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.
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Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
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 appointed, effective as of the Closing Closing, to act as the manager of the Company (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.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Management of the Company’s Affairs. (a) Prior to the Closing, the management of the Company is vested exclusively in the 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 the Member, which is hereby appointed as the Manager effective as of the Closing (the “Manager”)Closing. 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. The Member hereby expressly acknowledges that this Agreement constitutes a personal services contract between Member the Member, as Manager, on the one hand, and the Company, on the other hand. Nothing in this Section 3.1 3.01 eliminates, limits or otherwise modifies any of the express terms of this Agreement or any liability, obligation or covenant of any Person hereunder.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Management of the Company’s Affairs. (a) Prior to the Closing, the management of the Company is vested exclusively in the Initial Member, which is hereby xxxxxx appointed to act as the Manager. From and after the Closing, the management of the Company shall be vested exclusively in the Member, which is hereby appointed as the Manager effective as of the Closing (the “Manager”)Closing. 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. The Member hereby expressly acknowledges that this Agreement constitutes a personal services contract between Member the Member, as Manager, on the one hand, and the Company, on the other hand. Nothing in this Section 3.1 3.01 eliminates, limits or otherwise modifies any of the express terms of this Agreement or any liability, obligation or covenant of any Person hereunder.
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