Common use of Management by Members Clause in Contracts

Management by Members. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. 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 Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights.

Management by Members. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. 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 Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Except as otherwise specifically provided in this Agreement, the Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything to the contrary in this Agreement, the Board will not take any action, without approval of the Members with respect to an extraordinary matter that would have, or would reasonably be expected to have, a material effect, directly or indirectly, on the Members’ interests in the Company. The type of extraordinary matter referred to in the prior sentence that requires approval of the Members shall include, but not be limited to, the following: (i) commencement of any action relating to bankruptcy, insolvency, reorganization or relief of debtors by the Partnership or a material subsidiary of the Partnership; (ii) a merger, consolidation, recapitalization or similar transaction involving the Partnership or a material subsidiary of the Partnership; (iii) a sale, exchange or other transfer not in the ordinary course of business of a substantial portion of the assets of the Partnership or a material subsidiary of the Partnership, viewed in each case on a consolidated basis, in one or a series of related transactions; (iv) dissolution or liquidation of the Partnership; (v) a material amendment of the Partnership Agreement; and (vi) a material change in the amount of the quarterly distribution made on the common units of the Partnership or the payment of a material extraordinary distribution by the Partnership. An extraordinary matter will be deemed approved by a Member if the Board receives a written, facsimile or electronic instruction evidencing such approval pursuant to Section 3.07 or if a majority of the directors on the Board that are affiliated with the Member approve such matter. To the fullest extent permitted by law, a Director, acting as such, shall have no duty, responsibility or liability to the Members with respect to any action by the Board approved as required above by the Members. (e) The Members shall have exclusive authority over the business and affairs of the Company other than in its role as general partner of the Partnership. The type of matter referred to in the prior sentence where the Members have exclusive authority shall include, but not be limited to, the following: (i) the amount and timing of distributions made by the Company; (ii) the issuance or repurchase of any equity interests in the Company; (iii) the prosecution, settlement or management of any claim made directly against the Company; (iv) whether to sell, convey, transfer or pledge any asset of the Company; (v) whether to amend, modify or waive any rights relating to any assets of the Company or any Subsidiary of the Company (including the decision to amend or forego distributions in respect of the Incentive Distribution Rights, as defined in the Partnership Agreement); (vi) whether to enter into any agreement to incur an obligation of the Company or any Subsidiary of the Company other than an agreement entered into for and on behalf of the Partnership for which the Company or any Subsidiary of the Company is liable exclusively in its capacity as general partner of the Partnership or of any of its Affiliates; (vii) commencement of any action relating to bankruptcy, insolvency, reorganization or relief of debtors by the Company; (viii) a merger, consolidation, recapitalization or similar transaction involving the Company; and (ix) dissolution or liquidation of the Company. In addition, the Members shall have exclusive authority to cause the Company to exercise the rights of the Company or any Subsidiary of the Company as general partner of the Partnership (or those exercisable after the Company ceases to be the general partner of the Partnership) provided in the following provisions of the Partnership Agreement: (i) Sections 4.6(a) and (b) (“Transfer of the General Partner’s General Partner Interest”) and Section 4.7 (“Transfer of Incentive Distribution Rights”), solely with respect to the decision by the Company to transfer its general partner interest in the Partnership or its Incentive Distribution Rights;

Management by Members. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. 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 Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The Board shall consist of a number of directors constituting Directors, not less than three nor more than twelve. The number of Directors as of the Board shall date hereof is ten (10), but such number may hereafter be fixed changed from time to time pursuant to a by resolution adopted by Members representing a Majority Interestof the Board. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights.

Management by Members. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “"managers” " as that term is used in the Act. 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 Members. In acting pursuant to this Article VII, who the act of Members, if more than one, having a majority of the Sharing Ratios shall make all decisions and take all actions for be the Companyact of the Members. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ ' rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) . The Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of the Company (the “"Board”"), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s their power and authority to manage and control the business and affairs of the Partnership. The number Company. (c) Subject to the rights and powers, statutory or otherwise, possessed by members of directors constituting a limited liability company under the DLLCA, the Board shall be fixed from time have the authority to time pursuant to a resolution adopted by Members representing a Majority Interestmanage the business and affairs of the Company. The initial Directors who have been appointed to the Board by or under the direction of the Company Organizational Member and who serve in office those offices at the date of approval of this Agreement are set forth on Exhibit B hereto. . (d) The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s 's decisions and the day-to-day activities of the Company in its role as the general partner of the PartnershipCompany. Officers are not “"managers” " as that term is used in the Act. Any officers who are so designated shall have such titles as delegated by the Board and shall have such authority and perform such duties as provided herein or that the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights.