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.
(b) The Management Committee may not, except with the approval of the Members after
(i) the Screening Period, change the order of development and construction or the nameplate rating in megawatts of the HPC Sites, which order and nameplate rating shall be one (1) MW for the first HPC Site which is to be constructed HPC Site which is to be constructed or Substitute; or
(ii) amend in any material respect the terms of the Agreements with DHS2, Inc.
(c) Neither the Company nor any Member may do any of the following except with the approval of the Management Committee:
(i) adopt or approve any new capital or operating budgets of the Company or the Subs, including any amendments to, or deviation from the total amount provided in, excluding any line item allocation, previously approved budgets including the Approved Budgets;
(ii) enter into any banking arrangements, including opening new accounts and providing signatories for such accounts of the Company or the Subs;
(iii) incur or assume any indebtednes...
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 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.
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. The Governing Authority of the Company will consist of one or more Managers who will have the full, complete, and exclusive authority to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business, all subject to any restrictions imposed by applicable law or expressly imposed by this Agreement. In addition to the powers now or hereafter granted the Managers of a limited liability company under applicable law or that are granted the Managers under any provision of this Agreement, subject to the limitations described in Section 6.2 and elsewhere in this Agreement, the Governing Authority will have the power, for and on behalf and in the name of the Company, to carry out and implement the purpose of the Company set forth in Section 2.6 and to do all things necessary or desirable or expedient in connection therewith or incidental thereto and to manage, conduct, and supervise the day-to-day business affairs of the Company and, without limiting the generality of the foregoing, to cause the Company to do the following:
(a) to acquire, purchase, own, hold, maintain, develop, operate, sell, exchange, lease, sublet, assign, transfer, or otherwise dispose of tangible and intangible properties of any kind and character;
(b) to enter into, become bound by, and perform obligations under contracts and instruments and to make all decisions and waivers thereunder;
(c) to open, maintain, and close bank accounts, make withdrawals therefrom, and designate and change signatories on such accounts;
(d) to procure and maintain with responsible companies insurance, including general liability, bodily injury, and property damage insurance, in amounts that are available and that are generally carried by similar entities;
(e) to incur all legal, accounting, investment banking, independent financial consulting, litigation, brokerage, registration, and other fees and expenses as it may deem necessary or appropriate for carrying on and performing the powers and authorities herein conferred;
(f) to collect amounts due the Company, settle claims, prosecute and defend lawsuits, and handle matters with governmental agencies;
(g) to exercise the voting rights of the Company on account of its ownership in any other Person; provided, however, that if the action to be voted on is one that, if taken by the Company itself...
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. Pursuant to the Act, the Company shall be managed by Managers, who shall perform their duties and responsibilities under the Act thereunder and who shall exercise the power delegated to them solely through their representation on the Board of Managers. No individual Manager shall, unless so directed by the Board of Managers, have authority, rights or responsibilities hereunder. Subject to the provisions of the Act and any limitations in this Agreement relating to actions required to be approved by the Members, all powers of the Company shall be exercised by or under authority of, and the Company’s property and affairs shall be controlled by the Board of Managers. The primary functions of the Board of Managers shall be to:
(a) establish policies for the direction and guidance of any committees established by the Board of Managers and any officers appointed by the Board of Managers; and
(b) to formulate the basic rules and regulations governing the operation and management of the Company. Nothing in this Agreement is intended to preclude Managers from acting in any other capacity outside of the Company, so long as acting in such other capacities does not constitute a Conflict of Interest with the Company. The Managers shall devote such attention and business capacity to the affairs of the Company as may be reasonably necessary to fully perform their duties on the Board of Managers.
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. Except as otherwise specifically provided in this Agreement, the management of the Company shall be vested in the Manager. Subject to the foregoing, 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 his capacity as such) in accordance with the provisions of this Agreement shall constitute the act of and serve to bind the Company. The Manager may designate one or more of his employees, agents or Affiliates to carry out his duties and responsibilities to the Company. The Manager may appoint a president and one more vice presidents, each of which shall have the duties and responsibilities so designated by 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 Company shall pay the Manager such compensation for the performance of his duties as Manager as Members having a majority of the Participating Percentages of all Members may determine from time to time; provided, however, the Company shall in all events reimburse the Manager for all direct costs incurred by the Manager, his Affiliates, employees or agents on behalf of the Company or otherwise in connection with performance of his duties as Manager.
