General Powers of the Board of Managers. The property, affairs and business of the Company shall be managed by or under the direction of the Board of Managers, except as otherwise expressly provided in this Agreement. In addition to the powers and authority expressly conferred on it by this Agreement, the Board of Managers may exercise all such powers of the Company and do all such lawful acts and things as are permitted by the Act and the Certificate of Formation. Each Manager shall be a “manager” (as such term is defined in the Act) of the Company but, notwithstanding the foregoing, no Manager shall have any rights or powers beyond the rights and powers granted to such Manager in this Agreement. Except as such power is delegated pursuant to Section 8.14, no Manager acting alone, or with any other Managers, shall have the power to act for or on behalf of, or to bind the Company.
General Powers of the Board of Managers. The property, affairs and business of the LLP shall be managed exclusively by or with the direction of the Board of Managers, except as otherwise expressly provided in this Agreement. In addition to the powers and authority expressly conferred on it by this Agreement, subject to Section 8.3, the Board of Managers may exercise all such powers of the LLP and do all such lawful acts and things as are permitted by the Act or Law. No Manager shall have any rights or powers beyond the rights and powers granted to such Manager in this Agreement. Except as such power is delegated pursuant to Section 8.12, no Manager acting alone, or with any other Managers, shall have the power to act for or on behalf of, or to bind the LLP.
General Powers of the Board of Managers. (a) Section 5.2 General Powers of the Board of Managers. The property, affairs and business of the Company shall be managed by or under the direction of the Board of Managers, except as otherwise expressly provided in this Agreement. In addition to the powers and authority expressly conferred on it by this Agreement, the Board of Managers may exercise all such powers of the Company and do all such lawful acts and things as are permitted by the Act and the Certificate of Formation.; provided, however, in no event may the Board of Managers take any action that would be a breach of their fiduciary duties to the Members as set forth in Section 5.14, nor may they change the corporate form or any tax election of the Company, redeem or issue or otherwise make any change in or with respect to any Membership Interest or require any contribution by any Member. Additionally, the Board of Managers shall consult with the Class A Members concerning the structuring of any resolution of material liabilities (including inter-company liabilities) and disposition of material assets of the Company and/or any of its Subsidiaries (collectively, a “Material Transaction”) prior to the consummation of any such Material Transaction and the Class A Members may propose a structure for such Material Transaction in order to minimize their and their direct and indirect owners’ tax liabilities. If the Board of Managers determines that the Class A Members’ proposal would result in a material cost or liability to the Company and/or any of its Subsidiaries, or otherwise reduce the value of the Company’s and its Subsidiaries’ bankruptcy estates (the “Estate”) in any material respect, the Board of Managers shall, in writing, so advise the Class A members and state the basis for its conclusion. The Class A Members and the Board of Mangers shall thereafter negotiate in good faith to structure the Material Transaction in question in a manner that does not result in a material tax liability to any Member or its direct or indirect owners or any material cost or other liability to the Company and/or any of its Subsidiaries, or reduce the value of the Estate in any material respect. If the Class A Members and the Board of Mangers fail to agree on how to structure the Material Transaction in question, then the Material Transaction shall be structured in a manner that is, in the reasonable judgment of the Board of Managers, most tax-efficient to the Members and their direct or indirect owners without ...
General Powers of the Board of Managers. Except as may otherwise be expressly provided in this Agreement, the Board of Managers shall manage and control the business and affairs of the Company. The Board of Managers shall possess all power, on behalf of the Company, to do or authorize the Company or to direct the Officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.
