Authority of the Members. Except as otherwise expressly provided in this Agreement, no Member shall have any authority to act for, or to assume any obligations or responsibility on behalf of, or bind any other Member or the Company. Each of the Members agrees that it shall not represent to any third party with whom such Member is in contact concerning the affairs or the business of the Company that such Member has any authority to act for, or to assume any obligations or responsibilities on behalf of, the Company unless expressly authorized by the Board of Managers. Members shall take action in their capacities as Members only at a meeting of the Members or by written action as provided in this Article 4.
Authority of the Members. A Member in his, her of its sole capacity as such, shall take no part in the management or control of the Company's business. A Person shall have no power to represent, act for, sign for or bind the Company solely by virtue of having the status of a Member. The Members hereby Consent to the exercise by the Board of the powers conferred on them by law and this Agreement.
Authority of the Members. Summary of Voting Rights Pursuant to this Agreement, the Manager has absolute powers to operate the business of the Company. The Members have authority to vote only on the specific decisions authorized in various provisions of this Agreement, and summarized below.
Authority of the Members. No Member, in its capacity as such, shall participate in or have any control over the business of the Company. Except as expressly provided herein, the Units do not confer any rights upon the Members to participate in the affairs of the Company described in this Agreement. Except as expressly provided herein, the Members shall have no right to vote on any matter involving the Company, including with respect to any merger, consolidation, combination or conversion of the Company. The conduct, control and management of the Company shall be vested exclusively in the Board. In all matters relating to or arising out of the conduct of the operation of the Company, the decision of the Board shall be the decision of the Company. No Member who is not also a Manager (and acting in such capacity) shall take any part in the management or control of the operation or business of the Company in its capacity as a Member, nor shall any Member who is not also a Manager (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Company in his or its capacity as a Member in any respect or assume any obligation or responsibility of the Company or of any other Member. Notwithstanding the foregoing, the Company may employ one or more Members from time to time, and such Members, in their capacity as employees of the Company (and not, for clarity, in their capacity as Members of the Company), may take part in the control and management of the business of the Company to the extent such authority and power to act for or on behalf of the Company has been delegated to them by the Board.
Authority of the Members. (a) The Members hereby consent to the exercise by the Board or its designees of the rights, powers and authority conferred on the Board by this Agreement.
(b) Except as otherwise provided by the LLC Act, the debts, expenses, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, expenses, obligations and liabilities of the Company, and no Member or its Affiliates shall be obligated personally for any such debt, expense, obligation or liability of the Company solely by reason of being a Member or being an Affiliate of a Member. All Persons dealing with the Company shall have recourse solely to the assets of the Company for the payment of the debts, obligations or liabilities of the Company. In no event shall any Member be required to make up any deficit balance in such Member’s Capital Account upon the liquidation of such Member’s Interest or otherwise. In addition, no Member or Affiliate shall be liable for the obligations of the Members or the Company by virtue of the fact that one or more officers, directors or employees of such Member or Affiliate is appointed to serve on the Board pursuant to Section 5.1 or is designated as an Officer of the Company pursuant to Section 6.1, or for any acts or omissions of such Persons in such capacities.
(c) Except as expressly provided in this Agreement, no Member (in its capacity as a Member) shall take part in or interfere in any manner with the management of the business and affairs of the Company or have any right or authority to act for or bind the Company notwithstanding Section 18-402 of the Act, and the Members (in their capacity as Members) shall have only the rights and powers granted to the Members under this Agreement.
Authority of the Members. In all matters relating to or arising out of the conduct of the operation of the Company and its business, property and affairs, the decision of the Managing Member shall be the decision of the Company. No Member other than the Managing Member shall take part in the management of the Company’s business, property or affairs, or to transact business for or on behalf of the Company or have any power or authority to act for, or to assume any obligations or responsibility on behalf of, or to bind any other Member or the Company; provided, however, that the Company may engage any Member or principal, partner, member, shareholder or interest holder thereof as an employee, independent contractor, consultant or officer (as described in Section 6.4 of this Agreement) to the Company, in which event the duties and liabilities of such individual or firm with respect to the Company as an employee, independent contractor or consultant shall be governed by the terms of such engagement with the Company, except that the Managing Member shall in any such case retain the sole, absolute and exclusive ability to appoint and remove, either with or without cause and at any time, any such employee, independent contractor, consultant or officer. Each of the Members other than the Managing Member agrees that it shall not represent to any third party with whom such Member is in contact concerning the affairs or the business of the Company that such Member has any authority to act for, or to assume any obligations or responsibilities on behalf of, the Company unless expressly authorized by the Managing Member.
Authority of the Members. The Managing Member shall, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, manage, control, administer and operate the business and affairs of the LLC for the purposes herein stated, and to make all decisions affecting such business and affairs, including, without limitation, the power to:
(a) sell, dispose, trade or exchange the assets of the LLC in the ordinary course of the LLC’S business;
(b) enter into agreements and contracts and give receipts, releases and discharges;
(c) purchase liability and other insurance to protect the LLC’s properties and business;
(d) borrow money for and on behalf of the LLC;
(e) execute any and all other instruments and documents which may be necessary or desirable to carry out the intent and purpose of this Agreement; and
(f) make any and all expenditures necessary or appropriate in connection with the management of the affairs of the LLC.
Authority of the Members. No Member may act for, obligate, or in any manner legally bind, the Company or any other Member, unless such Member has been authorized to do so, in writing, by the Committee. Any Member acting in contravention of the prohibition of the immediately preceding sentence shall indemnify, insure and hold harmless the Company, each member of the Committee and each other Member from and against, and reimburse each such Person for, any and all liability, loss, cost, expense or damage incurred or sustained by reason thereof, including, but not limited to, court costs and reasonable attorney and paralegal fees through any and all negotiations, trials and appeals and through all settlement and collection proceedings.
Authority of the Members. Except to the extent otherwise provided herein, the Members, on behalf of the Company, are hereby authorized to operate the business of the Company and to maintain, finance, improve, obtain insurance on, grand options with respect to, sell, convey, assign, mortgage, exchange or lease any real estate and any personal property necessary, convenient or incidential to the accomplishment of the purposes of the Company.
Authority of the Members. As set forth above, the right and the authority of the Voting Member and any other Members to participate in the management and operation of the Company shall be expressly limited to such authority as provided in the Act or any other provisions of applicable law, the Certificate or this Agreement. In furtherance of the foregoing, and notwithstanding anything set forth in this Agreement to the contrary, without the consent or approval of the Voting Member, the Company shall not, and shall not enter into any commitment to: (i) modify the Certificate; (ii) make any material change in the business operated by the Company or enter into a new line of business; (iii) sell or otherwise issue any membership interests in the Company; (iv) incur any indebtedness or become responsible for the debts or obligations of any other Person; (v) make any loan or advance to, or a capital contribution or investment in, any Person; (vi) effect any transaction or series of related transactions involving the sale, lease, exchange or other disposition (including by merger, consolidation, sale of membership interests or sale of assets) by the Company of material assets; (vii) establish any subsidiary or enter into any joint venture or similar business transaction with any Person; or (viii) wind-up, dissolve, liquidate or terminate the Company or initiate a bankruptcy proceeding involving the Company.
