Common use of Management by Manager Clause in Contracts

Management by Manager. Subject to Section 5.2 hereof, the Manager shall be responsible for the operation of the Company’s business in the ordinary course, and shall have the authority to do all things without the approval or consent of the Members that it determines in its sole discretion to be in furtherance of the purposes of the Company. Without limiting the generality of the foregoing, the Manager shall have the authority to: (a) arrange for the collection and deposit of all cash receipts of the Company; (b) establish, maintain, and draw upon checking and other accounts in the name of the Company, in such bank or banks as the Manager may, from time to time, select; (c) execute notifications, statements, reports, returns and other filings that are necessary or desirable to be filed with any state or federal securities commission; (d) except as provided in Section 7.3 hereof, make any tax elections available to the Company under the Code or the Regulations thereunder, to designate a tax matters partner of the Company, and to execute, acknowledge and deliver any and all instruments desirable to effectuate the foregoing; (e) employ accountants, attorneys, consultants and other persons, firms, corporations or entities on such terms and for such compensation as it shall determine; (f) arrange for the payment of all liabilities of the Company; (g) arrange for the timely filing of all federal and state tax returns of the Company; (h) borrow money on behalf of the Company on such terms as the Manager may determine, provided, however, that, during the Test Period, any such borrowing in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(4) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a); (i) hypothecate, encumber, and/or grant security interests in assets of the Company, provided, however, that, during the Test Period, any such hypothecation, encumbrance, and/or grant of security interests in assets of the Company having a fair market value in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(5) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a); and (j) make, enter into, deliver and perform all contracts, agreements or undertakings, pay all costs and expenses and perform all acts deemed appropriate by the Manager to carry out the Company’s purposes.

Management by Manager. Subject to Section 5.2 hereof, the Manager shall be responsible (a) Except for the operation of the Company’s business situations in the ordinary course, and shall have the authority to do all things without which the approval or consent of the Members is required by this Agreement or by non-waivable provisions of applicable law, and subject to the provisions of Section 6.02, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager, which the Members agree that, as of the date hereof, is USCC FLORIDA ACQUISITION, or a representative selected by USCC FLORIDA ACQUISITION ; and (ii) the Manager may make all decisions and take all actions for the Company not otherwise provided for in this Agreement including, without limitation, the following: (i) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that it determines in its sole discretion to may be necessary, appropriate, or advisable in furtherance of the purposes of the Company. Without limiting Company and making all decisions and waivers thereunder; (ii) establish locations for the generality facilities to deliver PET Imaging Services and the route locations for the mobile PET centers. (iii) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (iv) maintaining the assets of the foregoing, the Manager shall have the authority to:Company in good order; (av) arrange for overseeing the collection billing of services of the Company and deposit collecting sums due the Company; (vi) to the extent that fluids of all cash receipts the Company are available therefore, paying debts and obligations of the Company; (bvii) establishacquiring, maintainutilizing for Company purposes, and draw upon checking and other accounts in the name Disposing of the Company, in such bank or banks as the Manager may, from time to time, select; (c) execute notifications, statements, reports, returns and other filings that are necessary or desirable to be filed with any state or federal securities commission; (d) except as provided in Section 7.3 hereof, make any tax elections available to the Company under the Code or the Regulations thereunder, to designate a tax matters partner of the Company, and to execute, acknowledge and deliver any and all instruments desirable to effectuate the foregoing; (e) employ accountants, attorneys, consultants and other persons, firms, corporations or entities on such terms and for such compensation as it shall determine; (f) arrange for the payment of all liabilities asset of the Company; (gviii) arrange borrowing money or otherwise committing the credit of the Company for Company activities in an amount not to exceed $50,000 in the aggregate outstanding at any one time on a secured or unsecured basis, or refinance or modify any loan to the Company which affects the assets of the Company or make voluntary prepayments or extensions of debt; (ix) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (x) obtaining insurance for the timely filing Company; (xi) determining distributions of all federal Company cash and state tax returns other property as provided in Section 5.02; and (xii) establishing a seal for the Company. The Members agree that the Company Manager shall: (i) execute on behalf of the Company, Mobile PET imaging services agreements and such other documents as are necessary in connection with the purposes of the Company; (hii) borrow money on behalf execute any lease, sublease or financing agreements for the use of the Company on such terms as the Manager may determine, provided, however, that, during the Test Period, any such borrowing in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(4) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a); (i) hypothecate, encumber, and/or grant security interests in assets of the Company, provided, however, that, during