Common use of Designation of Managers Clause in Contracts

Designation of Managers. (i) Toll Grove LP hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a "Manager" and collectively as the "Board") and hereby consents to the election of Xxxxxx X. Toll, Xxx Xxxxxxxx, and Xxxx X. Xxxxxxx as Managers of the Company. Xxxxxx X. Toll shall be designated as Chairman of the Board. (ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of Toll Grove LP, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager. (iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of Toll Grove LP shall be required to designate a new manager. (iv) The Board shall in each case act by a majority of Managers in office. The Board is hereby authorized to appoint one or more officers of the Company (each, an "Officer"), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Vice Presidents. Each such Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the Board deems necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Board. The Officers shall serve at the pleasure of the Board, and the Board may remove any person as an Officer and/or appoint additional persons as Officers, as the Board deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer. By execution hereof, Toll Grove LP hereby appoints as the initial Officers the persons specified in EXHIBIT B attached hereto, who shall hold the office set forth opposite his or her name.

Designation of Managers. (i) Toll Grove LP SOLE MEMBER hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a "Manager" and collectively as the "Board") and hereby consents to the election of Xxxxxx X. Toll__________________, Xxx Xxxxxxxx___________________________, and Xxxx X. Xxxxxxx __________________ as Managers of the Company. Xxxxxx X. Toll shall be designated as Chairman of the Board. (ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of Toll Grove LP, SOLE MEMBER by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation or upon the dissolution, liquidation and termination of a Manager. (iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of Toll Grove LP SOLE MEMBER shall be required to designate a new manager. (iv) The Board shall in each case act by a majority of Managers in office. The Board is hereby authorized to appoint one or more officers of the Company (each, an "Officer"), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Secretaries Vice Presidents and Assistant Vice PresidentsSecretaries. Each such Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the Board deems necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Board. The Officers shall serve at the pleasure of the Board, and the Board may remove any person as an Officer and/or appoint additional persons as Officers, as the Board deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer. By execution hereof, Toll Grove LP SOLE MEMBER hereby appoints as the initial Officers the persons specified in EXHIBIT Exhibit B attached hereto, who shall hold the office set forth opposite his or her name.

Designation of Managers. (i) Toll Grove LP The Sole Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three four (34) managers (each of such managers of individually, a “Manager” and collectively, the Company being hereinafter referred to individually as a "Manager" and collectively as the "Board"“Managers”) and hereby consents to the election of Xxxxxx X. TollXxxxxx, Xxx XxxxxxxxXxxxxx X. Xxxxx, Xxxxxx X. Xxxx and Xxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxx as Managers of the Company. Xxxxxx X. Toll shall be designated as Chairman Each Manager is individually authorized to act on behalf of the BoardCompany. (ii) The Managers shall serve and continue in such office offices throughout the entire term of the Company unless sooner removed by written action of Toll Grove LPthe Sole Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Managerthe Managers. (iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of Toll Grove LP the Sole Member shall be required to designate a new manager. (iv) The Board shall in each case act by a majority of Managers in office. The Board is hereby authorized to may appoint one or more officers of the Company (eachindividually, an "“Officer"” and collectively, the “Officers”), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Secretaries Vice Presidents and Assistant Vice PresidentsSecretaries. Each such Officer shall have delegated to him or her the authority and power to execute and deliver deliver, on behalf of the Company Company, any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the Board deems Managers deem necessary or appropriate, all as may be set forth in a written delegation of authority executed by the BoardManagers. The Officers shall serve at the pleasure of the BoardManagers, and the Board Managers may remove any person as an Officer and/or appoint additional persons as Officers, as the Board deems Managers deem necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer. By execution hereof, Toll Grove LP hereby appoints as the initial Officers the persons specified in EXHIBIT B attached hereto, who shall hold the office set forth opposite his or her name.

Designation of Managers. (i) Toll Grove LP SOLE MEMBER hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a "Manager" and collectively as the "Board") and hereby consents to the election of Xxxxxx X. Robert I. Toll, Xxx Xxxxxxxx, Zvi Barzilay and Xxxx X. Xxxxxxx Joel H. Rassman as Managers of the Managerx xx xxx Company. Xxxxxx X. Toll shall be designated as Chairman of the Board. (ii) The Managers shall Xxx Xxxxxxxx xxall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of Toll Grove LP, SOLE MEMBER by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation or upon the dissolution, liquidation and termination of a Manager. (iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of Toll Grove LP SOLE MEMBER shall be required to designate a new manager. (iv) The Board shall in each case act by a majority of Managers in office. The Board is hereby authorized to appoint one or more officers of the Company (each, an "Officer"), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Secretaries Vice Presidents and Assistant Vice PresidentsSecretaries. Each such Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the Board deems necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Board. The Officers shall serve at the pleasure of the Board, and the Board may remove any person as an Officer and/or appoint additional persons as Officers, as the Board deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer. By execution hereof, Toll Grove LP SOLE MEMBER hereby appoints as the initial Officers the persons specified in EXHIBIT Exhibit B attached hereto, who shall hold the office set forth opposite or at the head of his or her name.

Designation of Managers. (i) Toll Grove LP The Members hereby agrees agree that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a "Manager" and collectively as the "Managers" or the "Board") and hereby consents to the election of Xxxxxx X. Toll, Xxx Xxxxxxxx, and Xxxx X. Xxxxxxx __________________________________ as the Managers of the Company. Xxxxxx X. Toll shall be designated as Chairman of the Board. (ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of Toll Grove LP, the Members by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation or upon the dissolution, liquidation and termination of a Manager. (iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of Toll Grove LP the Members shall be required to designate a new manager. (iv) The Board shall in each case act by a majority of Managers in office. The Board is hereby authorized to appoint one or more officers of the Company (each, an "Officer"), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Secretaries Vice Presidents and Assistant Vice PresidentsSecretaries. Each such Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the Board deems necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Board. The Officers shall serve at the pleasure of the Board, and the Board may remove any person as an Officer and/or appoint additional persons as Officers, as the Board deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer. By execution hereof, Toll Grove LP the Members hereby appoints appoint as the initial Officers the persons specified in EXHIBIT B Exhibit C attached hereto, who shall hold the office set forth opposite his or her name.

Designation of Managers. (ia) Toll Grove LP The Member hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a "Manager" and collectively as "Managers" or the "Board") and hereby consents to the election of Xxxxxx X. Toll, Xxx Xxxxxxxx, and Xxxx X. Xxxxxxx ___________________ as Managers of the Company. Xxxxxx X. Toll Company ___________ shall be designated as Chairman of the Board. (iib) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of Toll Grove LPthe Member, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation or upon the dissolution, liquidation and termination of a Manager. (iiic) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of Toll Grove LP the Member shall be required to designate a new managerManager. (ivd) The Board shall in each case act by a majority of Managers in office. The Board is hereby authorized to appoint one or more officers of the Company (each, an "Officer"), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Secretaries Vice Presidents and Assistant Vice PresidentsSecretaries. Each such Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the Board deems necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Board. The Officers shall serve at the pleasure of the Board, and the Board may remove any person as an Officer and/or appoint additional persons as Officers, as the Board deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly fully authorized, executed and delivered by the Company upon execution by such Officer. By execution hereof, Toll Grove LP hereby appoints as the initial Officers the persons specified in EXHIBIT B attached hereto, who shall hold the office set forth opposite his or her name.