Management of Company Affairs. Except as otherwise specifically provided in this Agreement, the management of the Company shall be vested in the Members. Except as provided in Section 10.2 or as otherwise specifically provided in this Agreement, all rights and authority granted to the Members under this Agreement or the Act, and all decisions and determinations to be made by the Members may be exercised or made only upon the approval of Members having more than fifty percent (50.0%) of the aggregate Participating Percentages of all Members at such time. Any action (authorized in accordance with this Agreement) taken by a Member (in its capacity as such) shall constitute the act of and serve to bind the Company. Each Member may designate one or more of its employees, agents or Affiliates to carry out its duties and responsibilities to the Company. Persons dealing with the Company shall be entitled to rely conclusively on the power and authority of each Member as set forth in this Agreement. The Members shall not employ, or permit another Person to employ any funds or assets of the Company in any manner other than for the exclusive benefit of the Company. Except as all Members may agree from time to time, the Members shall not be entitled to any fees or other compensation for the performance of their duties as such; provided, however, the Company shall reimburse each Member for all direct costs incurred by such Member, its Affiliates, employees or agents on behalf of the Company or otherwise in connection with performance of the duties of a Member.
Management of Company Affairs. (a) The Management Committee may delegate to one or more Members such authority and duties as the Management Committee may deem advisable, including delegation to the Administrator in accordance with the Project Administration and Development Services Agreement, the Construction Manager in accordance with the Construction Management Agreement, and the Operator in accordance with the O&M Agreement; all as further subject to the terms of this Agreement. While acting in such capacity, decisions or actions taken by any such Member, or its Representative, officers, directors, employees, shareholders, agents and representatives (including those of such Member’s Affiliates), on behalf of such Member in accordance with, and within the authority given to them under, the provisions of this Agreement shall constitute decisions or actions by the Company and shall be binding on the Company and each Member. Any delegation pursuant to this Section 6.03(a) may be revoked at any time by the Management Committee. With respect to duties discharged hereunder by a Member, such Member may discharge such duties through the personnel of an Affiliate of such Member or third party. The Management Committee may also delegate to the Administrator such authority and duties with respect to the business and affairs of the Company as may be specified in this Agreement, the Project Administration and Development Services Agreement or any other such agreement approved by the Management Committee.
Management of Company Affairs. Except for situations in which the approval of the Members is required by this Limited Liability Company Agreement, or by nonwaivable provisions of applicable law, the Company shall be managed by one or more Managers. The Managers shall be responsible for the administration and management of the Company and other such duties as set forth in agreements between the Company and the Managers described in subsection 2.5 herein. The Managers shall have the right to allocate among themselves or to others the responsibility for the management of the Company, and may adopt and use for the benefit of the management of the Company such titles as they shall determine, as long as such title also includes information that the individual is a Manager. A Manager's signature shall be sufficient to bind the Company, and no third party need inquire into the authority of a Manager to bind the Company. Except as otherwise specifically provided, the Members shall not be responsible for the management of the Company.
Management of Company Affairs. The Company shall be managed by its Board of Managers. Notwithstanding any other provisions of this Section 3.1, for so long as NSP owns greater than 50% of the Units owned by Members, the Managers of NSP shall serve as the Board of Managers of the Company. The initial Managers shall be Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxx and Xxxxxx Xxxx, who will serve as such until they are removed, resign or otherwise cease to act as managers of NSP. The Members, at any time may, but need not, appoint an additional Manager or Managers of the Company as provided below. A Manager may be selected or removed at any time by Members owning more than 50% of the Units owned by Members (including, for this purpose, such Units owned by the Manager to be removed). A Manager may resign at any time by written notice to the Members. In the event that a Manager is removed or otherwise ceases to be a Manager, the Members owning more than 50% of the Units may, but need not, appoint a successor. In the event all of the Managers are removed or otherwise cease to be Managers, the Members owning more than 50% of the Units shall appoint at least one new Manager of the Company. Except as specifically provided otherwise, an action or decision of a majority of the Board of Managers shall be as effective as if made by all Managers. Any action or decision may be taken by the Board of Managers without a meeting if a consent in writing, setting forth the action or decision so taken, is signed by all of the Managers. To facilitate management, the signature of any Manager shall be sufficient to bind the Company and no third party need inquire into the authority of a Manager to bind the Company. The Managers and the Members agree not to take any action to bind the Company except in accordance with this Agreement.
