Common use of Management by Managers Clause in Contracts

Management by Managers. Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of paragraph 6.02 of this Agreement, the Managers shall have the sole and exclusive control of the management, business and affairs of the Company, and the Managers shall 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 may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder, including a Fundamental Business Transaction; (b) 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; (c) maintaining the assets of the Company in good order; (d) collecting sums due the Company; (e) 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 the Company; (g) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (i) obtaining insurance for the Company; (j) determining distributions of Company cash and other property as provided in paragraph 5.02 of this Agreement; (k) establishing a seal for the Company; and (l) designating one or more committees, each of which shall be comprised of one or more Managers, to exercise any authority of the Managers in the management, business and affairs of the Company.

Management by Managers. Managers may be elected or removed only in accordance with the terms of Section 5.5 below. Except for situations in which where inconsistent with the approval Certificate of the Members is required by Formation, this Agreement or by nonwaivable provisions of applicable law, and subject to (i) the provisions of paragraph 6.02 of this Agreement, the Managers shall have the sole and exclusive control powers of the managementCompany shall be exercised by or under the authority of, and the business and affairs of the CompanyCompany shall be managed under the direction of, and the Managers shall or a sole Manager; and (ii) the Managers, or a sole Manager, may make all any decisions and take all any actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following: (a) entering into, making, making and performing contracts, agreements, agreements and other undertakings binding the Company that may be necessary, appropriate, appropriate or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder, including a Fundamental Business Transaction; (b) 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; (c) maintaining the assets of the Company in good order; (d) collecting sums due the Company; (e) 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 the Company; (g) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (h) selecting, removing, removing and changing the authority and responsibility of lawyers, accountants, accountants and other advisers and consultants; (i) obtaining insurance for the Company; (j) determining distributions of Company cash and other property as provided in paragraph 5.02 of this Agreementproperty; (k) establishing a seal for creating additional classes of Membership Interests of the CompanyCompany and issuing such newly-created Membership Interests to third parties; and; (l1) designating one engaging in such further acts or more committees, each of which shall be comprised of one or more Managers, to exercise any authority of activities as the Managers in shall deem appropriate, provided such acts or actions are allowed by the management, business and affairs of the CompanyAct.

Management by Managers. Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of paragraph 6.02 of this Agreement, the Managers shall have the sole and exclusive control of the management, business and affairs of the Company, and the Managers shall 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 may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder, including a Fundamental Business Transaction; (b) 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; (c) maintaining the assets of the Company in good order; (d) collecting sums due the Company; (e) 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 the Company; (g) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (i) obtaining insurance for the Company; (j) determining distributions of Company cash and other property as provided in paragraph 5.02 of this Agreement; (k) establishing a seal for the Company; and (l) designating one or more committees, each of which shall be comprised of one or more Managers, to exercise any authority of the Managers in the management, business and affairs of the Company.

Management by Managers. (a) Except for situations in which the approval of the Members Member is required by the Certificate, this Agreement Agreement, or by nonwaivable provisions of applicable law, and subject to the provisions of paragraph 6.02 of this AgreementSection 5.1(b), (1) the Managers shall have the sole and exclusive control powers of the managementCompany shall be exercised by or under the authority of, and the business and affairs of the CompanyCompany shall be managed under the direction of, the Managers; and (2) the Managers shall may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following: (ai) entering into, making, and performing contracts, agreements, and other undertakings binding the Company that may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder, including a Fundamental Business Transaction; (bii) opening and maintaining bank financial institution 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; (ciii) maintaining or causing to be maintained the assets of the Company in good orderCompany; (div) collecting sums due the Company; (ev) to the extent that funds of the Company are available therefor, paying debts and obligations of the Company; asset of the Company; (fvi) acquiring, utilizing for Company purposes, and disposing of any asset of the Company; (gvii) borrowing money or otherwise committing comm1ttmg the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (hviii) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (iix) obtaining insurance for the Company; (jx) determining distributions instituting, prosecuting, defending and settling any legal, arbitration or administrative actions or proceedings on behalf of Company cash and other property as provided in paragraph 5.02 of this Agreement;or against the Company; and (kxi) obtaining and maintaining alcoholic beverage and related permits; and (xii) establishing a seal for the Company; and (l) designating one or more committees, each of which shall be comprised of one or more Managers, to exercise any authority of the Managers in the management, business and affairs of the Company.

Management by Managers. Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of paragraph 6.02 of this Agreement, the Managers shall have the sole and exclusive control of the management, business and affairs of the Company, and the Managers shall 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 may be necessary, appropriate, or advisable in furtherance of the purposes of the Company and making all decisions and waivers thereunder, including a Fundamental Business Transaction; (b) 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; (c) maintaining the assets of the Company in good order; (d) collecting sums due the Company; (e) 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 the Company; (g) borrowing money or otherwise committing the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (h) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants; (i) obtaining insurance for the Company; (j) determining distributions of Company cash and other property as provided in paragraph 5.02 of this Agreement; (k) establishing a seal for the Company; and (lI) designating one or more committees, each of which shall be comprised of one or more Managers, to exercise any authority of the Managers in the management, business and affairs of the Company.