Common use of Management/Managers Clause in Contracts

Management/Managers. (a) The number of Managers of the Company as of the date of this Agreement shall be one. The Member hereby appoints Xxxxxxx X. Xxxxxxx as the initial Manager of the Company who, by his execution hereof, accepts such appointment. 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, who shall make all decisions and take all actions for the Company, except where action by the Member is required by the Act or this Agreement. The Manager shall remain as such until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. (b) The Manager may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. The Manager may be removed as such, either with or without cause, by the Member whenever in its judgment the best interests of the Company will be served thereby; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the Manager. Designation as Manager shall not of itself create contract rights. Any vacancy shall be filled by the Member. (c) Any action required or permitted to be taken at a meeting of Manager(s) may be taken without a meeting if the action is evidenced by one or more written or electronic consents describing the action taken, signed by each Manager entitled to vote and delivered to the appropriate officer of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section 6(c) shall be effective when all Managers entitled to vote have signed the consent, unless the consent specifies a different effective date.