the Test Period, any such hypothecation, encumbrance, and/or grant of security interests in assets of the Company having a fair market value in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(5) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(aMobile Unit(s); and (jiii) make, enter into, deliver conduct the business of the Company in general accord with the strategic business plan and perform all contracts, agreements or undertakings, pay all costs and expenses and perform all acts deemed appropriate budget of the Company as approved by the Members. Notwithstanding anything contained in this Agreement to the contrary, the powers delegated to the Manager by this Section 6.01 shall be automatically revoked upon the occurrence of any of the following events: (a) the entry of a final non-appealable judgment against the Company for an amount in excess of $150,000, or (b) the filing of a petition in bankruptcy by or against the Company, or (c) the insolvency of the Company. To the extent powers are not delegated to carry out the Manager or delegated powers are terminated, such powers shall thereafter be considered Reserved Powers to be exercised only upon a vote of a Required Interest of the Members. (b) Notwithstanding the provisions of Section 6.01(a), the Manager may not cause the Company to do any of the following without complying with the applicable requirements (if any) set forth below: (i) sell, lease, exchange or otherwise dispose of (other than by way of a pledge, mortgage, deed of trust or trust indenture) all or substantially all the Company’s purposesproperty and assets (with or without good will), other than in the usual and regular course of the Company’s business, without complying with the applicable procedures set forth in the Act, including, without limitation, the requirement in the Act regarding approval by the Members (unless such provision is rendered inapplicable by another provision of applicable law); (ii) be a party to (i) a merger, or (ii) an exchange or acquisition of the type described in the Act, without complying with the applicable procedures set forth in the Act; and (iii) amend or restate the Articles, without complying with the applicable procedures set forth in the Act. (iv) Notwithstanding the foregoing, items 6.01 (b) (i) (ii) and (iii) may be affected by the Required Interests Members.

Management by Manager. Subject (a) The business and affairs of the Company shall be managed by the Manager, and NEP Renewables Holdings III is hereby appointed by the Members as the Manager of the Company. The Class A Member(s) shall have the sole right to designate a successor Manager from time to time; provided that, in the event that there is more than one Class A Member, any such successor Manager shall be selected by the Class A Members holding a Majority-in-Interest of the outstanding Class A Units; provided, further, that any Person appointed to serve as successor Manager must be an Affiliate of NEP. It is the intent of the Members that the Manager of the Company be deemed to be a “manager” of the Company (as defined in Section 5.2 hereof18-101(12) of the Act) for all purposes under the Act. (b) Except to the extent expressly provided otherwise in the definitions of “Guaranteed Tax Credit Dispute,” “Loss Reduction Activity,” and “Triggering Event Notice” and in Section 3.06, Section 3.08(b)(vii), Section 4.04(b), Section 4.05(b), Section 6.01, Section 6.03, Section 7.01(a), Section 8.03, Section 10.01, Section 12.01(a), and Section 13.04, the Manager shall have full and exclusive power and authority on behalf of the Company to conduct, direct, and exercise control over all activities of the Company, to manage and administer the business and affairs of the Company, to make all determinations on behalf of the Company or otherwise under this Agreement, and to do or cause to be responsible for done any and all acts considered by the operation Manager to be necessary or appropriate to conduct the business of the Company, including the authority to bind the Company in making Contracts and incurring obligations in the Company’s name in the course of the Company’s business, without the need for approval by or any other consent from any other Member. Except to the extent that authority is delegated from the Manager to a Member in writing, no Member will have any authority to bind the Company or to transact any business in for the ordinary courseCompany. Except for those matters that, and pursuant to the express provisions of this Agreement, require the consent or approval of Members, no Member shall have the right to vote, approve, or consent to any matter whatsoever, including any other matter that otherwise requires approval of Members under the Act, and each Member hereby waives any and all other voting, approval, and consent rights with respect to the Company, other than those rights expressly provided in this Agreement. The Manager may delegate to one or more Persons all or any part of its power, authority, and duties as Manager hereunder, including, subject to Section 6.03(p), pursuant to any management services agreement the Company or any of its Subsidiaries may enter into with any Affiliate of the Manager or the Company, except for such power and authority to do all things without the approval consent to Major Decisions and any other matters expressly requiring a vote by or consent of the Members that it determines in its sole discretion pursuant to be in furtherance of the purposes of the Company. Without limiting the generality of the foregoingthis Agreement, the Manager shall have the which power and authority to: (a) arrange for the collection and deposit of all cash receipts of the Company; (b) establish, maintain, and draw upon checking and other accounts in the name of the Company, in such bank to consent to or banks as the Manager may, from time to time, select; (c) execute notifications, statements, reports, returns and other filings that are necessary or desirable to be filed with any state or federal securities commission; (d) except as provided in Section 7.3 hereof, make any tax elections available to the Company