Common use of Management by Managing Member Clause in Contracts

Management by Managing Member. (a) The Company shall be managed by the Managing Member, which shall act as the “manager” of the Company (as such term is used in the Act), according to this Article VI and, except with respect to certain consent requirements required by the Act or provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power or control over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, and the Members shall not have any control over the day-to-day operation or management of the Company or its Subsidiaries. Except as described in the preceding sentence, (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 Managing Member in accordance with this Agreement and (ii) the Managing Member shall exercise such powers in compliance with this Agreement and ensure that all organizational formalities are observed with respect to the Company. Under the direction of the Managing Member, certain activities of the Company may be conducted on the Company’s behalf by the Officers as specified and authorized by the Managing Member, who shall be agents of the Company, and the management and administration of the day-to-day business and affairs of the Company will be provided by the Managing Member. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Managing Member shall have (subject to the Act and all consent rights and other limitations in this Agreement) full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. Any Person dealing with the Company, other than a Member or a Member’s Affiliate, may rely on the authority of the Managing Member or the Officers in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

Management by Managing Member. (a) The Company shall be managed by the Managing Member, which shall act as the “manager” of the Company (as such term is used in the Act), according to this Article VI and, except with respect to certain consent requirements required by the Act or provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power or control over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, and the Members shall not have any control over the day-to-day operation or management of the Company or its Subsidiaries. Except as described in the preceding sentence, (i) the powers Management of the Company shall be exercised vested in the Member, which shall be vested with the powers and authority of a “manager”, as defined in the DLLC Act; the Member in its capacity as such manager is referred to in this Agreement as the “Managing Member”. To the extent permitted by or under the authority of, applicable law and the business and affairs Member is not the sole member of the Company shall be managed under the direction ofCompany, the Managing Member is authorized to act on behalf of and to bind the Company in accordance with all respects, without any further consent, vote or approval by the Member, except as expressly provided otherwise below in this Agreement Section 2.1. To the extent that the Member is not the sole member of the Company, the Member (other than the Managing Member acting in such capacity) shall have no authority to act for or on behalf of the Company or bind the Company in any way by virtue of being a Member. In furtherance and (iiexcept to the expressly provided otherwise in the proviso in this sentence) not limitation of the foregoing, the Managing Member’s powers include, but shall not be limited to, the authority to (a) negotiate, complete, execute and deliver any and all agreements, deeds, instruments, receipts, certificates and other documents on behalf of the Company as the Managing Member shall exercise such powers consider necessary or advisable in compliance connection with this Agreement and ensure that all organizational formalities are observed with respect to the Company. Under the direction of the Managing Member, certain activities management or business of the Company may be conducted on and (b) employ, at the Company’s behalf by expense, such agents or third parties in connection with the Officers management or operation of the business of the Company as specified and authorized by the Managing MemberMember shall deem appropriate; provided, who shall however, that should the Member not be agents the sole member of the Company, and the management and administration of the day-to-day business and affairs of the Company will be provided by the Managing Member. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Managing Member shall not have the power or authority without the consent of the Member to (i) consolidate the Company with another entity or merge the Company with or into another entity if the Company is not the survivor of such merger, or convey all of the Company’s assets substantially as an entirety to another entity or person, or (ii) designate, approve or admit any new or additional member to the Company. The Member agrees that, subject to the Act and all consent rights and other limitations in this Agreement) full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. Any Person dealing with the Company, other than a Member or a Member’s Affiliate, may rely on the authority of the Managing Member or the Officers in taking any action proviso set forth in the name of the Company without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.immediately preceding sentence,

