Common use of Authority and Duties of the Manager Clause in Contracts

Authority and Duties of the Manager. (a) The Company agrees to seek the advice of the Manager regarding the business, properties and activities of the Cable Systems during the term hereof, and subject to the direction, control and general supervision of the Company, the Manager agrees to provide such advice. The Manager shall give such advice in a businesslike, efficient, lawful and professional manner in accordance with this Agreement. (b) Without limiting the generality of the foregoing, the Manager shall provide all management services with respect to the operation of the Cable Systems, including, but not limited to the following: (i) advice concerning the hiring, termination, performance and training of personnel; (ii) review, consultation and advice concerning personnel, operations, engineering and other management and operating policies and procedures; (iii) review, consultation and advice concerning maintenance standards for plant and equipment of the Cable Systems, advice as to the Cable Systems' normal repairs, replacements, maintenance and plant upgrades, and provide for periodic inspections; (iv) recommendations on all necessary action to keep the operation of the Cable Systems in compliance, in all material respects, with the conditions of the Company's franchises and all applicable rules, regulations and orders of any federal, state, county or municipal authority having jurisdiction over the Cable Systems; (v) assistance in the negotiation, or directly negotiate, on behalf of the Company, of operating agreements (including, but not limited to, pole attachment agreements, office and headend leases, easements and right-of-way agreements), contracts for the purchase, lease, license or use of properties, equipment and rights as may be necessary or desirable in connection with the operation or maintenance of the Cable Systems and such other agreements on behalf of the Company as are necessary or advisable for the Cable Systems and assistance in the procuring, or directly procuring, on behalf of the Company, such programming, billing and other services and equipment deemed necessary and advisable for the Cable Systems; (vi) development of recommendations for, and negotiate the acquisition and maintenance of, such insurance coverage with respect to the Cable Systems as the Company may determine upon advice and consultation of the Manager; (vii) guidance on all marketing, sales promotions and advertising for the Cable Systems; (viii) assistance in the financial budgeting process and the implementation of appropriate accounting, financial, administrative and managerial controls for the Cable Systems; (ix) preparation for use by the Company of financial reports and maintenance of books of accounts and other records reflecting the results of operation of each Cable System and/or subsidiary; and (x) advice and consultation with the Company in connection with any and all aspects of the Cable Systems and the day to day operation thereof and consultation with the Company with respect to the selection of attorneys, consultants and accountants.

Authority and Duties of the Manager. (a) The Company agrees to Entities shall seek the advice of the Manager regarding the business, properties and activities of the Cable Systems during the term hereof, and subject to the direction, control and general supervision of the CompanyCompany Entities, the Manager agrees to provide such advice. The Manager shall give such advice in a businesslike, efficient, lawful and professional manner in accordance with this Agreement. (b) Without limiting the generality of the foregoing, the Manager shall provide all management services with respect to the operation of the Cable Systems, including, but not limited to the following: (i) advice concerning the hiring, termination, performance and training of personnel; (ii) review, consultation and advice concerning personnel, operations, engineering and other management and operating policies and procedures; (iii) review, consultation and advice concerning maintenance standards for plant and equipment of the Cable Systems, advice as to the Cable Systems' ’ normal repairs, replacements, maintenance and plant upgrades, and provide for periodic inspections; (iv) recommendations on all necessary action to keep the operation of the Cable Systems in compliance, in all material respects, with the conditions of the Company's Company Entities’ franchises and all applicable rules, regulations and orders of any federal, state, county or municipal authority having jurisdiction over the Cable Systems, and maintenance of the legal existence, qualifications to do business, legal and tax good standing, and necessary licenses, franchises and similar rights of the Company Entities;; (v) assistance in the negotiationnegotiation of, or directly negotiateand direct negotiations of, on behalf of the CompanyCompany Entities, of operating agreements (including, but not limited to, pole attachment agreements, office and headend leases, easements and right-of-way agreements), contracts for the purchase, lease, license or use of properties, equipment equipment, facilities, systems, services, programming, content and rights as may be necessary or desirable in connection with the operation or maintenance of the Cable