Common use of Management by Member Clause in Contracts

Management by Member. (a) Subject to the other provisions of this Agreement, the Member shall have the right to, and shall be fully responsible for, the management and control over the business of the Company. The Member shall make all decisions affecting the business of the Company, except to the extent that this Agreement or nonwaivable provisions of the TLLCL require otherwise. The Member shall have all rights, powers and authority generally conferred by the TLLCL on the members of a limited liability company managed by its members or as otherwise provided by law or necessary, advisable or consistent with accomplishing the purposes of the Company. (b) Without limiting the other provisions of Section 4.1, the Member have the power: (i) to cause this Company to enter into partnerships or become a member of other limited liability companies and to exercise the authority and to perform the duties required of the Company as such a partner or member; (ii) to acquire, hold and dispose of property or any interest in it; (iii) to protect and preserve the title to and the interest of the Company in all of its property and assets, real, personal and mixed; (iv) to borrow money on behalf of the Company and to encumber the Company assets or place title in the name of a nominee for purposes of obtaining financing; (v) to employ from time to time, at the expense of the Company, consultants, accountants and attorneys; (vi) to pay all expenses incurred in the operation of the Company and all taxes, assessments, rents and other impositions applicable to the Company or any part thereof; (vii) to sign deeds, notes, contracts and other instruments in the name and on behalf of the Company; (viii) to make all filings with governmental authorities, including tax returns; and (ix) to assume any and all overall duties imposed on a member of a limited liability company managed by its members by the TLLCL. (c) The Member may appoint such officers of the Company as it may deem appropriate and may remove any such officer at any time with or without cause. The Member may delegate to the Company’s officers such powers and duties as it may deem appropriate and subsequently revoke or modify those powers and duties, and except to the extent that the Member determines otherwise, each officer will have the powers and duties normally associated with an officer having a similar title with a Texas corporation. The Member also may delegate authority to other Persons and revoke that delegation as it may deem appropriate include the power to delegate authority.

Management by Member. (a) Subject to the other provisions of this Agreement, the Member shall have the right to, and shall be fully responsible for, the management and control over the business of the Company. The Member shall make all decisions affecting the business of the Company, except to the extent that this Agreement or nonwaivable provisions of the TLLCL require otherwise. The Member shall have all rights, powers and authority generally conferred by the TLLCL on the members of a limited liability company managed by its members or as otherwise provided by law or necessary, advisable or consistent with accomplishing the purposes of the Company. (b) Without limiting the other provisions of Section 4.1, the Member have the power: (i) to cause this the Company to enter into partnerships or become a member of other limited liability companies and to exercise the authority and to perform the duties required of the Company as such a partner or member; (ii) to acquire, hold and dispose of property or any interest in it; (iii) to protect and preserve the title to and the interest of the Company in all of its property and assets, real, personal and mixed; (iv) to borrow money on behalf of the Company and to encumber the Company assets or place title in the name of a nominee for purposes of obtaining financing; (v) to employ from time to time, at the expense of the Company, consultants, accountants and attorneys; (vi) to pay all expenses incurred in the operation of the Company and all taxes, assessments, rents and other impositions applicable to the Company or any part thereof; (vii) to sign deeds, notes, contracts and other instruments in the name and on behalf of the Company; (viii) to make all filings with governmental authorities, including tax returns; and (ix) to assume any and all overall duties imposed on a member of a limited liability company managed by its members by the TLLCL. (c) The Member may appoint such officers of the Company as it may deem appropriate and may remove any such officer at any time with or without cause. The Member may delegate to the Company’s officers such powers and duties as it may deem appropriate and subsequently revoke or modify those powers and duties, and except to the extent that the Member determines otherwise, each officer will have the powers and duties normally associated with an officer having a similar title with a Texas corporation. The Member also may delegate authority to other Persons and revoke that delegation as it may deem appropriate include the power to delegate authority. Each individual serving as an officer of the Company immediately prior to its conversion into a limited liability company as described above is continued in that office until he or she resigns, dies or is removed.