Common use of Duties of Officers Generally Clause in Contracts

Duties of Officers Generally. Subject to the terms of any Officer Employment Agreement, under the direction of and, at all times, subject to the authority of the Board, the officers shall have full and complete discretion to manage and control the day to day business, operations and affairs of the Partnership in the ordinary course of its business, to make all decisions affecting the day to day business, operations and affairs of the Partnership in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board, this Agreement or such officer’s Officer Employment Agreement. The Chief Executive Officer and the President shall have the power and authority to delegate to any agents or employees of the Partnership rights and powers of officers of the Partnership to manage and control the day to day business, operations and affairs of the Partnership in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the contrary, the delegation to any officer of the Partnership of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such officer of the Partnership to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The officers of the Partnership shall constitute a committee within the meaning of Section 17-307(b)(7) of the Delaware LP Act.

Duties of Officers Generally. Subject to the terms of any Officer Employment Agreement, under Under the direction of and, at all times, subject to the authority of the Board, the officers shall have full and complete discretion to manage and control the day to day-to-day business, operations and affairs of the Partnership in the ordinary course of its business, to make all decisions affecting the day to day-to-day business, operations and affairs of the Partnership in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless and notwithstanding anything to the contrary in this Agreement: (i) the Board shall have previously restricted (specifically or generally) such powers; or (ii) the authority to take any action or not take any action is vested by this Agreement specifically in the AS Partners or the TowerBrook Partners, as applicable. In addition, the officers shall have such other powers and duties as may be prescribed by the Board, this Agreement or such officer’s Officer Employment Agreementemployment agreement, if any. The Chief Executive Officer and the President shall have the power and authority to delegate to any agents or employees of the Partnership rights and powers of officers of the Partnership to manage and control the day to day-to-day business, operations and affairs of the Partnership in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless (i) the Board shall have previously restricted (specifically or generally) such powers; or (ii) the authority to take any action or not take any action is vested by this Agreement specifically in the AS Partners or the TowerBrook Partners, as applicable. Notwithstanding anything contained herein to the contrary, the delegation to any officer of the Partnership of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such officer of the Partnership to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The Partners intend that the officers of the Partnership shall constitute a committee of the Partnership within the meaning of Section 17-307(b)(7) of the Delaware LP Act.

Duties of Officers Generally. Subject to the terms of any Officer Employment Agreement, under Under the direction of and, at all times, subject to the authority of the Board, the officers shall have full and complete the discretion to manage and control the day to day-to-day business, operations and affairs of the Partnership Company in the ordinary course of its business, to make all decisions decisions, except those expressly reserved or requiring the approval of the Board hereunder, affecting the day to day-to-day business, operations and affairs of the Partnership Company in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board or this Agreement. Subject to the supervision and direction of the Board, this Agreement or such officer’s Officer Employment Agreement. The the Chief Executive Officer and the President shall have the power and authority to delegate to any agents or employees of the Partnership Company rights and powers of officers of the Partnership Company to manage and control the day to day-to-day business, operations and affairs of the Partnership Company in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained the foregoing, without limiting the rights and powers of the Board or any other approval right herein granted to the contraryholders of Preferred Units, the delegation to no officer shall enter into or consummate any officer of the Partnership following transactions without the prior approval of the Board (or a duly authorized committee thereof): (i) any material transaction outside of the ordinary course of the Company’s business consistent with past practice, unless such transaction is provided for within the then current operating budget approved by the Board or obligates the Company for an amount not in excess of $100,000; (ii) the issuance of any management powers over the business and affairs Units or other security of the Partnership pursuant Company, including any security convertible into any security, other than the grant by the Board or the Compensation Committee (or its designee) of Units to employees in connection with their services to the provisions Company under any plan approved by the Board; (iii) any sale of this Agreement shall not cause the General Partner to cease to be a general partner any material portion of the Partnership nor shall it cause such officer Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Partnership to be a general partner Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units (other than required tax distributions hereunder, or other distributions required hereunder in respect of the Partnership Preferred Units); (v) redeem or to have purchase or be subject to otherwise acquire any liabilities Units, other than repurchases from officers, Managers, consultants or other persons who performed services for the Company in connection with the cessation of a general partner such employment or service for an amount not in excess of $50,000 individually, or $250,000 in the aggregate; (vi) incur any indebtedness for borrowed money in excess of $100,000 individually or $250,000 in the aggregate (other than purchase money indebtedness); (vii) approve any material deviation from the then current operating budget as approved by the Board; (viii) any sale of assets in excess of $100,000 in the aggregate outside of the Partnership that may be applicable. The officers ordinary course of the Partnership shall constitute a committee within business; or (ix) any other acts requiring the meaning of Section 17-307(b)(7) consent or approval of the Delaware LP ActBoard under this Agreement.

