, manage the business and affairs of the Company in accordance with this Agreement. The Manager shall not resign, may not assign or delegate its responsibilities to any other Person, and shall serve as such until such time, if any, as (i) the Member’s Company Interest is Disposed of in accordance with the terms of this Agreement and the transferee is admitted as the new, sole Member, in which case the transferee Member shall, effective upon such Disposition, be appointed the Manager, or (ii) the Manager is otherwise removed and replaced or the Company is dissolved in accordance with the terms of this Agreement. The Manager shall devote such time to the affairs of the Company as is necessary to manage the Company as set forth in this Agreement. Member hereby expressly acknowledges that this Agreement constitutes a personal services contract between Member as Manager, on the one hand, and the Company, on the other hand. Nothing in this Section 3.1 eliminates, limits or otherwise modifies any of the express terms of this Agreement or any liability, obligation or covenant of any Person hereunder.
Management of the Company’s Affairs. All management powers over the business and affairs of the Company shall be exclusively vested in a board of directors (the “Company Board”) and, subject to the direction of the Company Board, the officers of the Company (the “Officers”). The Officers and Directors shall collectively constitute “managers” of the Company within the meaning of the Act. Neither Member, by virtue of its status as a member of the Company, shall have any management power 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. Except as otherwise specifically provided in this Agreement, the authority and functions of the Company Board on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Company Board, which may delegate from time to time such authority and duties as it deems appropriate to one or more of the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, and subject to any provisions of this Agreement (including Section 3.7 and Section 3.9) that permit action or require approval of specified Persons, the Company Board and the Officers (subject to the direction of the Company Board) shall have full, complete and absolute power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, or to manage, the business and affairs of the Company, including the following:
Management of the Company’s Affairs. (a) The management of the Company shall be vested exclusively in LP Units Manager, LLC, which is hereby appointed as the Manager effective as of the date hereof. Subject to the terms and conditions of this Agreement, the Manager shall have full and exclusive power and discretion to, and shall, manage the business and affairs of the Company only in accordance with this Agreement. The Manager shall not resign, may not assign or delegate its responsibilities to any other Person, and shall serve as such until such time, if any, as the Manager is otherwise removed and replaced or the Company is dissolved in accordance with the terms of this Agreement. The Manager shall devote such time to the affairs of the Company as is reasonably necessary to manage the Company as set forth in this Agreement. Nothing in this Section 4.1 eliminates, limits or otherwise modifies any of the express terms of this Agreement or any liability, obligation or covenant of any Person hereunder.
Management of the Company’s Affairs. (a) All power and authority to manage and control the business and affairs of the Company (which, for all purposes of this Article III, shall include any Subsidiaries of the Company) shall be exclusively vested in the Members. The Members shall exercise such power and authority collectively, as provided in this Agreement, through a management committee (the “Management Committee”). Notwithstanding the foregoing sentence, in order to facilitate the orderly and efficient management of the Company, the Members hereby delegate to a delegate (the “Delegate”) certain power and authority to conduct the day-to-day business and affairs of the Company on and after the Effective Date as set out in Section 3.1(c) below and in the Delegation of Authority Policy, subject in all cases to the direction and supervision of the Members, acting through the Management Committee. The Members, acting through the Management Committee or otherwise in accordance with this Agreement, may further delegate to the Delegate such power and authority to conduct the business and affairs of the Company, in addition to that power and authority described in the Delegation of Authority Policy and those duties specifically set forth in this Agreement, as the Members, acting through the Management Committee, deem appropriate. The Members, acting through the Management Committee, may modify any power or authority to conduct the business and affairs of the Company previously delegated to the Delegate.
Management of the Company’s Affairs. Except to the extent otherwise provided in Section 2.5 of this Agreement, Manager shall have full, complete and exclusive authority, power and discretion to (i) manage and control the business, property and affairs of the Company, (ii) make all decisions regarding those matters, (iii) supervise, direct and control the actions of the Officers of the Company, and (iv) perform any and all other actions customary or incident to the management of the Company’s business, property and affairs. Manager shall use commercially reasonable efforts to pursue the development of the businesses of the Company, including the Contributed Business. In addition to any other approvals required under the Act or this Agreement, material matters outside the ordinary course of business shall be brought to Manager for approval. Except as otherwise provided in this Agreement, no Member, by virtue of its status a Member, shall have any actual or apparent authority to enter into Contracts on behalf of, or otherwise to bind, the Company.
Management of the Company’s Affairs. As provided in the Articles and this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in Managers consisting of not less than one nor more than seven individuals, as set from time to time by resolution adopted by the Members, and, subject to the direction of the Members, the officers elected by the Members in accordance with the terms of this Agreement (the “Officers”), who shall collectively (Officers and Managers) constitute “managers” of the Company within the meaning of the Act. No Member, by virtue of having the status of a Member, shall have any management power 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. Except as otherwise specifically provided in this Agreement, the authority and functions of the Members shall be identical to the authority and functions of the Members and officers, respectively, of a corporation organized under the Louisiana Business Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Managers, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Managers and the Officers (subject to the direction of the Members) shall have full power and authority to do all things on such terms as they, in their sole discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. This power and authority shall include, without the necessity of obtaining the vote, consent or approval of the Members, taking or carrying out the actions described in the Articles and those set forth in La. R.S. 12:1317A and La. R.S. 12:1318B(2), (4) and (5).
Management of the Company’s Affairs. The management of the Company is vested (without limitation of any express authority granted to any Member hereunder) exclusively in the Board. Without limitation of any express authority granted to any of the Members hereunder, no Member, by virtue of its status a Member, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into Contracts on behalf of, or otherwise to bind, the Company.
Management of the Company’s Affairs. As provided in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in a Board of Directors (the "Board of Directors") and, subject to the direction of the Board of Directors, the Officers, who shall collectively (Officers and Directors) constitute the "managers" of the Company within the meaning of the Act. No Shareholder, by virtue of its status as a Shareholder, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Directors on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the GCLD. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Directors, and the day-to-day
