Common use of Management by Manager Clause in Contracts

Management by Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies of the Company shall be vested in the Manager. The Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, affiliates, agents and representatives of the Manager or the Company as it may deem appropriate. Without limiting the foregoing, the Manager shall also have the power at any time in its sole discretion to appoint a board of managers, a board of directors, or any comittee of the Company, and the Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such board or comittee as it may deem appropriate. If at any time the Manager delegates any or all of its rights and powers in accordance with this Section, any such delegate shall be entitled to all of the rights, and privileges of, and afforded the same protections as, the Manager as set forth in this Agreement. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Manager with respect to the management of the business of the Company, on the one hand, and its officers and agents, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, the Manager shall have full power and authority to do, and to direct its officers and agents to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company. Without in any way limiting the foregoing, the Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties:

Management by Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation The business and policies affairs of the --------------------- Company shall be vested in managed by a manager appointed by the members of the Company. SE PJM (G.P) shall be the initial manager (the "Manager") and shall continue as manager until its successor is duly appointed. The Manager shall have power and authority, and shall be and hereby is authorized and empowered, in the power name of and on behalf of the Company, to appoint one or more officers, who shall have such titles, and who shall have and may exercise and perform such rights, duties, powers, authority, and authorization as the Manager may provide, and to delegate any to one or all more of its such officers or other persons the Manager's rights and powers to manage and control the business and affairs of the Company Company, including, without limitation, to such officers, employees, affiliates, delegate to agents and representatives employees of the Manager or the Company as it may deem appropriateand to delegate by a management agreement or other agreement with, or otherwise to, other persons. Without limiting the foregoing, the The Manager shall also have power and authority, and shall be and hereby is authorized and empowered, in the power at any time in its sole discretion to appoint a board of managers, a board of directors, or any comittee name and on behalf of the Company, to do or cause to be done any and the Manager shall have the power to delegate any or all of its rights acts and powers to manage and control the business and affairs of the Company to such board or comittee things as it may deem be necessary, appropriate. If at any time the Manager delegates any or all of its rights and powers in accordance with this Section, any such delegate shall be entitled to all of the rightsproper, and privileges ofadvisable, and afforded the same protections as, the Manager as set forth in this Agreement. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf ofincidental, or convenient to otherwise bind, the Company. Except as otherwise specifically provided or in this Agreement, the authority and functions of the Manager connection with respect to the management of the business of the Company, on the one handincluding, without limitation, to negotiate, execute, acknowledge, certify, seal, deliver, file, record, and/or perform any certificates, notices, deeds, instruments, contracts, and its officers documents as may be required or as the Manager may deem necessary, appropriate, proper, advisable, or convenient, such necessity, appropriateness, propriety, advisability, incidence, convenience, or requirement, and agentssuch determination thereof, on to be conclusively, but not exclusively, evidenced by the other handdoing, shall causing to be identical done, negotiation, execution, acknowledgment, certification, sealing, delivery, filing, recording, and/or performance thereof by the Manager, and further, that any act done or caused to be done prior to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision effectiveness of this Agreement, Agreement by the Manager shall have full power consistent with and authority to doin connection with the foregoing be, and to direct its officers hereby is, ratified, adopted, authorized, approved, and agents to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company. Without in any way limiting the foregoing, the Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties:confirmed.