Duties of Officers Generally. (i) Subject to the terms of any Officer Employment Agreement, under the direction of and, at all times, subject to the authority of the BoardSeries Board of the applicable Series, the officers of a Series shall have full and complete discretion to manage and control the day to day business, operations and affairs of the Partnership such Series in the ordinary course of its business, to make all decisions affecting the day to day business, operations and affairs of the Partnership such Series in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Series Board of such Series shall have previously restricted (specifically or generally) such powers. In addition, the officers of a Series shall have such other powers and duties as may be prescribed by the BoardSeries Board of such Series, this Agreement Agreement, or such officer’s Officer Employment Agreement. The Chief Executive Officer and the President of a Series shall have the power and authority to delegate to any agents or employees of the Partnership such Series any rights and powers of officers of the Partnership such Series to manage and control the day to day-to-day business, operations and affairs of the Partnership such Series in the ordinary course of its business, as the Chief Executive Officer or the President of such Series may deem appropriate from time to time, in each case, unless the Series Board of such Series shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the contrary, the delegation to any officer of the Partnership a Series of any management powers over the business and affairs of the Partnership such Series pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a the general partner of the Partnership Partnership, nor shall it cause such officer of the Partnership such Series to be a general partner of such Series, any other Series, or the Partnership or to have or be subject to any liabilities of a general partner of such Series, any other Series, or the Partnership that may be applicable. The officers of the Partnership each Series shall constitute a committee within the meaning of Section 17-307(b)(7) of the Delaware LP Act.

Duties of Officers Generally. Subject to the terms of any Officer Employment Agreement, under Under the direction of and, at all times, subject to the authority of the Board_______________, the officers shall have full and complete the discretion to manage and control the day to day-to-day business, operations and affairs of the Partnership Company in the ordinary course of its business, to make all decisions decisions, except those expressly reserved or requiring the approval of the _______________ hereunder, affecting the day to day-to-day business, operations and affairs of the Partnership Company in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board _______________ shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board, _______________ or this Agreement or such officer’s Officer Employment Agreement. The Chief Executive Officer and the President shall have the power and authority to delegate to any agents or employees of the Partnership Company rights and powers of officers of the Partnership Company to manage and control the day to day-to-day business, operations and affairs of the Partnership Company in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless the Board _______________ shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the contraryforegoing, the delegation to no officer shall enter into or consummate any officer of the Partnership following transactions without the prior approval of the ________________: (i) any transaction outside of the ordinary course of the Company’s business consistent with past practice; (ii) the issuance of any management powers over the business and affairs Units or other security of the Partnership pursuant to the provisions Company; including any security convertible into any security; (iii) any sale of this Agreement shall not cause the General Partner to cease to be a general partner any material portion of the Partnership nor shall it cause such officer Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Partnership to be a general partner Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units; (v) redeem or purchase or otherwise acquire any Units; (vi) incur any liabilities, obligations, including guarantees, or indebtedness in excess of $25,000 individually, or as otherwise expressly provided in the Company’s employment agreement with the President of the Partnership Company; (vii) approve any material deviation from the then current operating budget as approved by the _______________; or to have (viii) any other acts requiring the consent or be subject to any liabilities of a general partner approval of the Partnership that may be applicable. The officers of the Partnership shall constitute a committee within the meaning of Section 17-307(b)(7) of the Delaware LP Act_______________ under this Agreement.

Duties of Officers Generally. Subject to the terms of any Officer Employment Agreement, under Under the direction of and, at all times, subject to the authority of the Board_______________, the officers shall have full and complete the discretion to manage and control the day to day-to-day business, operations and affairs of the Partnership Company in the ordinary course of its business, to make all decisions decisions, except those expressly reserved or requiring the approval of the _______________ hereunder, affecting the day to day-to-day business, operations and affairs of the Partnership Company in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board _______________ shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board, _______________ or this Agreement or such officer’s Officer Employment Agreement. The Chief Executive Officer and the President shall have the power and authority to delegate to any agents or employees of the Partnership Company rights and powers of officers of the Partnership Company to manage and control the day to day-to-day business, operations and affairs of the Partnership Company in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless the Board _______________ shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the contraryforegoing, the delegation to no officer shall enter into or consummate any officer of the Partnership following transactions without the prior approval of the _______________: (i) any transaction outside of the ordinary course of the Company’s business consistent with past practice; (ii) the issuance of any management powers over the business and affairs Units or other security of the Partnership pursuant to the provisions Company; including any security convertible into any security; (iii) any sale of this Agreement shall not cause the General Partner to cease to be a general partner any material portion of the Partnership nor shall it cause such officer Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Partnership to be a general partner Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units; (v) redeem or purchase or otherwise acquire any Units; (vi) incur any liabilities, obligations, including guarantees, or indebtedness in excess of $25,000 individually, or as otherwise expressly provided in the Company’s employment agreement with the President of the Partnership Company; (vii) approve any material deviation from the then current operating budget as approved by the _______________; or to have (viii) any other acts requiring the consent or be subject to any liabilities of a general partner approval of the Partnership that may be applicable. The officers of the Partnership shall constitute a committee within the meaning of Section 17-307(b)(7) of the Delaware LP Act_______________ under this Agreement.