under the Code or the Regulations thereunder, to designate a tax matters partner of the Company, and to execute, acknowledge and deliver any and all instruments desirable to effectuate the foregoing; (e) employ accountants, attorneys, consultants and other persons, firms, corporations or entities vote on such terms and for matters will be expressly retained by such compensation as it shall determine; (f) arrange for the payment of all liabilities of the Company; (g) arrange for the timely filing of all federal and state tax returns of the Company; (h) borrow money on behalf of the Company on such terms as the Manager may determine, provided, however, that, during the Test Period, any such borrowing in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(4) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a); (i) hypothecate, encumber, and/or grant security interests in assets of the Company, provided, however, that, during the Test Period, any such hypothecation, encumbrance, and/or grant of security interests in assets of the Company having a fair market value in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(5) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a); and (j) make, enter into, deliver and perform all contracts, agreements or undertakings, pay all costs and expenses and perform all acts deemed appropriate by the Manager to carry out the Company’s purposesMembers.

Management by Manager. Subject to Section 5.2 hereofExcept for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager; and (ii) the Manager shall be responsible may make all decisions and take all actions for the operation of the Company’s business Company not otherwise provided for in the ordinary course, and shall have the authority to do all things this Agreement without seeking the approval or consent of the Members Members, including but not limited to the following: (a) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that it determines in its sole discretion to may be necessary, appropriate, or advisable in furtherance of the purposes of the Company. Without limiting Company and making all decisions and waivers thereunder; (b) making any expenditure and incurring any obligation it considers necessary or desirable for the generality conduct of the foregoing, the Manager shall have the authority to: (a) arrange for the collection and deposit of all cash receipts activities of the Company; (bc) establish, maintain, doing and draw upon checking and other accounts in performing all acts as may be necessary or appropriate or desirable to the name conduct of the Company, in such bank or banks as the Manager may, from time to time, select; (c) execute notifications, statements, reports, returns and other filings that are necessary or desirable to be filed with any state or federal securities commission’s business; (d) except as provided in Section 7.3 hereofselecting, make any tax elections available to the Company under the Code or the Regulations thereunder, to designate a tax matters partner of the Companyremoving, and to executechanging the authority and responsibility of lawyers, acknowledge accountants, and deliver any other advisers and all instruments desirable to effectuate the foregoingconsultants; (e) employ accountants, attorneys, consultants acquiring and other persons, firms, corporations or entities on such terms and for such compensation as it shall determinemaintaining insurance covering Company assets; (f) arrange controlling any matters affecting the rights and obligations of the Company, including the conduct of litigation and other incurring of legal expense, and settling claims and litigation; (g) determining distributions of Company cash and other property as provided in Section 4.1; (h) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of all liabilities money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (i) preparing and distributing to the Members an annual report on the Company’s financial performance; (j) applying for and obtaining governmental approvals or certificates with respect to the Company operations or the ownership or use of its properties or assets; (k) amending or restating this Agreement to reflect the admission of a Member in accordance with the provisions of this Agreement; (l) amending or restating the Certificate of Formation; (m) acquiring, utilizing for Company purposes, and disposing of any asset of the Company; (gn) arrange for maintaining the timely filing assets of the Company in good order; (o) selling; leasing, exchanging, or otherwise Transferring all federal and state tax returns or substantially all of the assets of the Company; (hp) borrow money on behalf approving any conversion, merger, consolidation, share or interest exchange, or other transaction authorized by or subject to Section 18-209 of the TBOC; (q) forming and operating Subsidiaries of the Company on such terms as to facilitate the Manager may determine, provided, however, that, during business operations of the Test Period, any such borrowing in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(4) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a)Company; (ir) hypothecatecollecting sums due the Company; (s) to the extent that funds of the Company are available therefor, encumber, and/or grant security interests in assets paying debts and obligations of the Company, provided, however, that, during the Test Period, any such hypothecation, encumbrance, and/or grant of security interests ; (t) engaging in assets of transactions between the Company having a fair market value and any Member or Manager acting in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(5) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a)for its own account; and (ju) makeexecuting, enter intoacknowledging, deliver delivering, filing and perform all contracts, agreements recording instruments or undertakings, pay all costs and expenses and perform all acts deemed appropriate by documents affecting the Manager to carry out foregoing. (v) approving dissolution of the Company’s purposes; or (w) commencing bankruptcy, receivership or any other insolvency proceeding.

