Common use of Authority of Management Committee Clause in Contracts

Authority of Management Committee. Subject to the provisions of Sections 5.8 and 5.9, the Management Committee shall have sole and unfettered discretion with respect to all determinations, decisions, consents, approvals, actions and the like by the Management Committee pursuant to this Agreement or under the Act. Without limiting the generality of the foregoing, in addition to the rights and obligations of the Management Committee provided for elsewhere in this Agreement, subject to Sections 5.8 and 5.9, the Members hereby authorize the Management Committee (or any subcommittee of the Management Committee established in accordance with Section 5.12): (a) to supervise the business of the Company and to make those general decisions regarding the affairs of the Company; (b) to preside at all Company meetings; (c) to open accounts in the name of the Company with banks and other financial institutions and designate, replace and remove from time to time all signatories on such bank accounts; (d) to invest Company funds for the benefit of the Company temporarily in time deposits, short-term governmental obligations, commercial paper or other investments; (e) to pay all bills, invoices and expenses properly incurred by and on behalf of the Company; (f) to purchase policies of comprehensive general liability insurance and to purchase such other insurance coverage as the Management Committee shall determine to be necessary or desirable to insure Covered Persons (including in connection with the Company’s indemnification obligations under Section 9.3) or to protect the Company’s assets and business; (g) to execute on behalf of the Company all agreements, contracts, instruments and documents entered into in accordance with this Agreement, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, lease, mortgage or disposition of the Company’s assets, assignments, bills of sale, leases, and any other instruments or documents in connection with the business of the Company; (h) to comply with, or cause to be complied with, all provisions of the Act governing the administration of a limited liability company, including but not limited to, filing with the Delaware Secretary of State any required amendment to the Certificate of Formation; (i) to keep all books of account and other records required by the Company, keep vouchers, statements, receipted bills and invoices and all other records, covering all collections, disbursements and other data in connection with the Company; (j) to prosecute, defend, compromise and settle claims by or against the Company; (k) subject to any other requirements in this Agreement, to determine if and when distributions shall be made to the Members; and (l) to perform such other acts as are set forth herein or as the Management Committee shall determine to be necessary or appropriate in connection with the Company’s business.