Management by Managing Member. (a) The Company shall be managed by the Managing Member, which shall act as the “manager” of the Company (as such term is used in the Act), according to this Article VI and, except with respect to certain consent requirements required by the Act or provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power or control over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, and the Members shall not have any control over the day-to-day operation or management of the Company or its Subsidiaries. Except as described in the preceding sentence, (i) the powers Management of the Company shall be exercised by or under vested in the authority ofMember, and the business and affairs of the Company which shall be managed under vested with the direction ofpowers and authority of a “manager”, as defined in the DLLC Act; the Member in its capacity as such manager is referred to in this Agreement as the “Managing Member”. To the extent permitted by applicable law and , the Managing Member is authorized to act on behalf of and to bind the Company in accordance with all respects, without any further consent, vote or approval by the Member, except as expressly provided otherwise below in this Agreement Section 2.1. The Member (other than the Managing Member acting in such capacity) shall have no authority to act for or on behalf of the Company or bind the Company in any way by virtue of being a Member. In furtherance and (iiexcept to the expressly provided otherwise in the proviso in this sentence) not limitation of the foregoing, the Managing Member’s powers include, but shall not be limited to, the authority to (a) negotiate, complete, execute and deliver any and all agreements, deeds, instruments, receipts, certificates and other documents on behalf of the Company as the Managing Member shall exercise consider necessary or advisable in connection with the management or business of the Company and (b) employ, at the Company’s expense, such powers agents or third parties in compliance connection with this Agreement and ensure the management or operation of the business of the Company as the Managing Member shall deem appropriate; provided, however, that the Managing Member shall not have the power or authority without the consent of the Member to (i) consolidate the Company with another entity or merge the Company with or into another entity if the Company is not the survivor of such merger, or convey all organizational formalities are observed with respect of the Company’s assets substantially as an entirety to another entity or person, or (ii) designate, approve or admit any new or additional member to the Company. Under The Member agrees that, subject to the direction proviso set forth in the immediately preceding sentence, (x) all determinations, decisions and actions made or taken by the Managing Member shall be conclusive and absolutely binding upon the Company, the Member and its respective successors, assigns and representatives and (y) persons dealing with the Company are entitled to rely conclusively upon such power and authority of the Managing Member, certain activities of the Company may be conducted on the Company’s behalf by the Officers as specified and authorized by the Managing Member, who shall be agents of the Company, and the management and administration of the day-to-day business and affairs of the Company will be provided by the Managing Member. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Managing Member shall have (subject to the Act and all consent rights and other limitations in this Agreement) full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. Any Person dealing with the Company, other than a Member or a Member’s Affiliate, may rely on the authority of the Managing Member or the Officers in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.

Management by Managing Member. (a) The Company shall be managed by the Managing Member, which shall act as the “manager” of the Company (as such term is used in the Act), according to this Article VI and, except with respect to certain consent requirements required by the Act or provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power or control over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company, and the Members shall not have any control over the day-to-day operation or management of the Company or its Subsidiaries. Except as described in the preceding sentence, (i) the powers Management of the Company shall be exercised vested in the Member, which shall be vested with the powers and authority of a “manager”, as defined in the DLLC Act; the Member in its capacity as such manager is referred to in this Agreement as the “Managing Member”. To the extent permitted by or under the authority of, applicable law and the business and affairs Member is not the sole member of the Company shall be managed under the direction ofCompany, the Managing Member is authorized to act on behalf of and to bind the Company in accordance with all respects, without any further consent, vote or approval by the Member, except as expressly provided otherwise below in this Agreement Section 2.1. To the extent that the Member is not the sole member of the Company, the Member (other than the Managing Member acting in such capacity) shall have no authority to act for or on behalf of the Company or bind the Company in any way by virtue of being a Member. In furtherance and (iiexcept to the expressly provided otherwise in the proviso in this sentence) not limitation of the foregoing, the Managing Member’s powers include, but shall not be limited to, the authority to (a) negotiate, complete, execute and deliver any and all agreements, deeds, instruments, receipts, certificates and other documents on behalf of the Company as the Managing Member shall exercise consider necessary or advisable in connection with the management or business of the Company and (b) employ, at the Company’s expense, such powers agents or third parties in compliance connection with this Agreement and ensure the management or operation of the business of the Company as the Managing Member shall deem appropriate; provided, however, that should the Member not be the sole member of the Company,the Managing Member shall not have the power or authority without the consent of the Member to (i) consolidate the Company with another entity or merge the Company with or into another entity if the Company is not the survivor of such merger, or convey all organizational formalities are observed with respect of the Company’s assets substantially as an entirety to another entity or person, or (ii) designate, approve or admit any new or additional member to the Company. Under the direction of the Managing MemberThe Member agrees that, certain activities of the Company may be conducted on the Company’s behalf by the Officers as specified and authorized by the Managing Member, who shall be agents of the Company, and the management and administration of the day-to-day business and affairs of the Company will be provided by the Managing Member. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Managing Member shall have (subject to the Act and all consent rights and other limitations in this Agreement) full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. Any Person dealing with the Company, other than a Member or a Member’s Affiliate, may rely on the authority of the Managing Member or the Officers in taking any action proviso set forth in the name of the Company without inquiry into the provisions of this Agreement or compliance with it, regardless of whether that action actually is taken in accordance with the provisions of this Agreement.immediately preceding sentence,