Common use of Manager Powers Clause in Contracts

Manager Powers. The business and affairs of the Company shall be managed by one or more “managers” of the Company within the meaning of the Act (each a “Manager”). The Managers shall be appointed by the Members holding at least a majority of the then outstanding membership interests (the “Membership Interests”) as set forth in a register (the “Register”) to be maintained by the Managers (the “Required Members”) and may be removed at any time by the Required Members. Each Manager shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by a manager of a limited liability company under the laws of the State of Delaware, including the power to delegate such of its power and authority to one or more officers or employees of the Company. If at any time there is no Manager, or the Managers are otherwise unable or unwilling to perform their duties hereunder, the powers of the Manager shall be vested in the Members. Messrs. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ are hereby designated as the initial Managers. Except as provided in the Act or as expressly provided in this Agreement, each Manager shall have the exclusive power and authority over the conduct of the business of the operations and affairs of the Company. Each Manager is hereby authorized and empowered, on behalf and in the name of the Company, to (i) carry out the purposes of the Company and (ii) perform all acts, and enter into and to perform all contracts, agreements and other undertakings, which each Manager may in his or her sole discretion deem necessary or advisable, or which are incidental, to carry out the business or the purposes of the Company and which are not in contravention of this Agreement. Any action taken by each Manager shall constitute the act of and serve to bind the Company and each Member. Each Manager shall have the sole power to bind the Company, except to the extent that such power and authority is expressly delegated to any other Person by the Manager or this Agreement. No delegation of power and authority by the Manager shall cause the Manager to cease to be the Manager. Except as permitted by each Manager or this Agreement, no Member shall have any right or authority to take any action on behalf of the Company or to bind the Company with respect to third Persons. Each Manager shall hold office until his or her death, resignation or removal.

Manager Powers. The Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Company shall be managed by one or more “managers” exclusively vested in the Manager and the Manager may exercise all powers of the Company within and do all such lawful acts as are not by statute, the meaning of the Act (each a “Manager”). The Managers shall Certificate or this Agreement directed or required to be appointed exercised or done by the Members holding at least a majority of the then outstanding membership interests (the “Membership Interests”) as set forth and in a register (the “Register”) to be maintained by the Managers (the “Required Members”) and may be removed at any time by the Required Members. Each Manager so doing shall have the power right and authority to do take all actions which the Manager deems necessary, useful or appropriate for the management and conduct of the Company's business, including, without limitation, the following specific rights and powers: (a) Conduct its business, carry on its operations and have and exercise the powers granted by the Act in any and all acts state, territory, district or possession of the United States, or in any foreign country which may be necessary or convenient to effect any or all of the purposes for which it is organized; (b) Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (c) Operate, maintain, finance, improve, construct, own, grant operations with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (d) Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Company's business, or in connection with managing the affairs of the Company, including, executing amendments to this Agreement and the Certificate in accordance with the terms of this Agreement, both as the Manager and, if required, as attorney-in-fact for the Members pursuant to any power of attorney granted by the Members to the Manager; (e) Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Company Assets; (f) Execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill ▇▇ sale, contract, or other instrument purporting to convey or encumber any or all of the Company Assets; (g) Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets; (h) Care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement; (i) Contract on behalf of the Company for the employment and services or employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company; (j) Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company Assets and liability of the Manager) necessary or incidental to, or in connection with, the accomplishment of the purposes described hereinof the Company, including all powers, statutory as may be lawfully carried on or otherwise, possessed performed by a manager of a limited liability company under the laws of each state in which the State of Delaware, including the power to delegate such of its power and authority to one Company is then formed or more officers or employees of the Company. If at any time there is no Managerqualified; (k) Take, or the Managers are otherwise unable refrain from taking, all actions, not expressly proscribed or unwilling to perform their duties hereunder, the powers of the Manager shall be vested in the Members. Messrs. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ are hereby designated as the initial Managers. Except as provided in the Act or as expressly provided in limited by this Agreement, each Manager shall have the exclusive power and authority over the conduct of the business of the operations and affairs of the Company. Each Manager is hereby authorized and empowered, on behalf and in the name of the Company, as may be necessary or appropriate to (i) carry out accomplish the purposes of the Company and Company; (iil) perform all actsInstitute, prosecute, defend, settle, compromise, and enter into and to perform all contracts, agreements and dismiss lawsuits or other undertakings, which each Manager may judicial or administrative proceedings brought on or in his or her sole discretion deem necessary or advisablebehalf of, or which are incidentalagainst, to carry out the business or the purposes of the Company and which are not in contravention of this Agreement. Any action taken by each Manager shall constitute the act of and serve to bind the Company and each Member. Each Manager shall have the sole power to bind the Company, except to the extent that such power and authority is expressly delegated to any other Person by Members or the Manager in connection with activities arising out of, connected with, or this Agreement. No delegation of power and authority by the Manager shall cause the Manager incidental to cease to be the Manager. Except as permitted by each Manager or this Agreement, no Member shall have any right and to engage counsel or authority to take any action on behalf others in connection therewith; (m) Adopt appropriate management incentive plans and employee benefit plans. (n) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited companies, other limited liability companies, or individuals or direct or indirect obligations of the Company United States or to bind the Company with respect to third Persons. Each Manager shall hold office until his of any government, state, territory, government district or her death, resignation municipality or removalof any instrumentality of any of them.