Duties of Officers Generally. Subject to the terms of any Officer Employment Agreement, under Under the direction of and, at all times, subject to the authority of the BoardMember or Manager , the officers shall have full and complete the discretion to manage and control the day to day-to-day business, operations and affairs of the Partnership Company in the ordinary course of its business, to make all decisions decisions, except those expressly reserved or requiring the approval of the Member or Manager hereunder, affecting the day to day-to-day business, operations and affairs of the Partnership Company in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board Member or Manager shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board, Member or Manager or this Agreement or such officer’s Officer Employment Agreement. The Chief Executive Officer and the President shall have the power and authority to delegate to any agents or employees of the Partnership Company rights and powers of officers of the Partnership Company to manage and control the day to day-to-day business, operations and affairs of the Partnership Company in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless the Board Member or Manager shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the contraryforegoing, the delegation to no officer shall enter into or consummate any officer of the Partnership following transactions without the prior approval of the Member or Manager : (i) any transaction outside of the ordinary course of the Company’s business consistent with past practice; (ii) the issuance of any management powers over the business and affairs Units or other security of the Partnership pursuant to the provisions Company; including any security convertible into any security; (iii) any sale of this Agreement shall not cause the General Partner to cease to be a general partner any material portion of the Partnership nor shall it cause such officer Company’s assets (whether by asset purchase, stock purchase, merger or otherwise), except in the ordinary course of the Partnership to be a general partner Company’s business; (iv) declare or pay any dividend or make any other distributions in respect of any Units; (v) redeem or purchase or otherwise acquire any Units; (vi) incur any liabilities, obligations, including guarantees, or indebtedness in excess of $25,000 individually, or as otherwise expressly provided in the Company’s employment agreement with the President of the Partnership Company; (vii) approve any material deviation from the then current operating budget as approved by the Member or to have Manager ; or be subject to (viii) any liabilities of a general partner other acts requiring the consent or approval of the Partnership that may be applicable. The officers of the Partnership shall constitute a committee within the meaning of Section 17-307(b)(7) of the Delaware LP ActMember or Manager under this Agreement.

Duties of Officers Generally. Subject to the terms of any Officer Employment Agreement, under the direction of and, at all times, subject to the authority of the BoardSeries Board of the applicable Series, the officers of a Series shall have full and complete discretion to manage and control the day to day business, operations and affairs of the Partnership such Series in the ordinary course of its business, to make all decisions affecting the day to day business, operations and affairs of the Partnership such Series in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Series Board of such Series shall have previously restricted (specifically or generally) such powers. In addition, the officers of a Series shall have such other powers and duties as may be prescribed by the BoardSeries Board of such Series, this Agreement Agreement, or such officer’s Officer Employment Agreement. The Chief Executive Officer and the President of a Series shall have the power and authority to delegate to any agents or employees of the Partnership such Series any rights and powers of officers of the Partnership such Series to manage and control the day to day-to-day business, operations and affairs of the Partnership such Series in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless the Series Board of such Series shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the contrary, the delegation to any officer of the Partnership a Series of any management powers over the business and affairs of the Partnership such Series pursuant to the provisions of this Agreement shall not cause the General Partner of such Series to cease to be a general partner of the Partnership such Series, nor shall it cause such officer of the Partnership such Series to be a general partner of such Series, any other Series, or the Partnership or to have or be subject to any liabilities of a general partner of such Series, any other Series, or the Partnership that may be applicable. The officers of the Partnership each Series shall constitute a committee within the meaning of Section 17-307(b)(7) of the Delaware LP Act.

Duties of Officers Generally. Subject to the terms of any Officer Employment Agreement, under the direction of and, at all times, subject to the authority of the Board, the officers shall have full and complete discretion to manage and control the day to day-to-day business, operations and affairs of the Partnership in the ordinary course of its business, to make all decisions affecting the day to day-to-day business, operations and affairs of the Partnership in the ordinary course of its business and to take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. In addition, the officers shall have such other powers and duties as may be prescribed by the Board, this Agreement or such officer’s Officer Employment Agreement. The Chief Executive Officer and the President shall have the power and authority to delegate to any agents or employees of the Partnership rights and powers of officers of the Partnership to manage and control the day to day-to-day business, operations and affairs of the Partnership in the ordinary course of its business, as the Chief Executive Officer or the President may deem appropriate from time to time, in each case, unless the Board shall have previously restricted (specifically or generally) such powers. Notwithstanding anything contained herein to the contrary, the delegation to any officer of the Partnership of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such officer of the Partnership to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The officers of the Partnership shall constitute a committee within the meaning of Section 17-307(b)(7) of the Delaware LP Act.