Common use of Member-Managed Decisions Clause in Contracts

Member-Managed Decisions. Notwithstanding anything herein to the contrary, the Sole Member shall have exclusive authority over the internal business and affairs of the Company that do not relate to management and control of the Partnership and its subsidiaries. For illustrative purposes, the internal business and affairs of the Company where the Sole Member shall have exclusive authority include (i) the amount and timing of distributions paid by the Company, (ii) the issuance or repurchase of any equity interests in the Company, (iii) the prosecution, settlement or management of any claim made directly against the Company, (iv) the decision to sell, convey, transfer or pledge any asset of the Company, (v) the decision to amend, modify or waive any rights relating to the assets of the Company, (vi) matters relating to the amendment of this Agreement and (vii) the decision to enter into any agreement to incur an obligation of the Company other than an agreement entered into for and on behalf of the Partnership for which the Company is liable exclusively by virtue of the Company’s capacity as general partner of the Partnership or of any of its Affiliates. In addition, notwithstanding anything herein to the contrary, the Sole Member shall have exclusive authority to cause the Company to exercise the rights of the Company as general partner of the Partnership (or those exercisable after the Company ceases to be the general partner of the Partnership) where (a) the Company makes a determination or takes or declines to take any other action in its individual capacity under the Partnership Agreement or (b) where the Partnership Agreement permits the Company to make a determination or take or decline to take any other action in its sole discretion. For illustrative purposes, a list of provisions where the Company would be acting in its individual capacity or is permitted to act in its sole discretion is contained in Appendix A hereto.

Member-Managed Decisions. Notwithstanding anything herein to the contrary, the Sole Member Members shall have exclusive authority over the internal business and affairs of the Company that do not relate to the management and control of the business and affairs of the Partnership Group except as may be expressly authorized and its subsidiariesdirected from time to time by the Members. For illustrative purposes, the internal business and affairs of the Company where the Sole Member Members shall have exclusive authority include (i) the amount and timing of distributions paid by the Company, (ii) the issuance or repurchase of any equity interests in the Company, (iii) the prosecution, settlement or management of any claim made directly against the CompanyCompany and not involving or relating to the Partnership Group, (iviii) the decision to sell, convey, transfer or pledge any asset of the Company, (viv) the decision to amend, modify or waive any rights relating to the assets of the Company, (v) the voting of, or exercise of other rights with respect to, any Partnership Interests (other than the General Partner Interest) held by the Company or its Affiliates, (vi) matters relating to any decision, consent or action of Xxxxxxx Operating Company, LLC under that certain Management Services Agreement by and among the amendment of this Agreement Partnership, Xxxxxxx Royalty GP, LLC, Xxxxxxx Royalty Holdings, LLC and Xxxxxxx Operating Company, LLC and (vii) the decision to enter into any agreement to incur an obligation of the Company other than an agreement entered into for and on behalf of the Partnership any Group Member for which the Company is liable exclusively by virtue of the Company’s capacity as general partner of the Partnership or of any of its AffiliatesPartnership. In addition, notwithstanding anything herein the Members may delegate the authority to the contraryBoard, except as such delegation may be hereafter revoked or restricted by resolution adopted by the Sole Member shall have exclusive authority Members and subject to Section 7.14(d), to cause the Company to exercise the rights of the Company as general partner of the Partnership (or those exercisable after the Company ceases to be the general partner of the Partnership) where (a) the Company makes a determination or takes or declines to take any other action in its individual capacity under the Partnership Agreement or (b) where the Partnership Agreement permits the Company to make a determination or take or decline to take any other action in its sole discretion. For illustrative purposes, a list of provisions where the Company would be acting in its individual capacity or is permitted to act in its sole discretion is contained in Appendix A hereto.