Management of Company Affairs. 23 6.02 Standards of Performance and Conflicts of Interest.............................................25 6.03 Indemnification................................................................................27 6.04 Officers; Day-to-Day Management................................................................28 6.05
Management of Company Affairs. (a) Except for the day-to-day management duties delegated to the officers of the Company pursuant to Section 6.04 (which the Class A Member shall oversee) and for situations in which the approval of other Members is expressly required by this Agreement or by non-waivable provisions of applicable Law, the Class A Member shall have full, complete, and exclusive authority to manage and control the business and affairs of the Company.
Management of Company Affairs. (a) Except for the day-to-day management duties delegated to the officers of the Company pursuant to Section 6.01(h) (which the Management Committee shall oversee) or by non waivable provisions of applicable Law, all management powers over the business and affairs of the Company and full, complete, and exclusive authority to manage and control all aspects of the business and affairs of the Company shall be vested in a Management Committee (the "Management Committee"), who shall collectively constitute "managers" of the Company within the meaning of the Act. No Member, by virtue of having the status of a Member, shall have any management power 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. In this regard the Preferred Member expressly shall have no voting rights and no power or authority to manage, or govern the business or affairs of the Company and all of such rights are hereby waived to the fullest extent allowed by applicable law. Except as specifically provided in this Agreement, (i) the authority and functions of the Management Committee shall be identical to the authority and functions of the board of directors of a corporation organized under the Delaware General Corporation Law, and (ii) the authority and functions of the Management Committee shall be managed and controlled by the Management Committee.
Management of Company Affairs. The management of the Company is vested in the Member Committee. To facilitate the orderly and efficient management of the Company, the Members shall act through the Member Committee and may delegate certain responsibility and authority to managers selected by the Member Committee.
Management of Company Affairs. The management of the Company shall be vested in the Manager and it shall have the exclusive authority to act for and bind the Company in all matters. All rights and authority granted to the Manager under this Agreement or the Act, and all decisions and determinations to be made by the Manager hereunder, may be exercised or made only upon the approval of the Manager at such time, unless otherwise specifically provided in this Agreement. The Manager shall have full, exclusive and complete discretion in the management and control of the business and affairs of the Company and shall make all decisions affecting the Company's business and affairs, and any action taken by the Manager (in its capacity as such) shall constitute the act of and serve to bind the Company. Whenever this Agreement requires the prior approval or consent of the Manager to any action or proposed action taken or to be taken by a Member or by the Company with respect to a Member, the Manager shall have the sole authority to grant or deny such approval or consent even in situations where the Manager is such Member or an affiliate of such Member, and the Members shall have no authority to grant or deny approval or consent to such action or proposed action. The Manager may delegate all or any of the powers and authority granted to the Manager under the Act or this Agreement to any other Person including, without limitation, the power to execute and deliver documents on behalf of the Company, and any action taken by such Person pursuant to such delegation shall be deemed to be the act of the Manager. Persons dealing with the Company shall be entitled to rely conclusively on the power and authority of the Manager as set forth in this Agreement. The Manager shall not be entitled to any fees or other compensation for the performance of its duties as such. The Manager, on behalf and at the expense of the Company, may hereafter from time to time employ or transact business with any Person, including any Member, notwithstanding the fact that any Member may be, or have a common interest in or connection with such Person. In such instance, neither the Company nor any other Member shall have any rights to, or in, any income or profits derived therefrom. A Manager is not required to be a Member.
Management of Company Affairs. The Managing Member shall be responsible for the administration and management of the Company. The Managing Member’s signature shall be sufficient to bind the Company, and no third party shall have a duty to inquire into the authority of the Managing Member to bind the Company.