Management by Manager. Subject to Section 5.2 hereof, the Manager shall be responsible for the operation of the Company’s business in the ordinary course, and shall have the authority to do all things without the approval or consent of the Members that it determines in its sole discretion to be in furtherance of the purposes of the Company. Without limiting the generality of the foregoing, the Manager shall have the authority to: : (a) arrange for the collection and deposit of all cash receipts of the Company; ; (b) establish, maintain, and draw upon checking and other accounts in the name of the Company, in such bank or banks as the Manager may, from time to time, select; ; (c) execute notifications, statements, reports, returns and other filings that are necessary or desirable to be filed with any state or federal securities commission; ; (d) except as provided in Section 7.3 hereof, make any tax elections available to the Company under the Code or the Regulations thereunder, to designate a tax matters partner of the Company, and to execute, acknowledge and deliver any and all instruments desirable to effectuate the foregoing; ; (e) employ accountants, attorneys, consultants and other persons, firms, corporations or entities on such terms and for such compensation as it shall determine; ; (f) arrange for the payment of all liabilities of the Company; ; (g) arrange for the timely filing of all federal and state tax returns of the Company; ; (h) borrow money on behalf of the Company on such terms as the Manager may determine, provided, however, that, during the Test Period, any such borrowing in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(4) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a); ; (i) hypothecate, encumber, and/or grant security interests in assets of the Company, provided, however, that, during the Test Period, any such hypothecation, encumbrance, and/or grant of security interests in assets of the Company having a fair market value in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(5) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a); and and (j) make, enter into, deliver and perform all contracts, agreements or undertakings, pay all costs and expenses and perform all acts deemed appropriate by the Manager to carry out the Company’s purposes.

Management by Manager. Subject to Section 5.2 hereof, (a) Except for those matters in which the Manager shall be responsible for the operation of the Company’s business in the ordinary course, and shall have the authority to do all things without the --------------------- approval or consent of the Members is required by this Agreement or by non-waiveable provisions of applicable law, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager; and (ii) the Manager may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation the following: (A) entering into, making and performing contracts, agreements, and other undertakings binding the Company that it determines in its sole discretion to may be necessary, appropriate, or advisable in furtherance of the purposes of the Company. Without limiting the generality Company and making all decisions and waivers thereunder; (B) terminating such agreements and instituting, defending and settling litigation arising therefrom, and giving receipts, releases and discharges with respect to all of the foregoingforegoing and any matters incident thereto; (C) opening and maintaining bank and investments accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (D) maintaining the assets of the Company in good order; (E) collecting sums due the Company and to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; (F) acquiring, utilizing for Company purposes, and Disposing of any asset of Company; (G) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants and paying reasonable fees and costs to them; (H) obtaining insurance for the Company; (I) determining distributions of Company cash and other property as provided in Section 5.02; (J) do any and all acts required of the Company with respect to its interest in any corporation, partnership or other business entity; (K) selling, trading, exchanging or otherwise disposing of all or any portion of the property of the Company; (L) determining the accounting methods and conventions to be used in the preparation of the Company's financial statements and tax returns and making any and all elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Company, or any other method or procedure related to the preparation of the Company financial statements and tax returns; (M) providing and maintaining a reasonably accessible office of the Company, and providing at such office all necessary supplies, materials and personnel competent and trained to perform the duties of the Manager hereunder and, in such connection: (1) keeping the records and accounts of the Company; (2) maintaining all financial records and all documents and supporting materials relating to the Company's operations at the principal office; (3) preparing and timely submitting or filing all necessary reports, returns, notices and other documents required by applicable federal, state and local laws, rules and regulations to be prepared, submitted and filed on behalf of the Company; and (4) doing all such other acts and things which are incidental to the management of the affairs of the Company. (b) Without the Consent of all the Members, the Manager shall not have the authority to: (ai) arrange for do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the collection and deposit of all cash receipts ordinary business of the Company; (biii) establishpossess Company property, maintainor assign rights in specific Company property, and draw upon checking and