Common use of Limitation on Authority of Members Clause in Contracts

Limitation on Authority of Members. No Member shall participate in the management or control of the business of, or shall have any rights or powers with respect to, the Company except those expressly granted to it by the terms of this Agreement or those duly conferred on it by the Company Board. No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditures on behalf of the Company solely by virtue of being a Member, and the Members hereby consent to the exercise by the Company Board and Officers of the Company of the powers conferred on them by law and this Agreement. This Section 8.4 supersedes any authority granted to the Members pursuant to the Act. Any Member who takes any action or binds the Company in violation of this Section 8.4 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (U.S. Shipping Partners L.P.), Limited Liability Company Agreement (U.S. Shipping Partners L.P.), U.S. Shipping Partners L.P.

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Limitation on Authority of Members. No Except as provided in Section 4.2 and Exhibit D, nothing contained in this Agreement shall be deemed to constitute any Member shall participate in as the management or control partner of the business ofother. Nothing contained in this Agreement shall, except as otherwise herein expressly provided, constitute any Member as the agent or legal representative of the other or of the Company, or shall have to create any rights fiduciary relationship between them or powers with respect to, between either or both of them and the Company except those expressly granted to it by the terms of this Agreement or those duly conferred on it by the Company BoardCompany. No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditures on behalf of bind the Company solely by virtue of being a Member or to assume any obligation or responsibility on behalf of any other Member, and the Members hereby consent to the exercise by the Company Board and Officers of the Company of the powers conferred on them by law and this Agreement. This Section 8.4 4.1 supersedes any authority granted to the Members pursuant to the Act. Any Member who that takes any action or binds the Company in violation of this Section 8.4 4.1 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company and the other Member harmless with respect to the such loss or expense.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Polymet Mining Corp), Limited Liability Company Agreement (Polymet Mining Corp)

Limitation on Authority of Members. No Member shall participate in the management or control of the business of, or shall have any rights or powers with respect to, the Company except those expressly granted to it by the terms of this Agreement or those duly conferred on it by the Company Board. No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditures on behalf of the Company solely by virtue of being a Member, and the Members hereby consent to the exercise by the Company Board and Officers of the Company of the powers conferred on them by law and this Agreement. This Section 8.4 7.4 supersedes any authority granted to the Members pursuant to the Act. Any Member who takes any action or binds the Company in violation of this Section 8.4 7.4 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

Appears in 1 contract

Samples: U.S. Shipping Partners L.P.

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Limitation on Authority of Members. No Member shall participate in the management or control of the business of, or shall have any rights or powers with respect to, the Company except those expressly granted to it such Member by the terms of this Agreement or those duly conferred on it by the Company BoardAgreement. No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditures or incur any obligations on behalf of the Company solely by virtue of being a Member, and the Members hereby consent to the exercise by the Company Board Managing Directors and Officers of the Company of the powers conferred on them by law and this Agreement. This Section 8.4 7.4 supersedes any authority granted to the Members pursuant to the Act. Any Member who takes any action or binds the Company in violation of this Section 8.4 7.4 shall be solely responsible for any loss and expense incurred by the Company as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to the loss or expense.

Appears in 1 contract

Samples: Limited Liability Company Investment Agreement (American Well Corp)

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