Systems and such other agreements on behalf of the Company Entities as are necessary or advisable for the Cable Systems and assistance in the procuring, or directly procuring, procuring on behalf of the CompanyCompany Entities, or directly procuring on behalf of the Company Entities, such property, facilities, systems, programming, content, equipment, billing and other services and equipment other rights and assets deemed necessary and advisable for the Cable Systems; (vi) assistance in the negotiation of, and direct negotiations of, on behalf of the Company Entities, such agreements for the provision of carriage, advertising time and other rights or services by the Cable Systems; (vii) development of recommendations for, and negotiate assistance in the negotiation of, and direct negotiations of, on behalf of the Company Entities, the acquisition and maintenance of, such insurance coverage with respect to the Cable Systems as the Company Entities may determine upon advice and consultation of the Manager; (viiviii) guidance on all marketing, sales promotions and advertising for the Cable SystemsSystems and assistance in the negotiation of, and direct negotiations of, on behalf of the Company Entities of agreements in respect thereof; (viiiix) assistance in the financial budgeting process and the implementation of appropriate accounting, financial, administrative and managerial controls for the Cable Systems; (ixx) preparation for use by the Company Entities of financial reports and maintenance of books of accounts and other records reflecting the results of operation of each Cable System and/or subsidiary; and; (xxi) advice and consultation with the Company Entities in connection with any and all aspects of the Cable Systems and the day to day operation thereof and consultation with the Company Entities with respect to the selection of and assistance in the retention of, and direct retention of, on behalf of the Company Entities, third party service providers, including, but not limited to attorneys, consultants consultants, investment bankers, financial advisors and accountants; and (xii) other services and functions consistent with those enumerated above or heretofore provided by the Manager to the Company Entities.

Authority and Duties of the Manager. (a) The Company agrees to seek the advice of the Manager regarding the business, properties and activities of the Cable Systems during the term hereof, and subject to the direction, control and general supervision of the Company, the Manager agrees to provide such advice. The Manager shall give such advice in a businesslike, efficient, lawful and professional manner in accordance with this Agreement. (b) Without limiting the generality of the foregoing, the Manager shall provide all management managing services with respect to the operation of the Cable Systems, including, but not limited to the following: (i) advice concerning the hiring, termination, performance and training of personnel; (ii) review, consultation and advice concerning personnel, operations, engineering and other management and operating policies and procedures; (iii) review, consultation and advice concerning maintenance standards for plant and equipment of the Cable Systems, advice as to the Cable Systems' normal repairs, replacements, maintenance and plant upgrades, and provide for periodic inspections; (iv) recommendations on all necessary action to keep the operation of the Cable Systems in compliance, in all material respects, with the conditions of the Company's franchises and all applicable rules, regulations and orders of any federal, state, county or municipal authority having jurisdiction over the Cable Systems; (v) assistance in the negotiation, or directly negotiate, on behalf of the Company, of operating agreements (including, but not limited to, pole attachment agreements, office and headend leases, easements and right-of-way agreements), contracts for the purchase, lease, license or use of properties, equipment and rights as may be necessary or desirable in connection with the operation or maintenance of the Cable Systems and such other agreements on behalf of the Company as are necessary or advisable for the Cable Systems and assistance in the procuring, or directly procuring, on behalf furnishing of the Company, such programming, billing and other program services and equipment deemed necessary and advisable for the Cable Systems; (vi) development of recommendations for, and negotiate the acquisition and maintenance of, such insurance coverage with respect to the Cable Systems as the Company may determine upon advice and consultation of the Manager; (vii) guidance on all marketing, sales promotions and advertising for the Cable Systems; (viii) assistance in the financial budgeting process and the implementation of appropriate accounting, financial, administrative and managerial controls for the Cable Systems; (ix) preparation for use by the Company of financial reports and maintenance of books of accounts and other records reflecting the results of operation of each Cable System and/or subsidiary; and (x) advice and consultation with the Company in connection with any and all aspects of the Cable Systems and the day to day operation thereof and consultation with the Company with respect to the selection of attorneys, consultants and accountants.

