Common use of Operating Committee Clause in Contracts

Operating Committee. Except for situations in which the approval of the Participants is required by this Agreement or by non-waivable provisions of applicable law, the Company shall be managed by the Operating Committee, which shall have general charge and supervision of the business of the Company and shall be constituted as provided in Section 4.2. The Operating Committee: (a) acting collectively in accordance with this Agreement, shall be the sole “manager” of the Company within the meaning of § 18-101(10) of the Delaware Act (and no individual member of the Operating Committee shall (i) be a “manager” of the Company within the meaning of Section 18-101(10) of the Delaware Act or (ii) have any right, power or authority to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company); (b) shall have the right, power and authority to exercise all of the powers of the Company except as otherwise provided by applicable law or this Agreement; and (c) except as otherwise expressly provided herein, shall make all decisions and authorize or otherwise approve all actions taken or to be taken by the Company. Decisions or actions relating to the Company that are made or approved by the Operating Committee, or by any Subcommittee within the scope of authority granted to such Subcommittee in accordance with this Agreement (or, with respect to matters requiring a vote, approval, consent or other action of the Participants hereunder or pursuant to non-waivable provisions of applicable law, by the Participants) in accordance with this Agreement shall constitute decisions or actions by the Company and shall be binding on the Company and each Participant. Except to the extent otherwise expressly provided to the contrary in this Agreement, no Participant shall have authority to act for, or to assume any obligation or responsibility on behalf of, the Company, without the prior approval of the Operating Committee, and each Participant shall indemnify and hold harmless the Company and each other Participant for any breach of the provisions of this sentence by such breaching Participant. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement, the Operating Committee shall make all policy decisions on behalf of the Company in furtherance of the functions and objectives of the Company under the Exchange Act, any rules thereunder, including SEC Rule 613, and under this Agreement. Notwithstanding anything to the contrary, the Operating Committee may delegate all or part of its administrative functions under this Agreement, but not its policy making (except to the extent determinations are delegated as specifically set forth in this Agreement) authority, to one or more Subcommittees, and any other Person. A Person to which administrative functions are so delegated shall perform the same as agent for the Company, in the name of the Company. Each Person who performs administrative functions on behalf of the Company (including the Plan Processor) shall be required to: (i) agree to be bound by the confidentiality obligations in Section 9.6(a) as a “Receiving Party”; and (ii) agree that any nonpublic business information pertaining to any Participant or any Affiliate of such Participant that becomes known to such Person shall be held in confidence and not shared with the other Participants or any other Person, except for information that may be shared in connection with joint activities permitted under this Agreement.

Operating Committee. Except for situations in which the approval of the the‌ Participants is required by this Agreement or by non-waivable provisions of applicable law, the Company shall be managed by the Operating Committee, which shall have general charge and supervision of the business of the Company and shall be constituted as provided in Section 4.2. The Operating Committee: (a) acting collectively in accordance with this Agreement, shall be the sole “manager” of the Company within the meaning of § 18-101(10) of the Delaware Act (and no individual member of the Operating Committee shall (i) be a “manager” of the Company within the meaning of Section 18-101(10) of the Delaware Act or (ii) have any right, power or authority to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company); (b) shall have the right, power and authority to exercise all of the powers of the Company except as otherwise provided by applicable law or this Agreement; and (c) except as otherwise expressly provided herein, shall make all decisions and authorize or otherwise approve all actions taken or to be taken by the Company. Decisions or actions relating to the Company that are made or approved by the Operating Committee, or by any Subcommittee within the scope of authority granted to such Subcommittee in accordance with this Agreement (or, with respect to matters requiring a vote, approval, consent or other action of the Participants hereunder or pursuant to non-waivable provisions of applicable law, by the Participants) in accordance with this Agreement shall constitute decisions or actions by the Company and shall be binding on the Company and each Participant. Except to the extent otherwise expressly provided to the contrary in this Agreement, no Participant shall have authority to act for, or to assume any obligation or responsibility on behalf of, the Company, without the prior approval of the Operating Committee, and each Participant shall indemnify and hold harmless the Company and each other Participant for any breach of the provisions of this sentence by such breaching Participant. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement, the Operating Committee shall make all policy decisions on behalf of the Company in furtherance of the functions and objectives of the Company under the Exchange Act, any rules thereunder, including SEC Rule 613, and under this Agreement. Notwithstanding anything to the contrary, the Operating Committee may delegate all or part of its administrative functions under this Agreement, but not its policy making (except to the extent determinations are delegated as specifically set forth in this Agreement) authority, to one or more Subcommittees, and any other Person. A Person to which administrative functions are so delegated shall perform the same as agent for the Company, in the name of the Company. Each Person who performs administrative functions on behalf of the Company (including the Plan Processor) shall be required to: (i) agree to be bound by the confidentiality obligations in Section 9.6(a) as a “Receiving Party”; and (ii) agree that any nonpublic business information pertaining to any Participant or any Affiliate of such Participant that becomes known to such Person shall be held in confidence and not shared with the other Participants or any other Person, except for information that may be shared in connection with joint activities permitted under this Agreement.