for other accounts than a Company purpose; (iv) admit a Person as a Member, except as provided in this Agreement; (v) commingle Company funds with those of any other Person; or (vi) knowingly perform any act which would cause the name Company to be deemed an "investment company" required to register under the Investment Company Act of the Company, in such bank or banks as the Manager may, from time to time, select;1940. (c) execute notifications, statements, reports, returns and other filings that are necessary or desirable to be filed with any state or federal securities commission; (d) except as provided in Section 7.3 hereof, make any tax elections available to the Company under the Code or the Regulations thereunder, to designate a tax matters partner of the Company, and to execute, acknowledge and deliver any and all instruments desirable to effectuate the foregoing; (e) employ accountants, attorneys, consultants and other persons, firms, corporations or entities on such terms and for such compensation as it The Manager shall determine; (f) arrange have fiduciary responsibility for the payment safekeeping and use of all liabilities of the Company; (g) arrange for the timely filing of all federal funds and state tax returns of the Company; (h) borrow money on behalf of the Company on such terms as the Manager may determine, provided, however, that, during the Test Period, any such borrowing in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(4) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a); (i) hypothecate, encumber, and/or grant security interests in assets of the Company, providedwhether or not in the Manager's immediate possession or control, howeverand the Manager shall not employ, thator permit another to employ, during such funds or assets in any manner except for the Test Period, any exclusive benefit of the Company. (d) The Manager shall devote such hypothecation, encumbrance, and/or grant of security interests in assets time and effort to the business of the Company having a fair market value in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant as the Manager deems necessary or appropriate to Section 5.2(a)(5) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a); andachieve its objectives. (je) make, enter into, deliver The Manager shall carry out duties and perform all contracts, agreements or undertakings, pay all costs exercise powers hereunder in good faith and expenses and perform all acts deemed appropriate in a manner reasonably believed by the Manager to carry out be in or not inconsistent with the best interests of the Company’s purposes. The Manager shall not be liable to the Company or any other Member for honest mistakes of judgement or negligence in managing the affairs of the Company or with respect to any other matter or for the negligence (whether of omission or commission), dishonesty or bad faith of any employee or agent of the Company, provided that such employee or agent was selected, engaged, retained and supervised by the Manager with reasonable care. The Manager may consult with legal counsel or accountants selected by the Manager with reasonable care, and shall not be liable to the Company or any other Member for any action or omission suffered or taken by the Manager in good faith in reliance and accordance with the opinion or advice of such counsel or accountants. (f) The Company shall indemnify and hold harmless the Manager and the agents thereof (the "Indemnified Persons") for liabilities, losses, costs, expenses and/or damages (including, without limitation, reasonable attorneys' fees, judgements and amounts paid in settlement of an action, suit or proceeding) arising from any threatened, pending, settled or completed action, suit or proceeding (including any administrative or legislative proceeding) in which any Indemnified Person is or was a party or threatened to be made a party by reason of such Indemnified Person's relationship to the Company or by reason of having served, at the request of the Company, as a director, trustee or officer of a corporation or other business entity of which the Company is a creditor, shareholder or the holder of other securities to the extent not indemnified by such other organization (whether or not the Indemnified Person continues to be related to the Company at the time such action, suit or proceeding is brought or threatened) provided that the Indemnified Person's act or omission was taken or made in good faith and in a manner the Indemnified Person reasonably believed to be in or not inconsistent with the best interests of the Company or, with respect to any criminal action or proceeding, the Indemnified Party did not have reasonable cause to believe that such conduct was unlawful. The foregoing right of indemnification shall be in addition to any rights to which the Indemnified Persons may otherwise be entitled and shall inure to the benefit of the successors, assigns, executors or administrators or personal representatives of the Indemnified Persons. The Company shall pay the expenses incurred by any Indemnified Person in defending an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by the Indemnified Person to repay such payment if there shall be an adjudication or determination that he or she is not entitled to indemnification as provided herein. Any indemnification shall be provided out of Company assets only, and no Member shall be personally liable therefor. The Manager may obtain insurance on behalf of any Person by reason of such Person's relationship to the Company or such Person's service at the request of the Company to another entity as provided above whether or not the Company would have power to indemnify such Person under this Agreement.