Authority and Duties of the Manager. (a) The Company agrees to seek the advice of the Manager regarding the business, properties and activities of the Cable Systems during the term hereof, and subject to the direction, control and general supervision of the Company, the Manager agrees to provide such advice. The Manager shall give such advice in a businesslike, efficient, lawful and professional manner in accordance with this Agreement. (b) Without limiting the generality of the foregoing, the Manager shall provide all management services with respect to the operation of the Cable Systems, including, but not limited to to, the following: (i) advice concerning the hiring, termination, performance and training of personnel; (ii) review, consultation and advice concerning personnel, operations, engineering and other management and operating policies and procedures; (iii) review, consultation and advice concerning maintenance standards for plant and equipment of the Cable Systems, advice as to the Cable Systems' normal repairs, replacements, maintenance and plant upgrades, and provide for periodic inspections; (iv) recommendations on all necessary action to keep the operation of the Cable Systems in compliance, in all material respects, with the conditions of the Company's franchises and all applicable rules, regulations and orders of any federal, state, county or municipal authority having jurisdiction over the Cable Systems; (v) assistance in the negotiationnegotiation of, or directly negotiate, on behalf of the Company, of operating agreements (including, but not limited to, pole attachment agreements, office and headend leases, easements and right-of-of- way agreements), contracts for the purchase, lease, license or use of properties, equipment and rights as may be necessary or desirable in connection with the operation or maintenance of the Cable Systems and such other agreements on behalf of the Company as are necessary or advisable for the Cable Systems and assistance in the procuring, or directly procuring, on behalf of the Company, such programming, billing and other services and equipment deemed necessary and advisable for the Cable Systems; (vi) development of recommendations for, and negotiate the acquisition and maintenance of, such insurance coverage with respect to the Cable Systems as the Company may determine upon advice and consultation of the Manager; (vii) guidance on all marketing, sales promotions and advertising for the Cable Systems; (viii) assistance in the financial budgeting process and the implementation of appropriate accounting, financial, administrative and managerial controls for the Cable Systems; (ix) preparation for use by the Company of financial reports and maintenance of books of accounts and other records reflecting the results of operation of each Cable System and/or subsidiary; and (x) advice and consultation with the Company in connection with any and all aspects of the Cable Systems and the day to day operation thereof and consultation with the Company with respect to the selection of attorneys, consultants and accountants.

Authority and Duties of the Manager. (a) The Company agrees to seek the advice of the Manager regarding the business, properties and activities of the Cable Systems during the term hereof, and subject to the direction, control and general supervision of the Company, the Manager agrees to provide such advice. The Manager shall give such advice in a businesslike, efficient, lawful and professional manner in accordance with this Agreement. (b) Without limiting the generality of the foregoing, the Manager shall provide all management services with respect to the operation of the Cable Systems, including, but not limited to the following:: 2 (i) advice concerning the hiring, termination, performance and training of personnel; (ii) review, consultation and advice concerning personnel, operations, engineering and other management and operating policies and procedures; (iii) review, consultation and advice concerning maintenance standards for plant and equipment of the Cable Systems, advice as to the Cable Systems' normal repairs, replacements, maintenance and plant upgrades, and provide for periodic inspections; (iv) recommendations on all necessary action to keep the operation of the Cable Systems in compliance, in all material respects, with the conditions of the Company's franchises and all applicable rules, regulations and orders of any federal, state, county or municipal authority having jurisdiction over the Cable Systems; (v) assistance in the negotiation, or directly negotiate, on behalf of the Company, of operating agreements (including, but not limited to, pole attachment agreements, office and headend leases, easements and right-of-way agreements), contracts for the purchase, lease, license or use of properties, equipment and rights as may be necessary or desirable in connection with the operation or maintenance of the Cable Systems and such other agreements on behalf of the Company as are necessary or advisable for the Cable Systems and assistance in the procuring, or directly procuring, on behalf furnishing of the Company, such programming, billing and other program services and equipment deemed necessary and advisable for the Cable Systems; (vi) development of recommendations for, and negotiate the acquisition and maintenance of, such insurance coverage with respect to the Cable Systems as the Company may determine upon advice and consultation of the Manager; (vii) guidance on all marketing, sales promotions and advertising for the Cable Systems; (viii) assistance in the financial budgeting process and the implementation of appropriate accounting, financial, administrative and managerial controls for the Cable Systems; (ix) preparation for use by the Company of financial reports and maintenance of books of accounts and other records reflecting the results of operation of each Cable System and/or subsidiary; and (x) advice and consultation with the Company in connection with any and all aspects of the Cable Systems and the day to day operation thereof and consultation with the Company with respect to the selection of attorneys, consultants and accountants.and

Authority and Duties of the Manager. (a) The Company agrees to seek the advice of the Manager regarding the business, properties and activities of the Cable Systems during the term hereof, and subject to the direction, control and general supervision of the Company, the Manager agrees to provide such advice. The Manager shall give such advice in a businesslike, efficient, lawful and professional manner in accordance with this Agreement. (b) Without limiting the generality of the foregoing, the Manager shall provide all management services with respect to the operation of the Cable Systems, including, but not limited to to, the following: (i) advice concerning the hiring, termination, performance and training of personnel; (ii) review, consultation and advice concerning personnel, operations, engineering and other management and operating policies and procedures; (iii) review, consultation and advice concerning maintenance standards for plant and equipment of the Cable Systems, advice as to the Cable Systems' normal repairs, replacements, maintenance and plant upgrades, and provide for periodic inspections; (iv) recommendations on all necessary action to keep the operation of the Cable Systems in compliance, in all material respects, with the conditions of the Company's franchises and all applicable rules, regulations and orders of any federal, state, county or municipal authority having jurisdiction over the Cable Systems; (v) assistance in the negotiationnegotiation of, or directly negotiate, on behalf of the Company, of operating agreements (including, but not limited to, pole attachment agreements, office and headend leases, easements and right-of-way agreements), contracts for the purchase, lease, license or use of properties, equipment and rights as may be necessary or desirable in connection with the operation or maintenance of the Cable Systems and such other agreements on behalf of the Company as are necessary or advisable for the Cable Systems and assistance in the procuring, or directly procuring, on behalf of the Company, such programming, billing and other services and equipment deemed necessary and advisable for the Cable Systems; (vi) development of recommendations for, and negotiate the acquisition and maintenance of, such insurance coverage with respect to the Cable Systems as the Company may determine upon advice and consultation of the Manager; (vii) guidance on all marketing, sales promotions and advertising for the Cable Systems; (viii) assistance in the financial budgeting process and the implementation of appropriate accounting, financial, administrative and managerial controls for the Cable Systems; (ix) preparation for use by the Company of financial reports and maintenance of books of accounts and other records reflecting the results of operation of each Cable System and/or subsidiary; and (x) advice and consultation with the Company in connection with any and all aspects of the Cable Systems and the day to day operation thereof and consultation with the Company with respect to the selection of attorneys, consultants and accountants.

