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Common use of Limitation on Authority of Members Clause in Contracts

Limitation on Authority of Members. (a) No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member. Only the Managers are authorized to act for the Company, and no Member has any authority to act for the Company unless such Member is also a Manager. (b) This Section 5.1.4 supersedes any authority granted to the Member pursuant to Section 18-402 of the Act. Any Member who takes any action or binds the Company in violation of this Section 5.1.4 shall be solely responsible for any loss or 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 4 contracts

Samples: Operating Agreement (Cinergy Corp), Operating Agreement (Cinergy Corp), Limited Liability Company Agreement (Cinergy Corp)

Limitation on Authority of Members. (a) No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company by virtue of being a Member. No Member shall, solely by virtue of being a Member. Only , take part in the Managers are authorized to act management of the Company’s business, transact any business for the Company, and no Member has any authority or have power to act sign for or to bind the Company unless such Member is also a ManagerCompany. (b) This Section 5.1.4 supersedes any authority granted to the Member pursuant to Section 18-402 of the Act. Any Member who takes any action or binds the Company in violation of this Section 5.1.4 5.1 shall be solely responsible for any loss or 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: Subscription Agreement