Authority and Duties of the Manager. (a) The Company agrees to seek the advice of the Manager regarding the business, properties and activities of the Cable Systems during the term hereof, and subject to the direction, control and general supervision of the Company, the Manager agrees to provide such advice. The Manager shall give such advice in a businesslike, efficient, lawful and professional manner in accordance with this Agreement. (b) Without limiting the generality of the foregoing, the Manager shall provide all management services with respect to the operation of the Cable Systems, including, but not limited to the following: (i) advice concerning the hiring, termination, performance and training of personnel;; 2 (ii) review, consultation and advice concerning personnel, operations, engineering and other management and operating policies and procedures; (iii) review, consultation and advice concerning maintenance standards for plant and equipment of the Cable Systems, advice as to the Cable Systems' normal repairs, replacements, maintenance and plant upgrades, and provide for periodic inspections; (iv) recommendations on all necessary action to keep the operation of the Cable Systems in compliance, in all material respects, with the conditions of the Company's franchises and all applicable rules, regulations and orders of any federal, state, county or municipal authority having jurisdiction over the Cable Systems; (v) assistance in the negotiation, or directly negotiate, on behalf of the Company, of operating agreements (including, but not limited to, pole attachment agreements, office and headend leases, easements and right-of-way agreements), contracts for the purchase, lease, license or use of properties, equipment and rights as may be necessary or desirable in connection with the operation or maintenance of the Cable Systems and such other agreements on behalf of the Company as are necessary or advisable for the Cable Systems and assistance in the procuring, or directly procuring, on behalf furnishing of the Company, such programming, billing and other program services and equipment deemed necessary and advisable for the Cable Systems; (vi) development of recommendations for, and negotiate the acquisition and maintenance of, such insurance coverage with respect to the Cable Systems as the Company may determine upon advice and consultation of the Manager; (vii) guidance on all marketing, sales promotions and advertising for the Cable Systems; (viii) assistance in the financial budgeting process and the implementation of appropriate accounting, financial, administrative and managerial controls for the Cable Systems; (ix) preparation for use by the Company of financial reports and maintenance of books of accounts and other records reflecting the results of operation of each Cable System and/or subsidiary; and (x) advice and consultation with the Company in connection with any and all aspects of the Cable Systems and the day to day operation thereof and consultation with the Company with respect to the selection of attorneys, consultants and accountants.

Authority and Duties of the Manager. (a) The Company agrees to seek the advice of the Manager regarding the business, properties and activities of the Cable Systems during the term hereof, and subject Subject to the direction, overall direction and ultimate control and general supervision of the CompanyManaging Member of the Company (the “Managing Member”), the Manager agrees to provide such advice. The Manager shall give such advice and the Company agrees to accept the services described in a businesslike, efficient, lawful and professional manner in accordance with Section 1 of this Agreement. (b) Without limiting the generality of the foregoing, pursuant and subject to Section 2(a) hereof and the other the terms and conditions set forth herein, the Manager shall provide all management services with respect to the operation of the Cable Systems, including, but not limited to the followingshall: (i) advice concerning oversee and supervise the hiring, termination, performance operations of the Stations in accordance with policies established by the Managing Member and training usual and customary standards of personnelefficient operation and maintenance; (ii) reviewgenerally establish and oversee the human resource functions of the Stations and shall: (A) select, consultation discharge and advice concerning personnel, operations, engineering review performance and training of all personnel necessary to conduct the business of the Stations; (B) establish personnel and other management and operating policies and proceduresprocedures as shall be necessary in connection with the management and operation of the Stations; (C) supervise the training of management personnel (and replacements therefor) of the Stations; and (D) develop and implement compensation policies with respect to personnel employed by the Company at the Stations and maintain individual personnel files for such employees; (iii) review, consultation maintain and advice concerning maintenance standards for plant and equipment of operate the Cable Systems, advice as to the Cable Systems' Stations including normal repairs, replacements, modifications, capital and other improvements and maintenance and plant upgrades, and provide for periodic inspectionsthereof; (iv) recommendations on all necessary action to keep maintain the operation of the Cable Systems Stations in compliance, in all material respects, with the conditions of the Company's franchises and all applicable rules, regulations and orders of any federal, state, county or municipal authority having jurisdiction over the Cable SystemsCompany and/or the Stations; (v) assistance in supervise the establishment of maintenance standards for the plant and equipment located at the Stations; (vi) supervise the negotiation, or directly negotiate, on behalf of consummation and performance by the Company, Stations of operating agreements (including, but not limited to, pole attachment agreements, office and headend leases, easements and right-of-way agreements), contracts for the purchase, lease, servicing, construction, license or use of properties, equipment services and rights as may be necessary or desirable in connection with the operation or maintenance of the Cable Systems Stations and such other agreements on behalf of with respect to the Company Stations as are the Manager may deem necessary or advisable for the Cable Systems and assistance in the procuring, or directly procuring, on behalf of the Company, such programming, billing and other services and equipment deemed necessary and advisable for the Cable Systemsadvisable; (vivii) development of recommendations for, and negotiate assist with the acquisition and maintenance of, by the Company of such insurance coverage with respect to the Cable Systems Stations as the Company may determine upon advice and consultation of the Manager; (viiviii) guidance on supervise the development and implementation of business management and other corporate strategies, and all marketingmarketing strategies, sales promotions and advertising for the Cable SystemsStations; (viiiix) assistance assist in the financial budgeting process timely preparation and distribution of annual operating budgets, annual capital budgets, business plans, cash flow and profit and loss projections, personnel requirements and key performance milestones for the Company and the implementation of appropriate accounting, financial, administrative and managerial controls for the Cable SystemsCompany; (ixx) assist with the preparation for use by of the Company of Company’s monthly and quarterly status reports, financial reports and maintenance cash disbursements reports, as reasonably necessary in the operation of books the Company, and maintain files and records for the Company; (xi) supervise the collection of accounts income and other records reflecting amounts due to the results Stations and the payment on behalf of operation the Stations of each Cable System and/or subsidiaryexpenses relating to the operations and activities of the Stations in conformity with the annual budgets and business plans of the Company; (xii) provide to the Company all information necessary for the Company (or its outside accountants) to prepare its federal, state and local income tax and property tax returns; (xiii) assist the Company (and its independent public accountants) in the preparation of its annual audited financial statements; (xiv) assist in the preparation of all documents, certificates, reports and other information required to be delivered to the Company’s lenders and otherwise assist the Company and its subsidiaries to comply with the terms of any document with any such lender; (xv) generally establish and oversee management information systems of the Company relating to the Stations; and (xxvi) advice perform the primary due diligence work on proposed station acquisitions and consultation assist the Company in negotiating and executing documentation for such acquisitions as directed by the Managing Member. (c) The Manager covenants with the Company to manage and operate the Stations and to perform its duties and obligations under this Agreement in connection accordance with any all applicable laws. (d) The Manager shall conduct itself with the care, skill, prudence and all aspects diligence under the circumstances then prevailing that a prudent manager would use in the conduct of an enterprise of like character and with like aims as the Company. (e) It is agreed and understood by the parties hereto that the duties and responsibilities of the Cable Systems Manager hereunder and under each Approved Management Agreement (as defined in Section 5) shall be performed on a full-time basis by K. Xxxxx Xxxxx (“Xxxxx”), Xxxxxxxxxxx Xxxxxxxxx (“Xxxxxxxxx”), Xxxx Xxxxxx and Xxxxx Xxxxx (collectively, the “Manager Principals”), or such other principals of the Manager as may be agreed to from time to time by Xxxxx and the day Managing Member. (f) Nothing contained in this Agreement, including without limitation this Section 2, shall be construed (i) in a manner contrary to day operation thereof the Communications Act, as amended, or the applicable rules, regulations and consultation with policies of the Company Federal Communications Commission, or (ii) to limit the full authority, control and power of the licensee of each Station, whether PTVAC or any affiliate of the Company, with respect to the selection business, management and operation of attorneysany Station, consultants and accountantsincluding with respect to the operation, programming, finance or personnel matters relating to each such Station.