Management of the Company’s Affairs Sample Clauses

Management of the Company’s Affairs. (a) Subject to the terms and conditions of this Agreement, the management of the Company shall be vested exclusively in the Person appointed from time to time hereunder as the “Manager” of the Company (the “Manager”), which Manager may, but is not required to be, a Member. Effective as of the Closing Date, the Private Owner is hereby appointed as the Manager. Subject to the terms and conditions of this Agreement, the Manager shall have full and exclusive power and discretion to, and shall, manage the business and affairs of the Company in accordance with this Agreement. The Private Owner may not resign as the Manager, may not Dispose of or delegate, in whole or in part, its rights, responsibilities or duties as the Manager to any other Person, and shall serve as Manager until such time as (i) the Private Owner LLC Interest is Disposed of in accordance with the terms of this Agreement and the transferee is admitted as a member of the Company and Successor to the Private Owner, in which case the transferee Member shall, effective upon such Disposition, be appointed as the “Manager” to the extent the Private Owner held such role immediately prior to such Disposition, (ii) the Private Owner is removed as Manager by the Initial Member and replaced in accordance with Section 3.2 or Section 12.4 below; or (iii) the Company is dissolved, and the business and affairs of the Company are wound up, in accordance with the terms of this Agreement. The Manager shall devote such time to the affairs of the Company as is necessary to manage the Company as set forth in this Agreement. Without limitation of the foregoing, the Manager shall cooperate with the Tax Matters Member in all respects as reasonably requested by the Tax Matters Member, from time to time, in connection with the Tax Matters Member’s performance of its obligations under this Agreement. The Private Owner (and any Successor to the Private Owner) hereby expressly acknowledges that (x) as it relates to its role as the Manager, this Agreement constitutes a personal services contract between the Private Owner and the Company, and (y) except as may otherwise be expressly specified herein, it shall not be entitled to any salary, fees, reimbursement of costs or expenses, or other compensation with respect to its service as the Manager hereunder (including with respect to the Manager’s Asset servicing and management obligations under Article XII). (b) Except as otherwise specifically provided in this Agreement and ...

Management of the Company’s Affairs. (a) As provided in this Agreement, all management powers over the business and affairs of the Company shall be vested exclusively in a board of directors (the "Board of Directors") and, subject to the direction of the Board of Directors, the Officers. Officers and Directors constitute "managers" of the Company within the meaning of the Act. (b) No Shareholder, in its capacity as a Shareholder, 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. (c) The Board of Directors (subject to Section 5.3 and Article 9) and the Officers (subject to Section 5.4 and the direction of the Board of Directors) shall have full power and authority, in addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement or the Partnership Agreement to do all things on such terms as they, in their individual sole discretion, may deem necessary or appropriate, to conduct, or cause to be conducted, the business and affairs of the Company, except as set forth in the Delegation of Control Agreement. (d) It is expected that KMEP shall pay, or shall reimburse the Company for the payment of, all expenses incurred by the Company, including expenses in connection with (i) audits; (ii) filings with the Securities and Exchange Commission and any state securities agency; (iii) meetings of the Record Holders of Company Securities; (iv) the preparation, filing and distribution of proxy materials; (v) compensation to, and reimbursement of expenses incurred by, Officers and Directors, as provided under Section 5.5; (vi) winding up, as provided under Section 7.2; and (vii) foreign, state and local taxes not paid or reimbursed pursuant to the Tax Indemnification Agreement. However, to the extent that KMEP does not pay, or reimburse the Company for the payment of, the aforementioned expenses, Organizational Shareholder shall pay, or shall reimburse the Company for the payment of, all such expenses.

Management of the Company’s Affairs. (a) The management of the Company shall be vested exclusively in LP Units Manager, LLC, which is hereby appointed as the Manager effective as of the date hereof. Subject to the terms and conditions of this Agreement, the Manager shall have full and exclusive power and discretion to, and shall, manage the business and affairs of the Company only in accordance with this Agreement. The Manager shall not resign, may not assign or delegate its responsibilities to any other Person, and shall serve as such until such time, if any, as the Manager is otherwise removed and replaced or the Company is dissolved in accordance with the terms of this Agreement. The Manager shall devote such time to the affairs of the Company as is reasonably necessary to manage the Company as set forth in this Agreement. Nothing in this Section 4.1 eliminates, limits or otherwise modifies any of the express terms of this Agreement or any liability, obligation or covenant of any Person hereunder. (b) The Manager shall have no authority to take or authorize the taking of any action in contravention of any express term of this Agreement. (c) No Member or Members shall have any power or authority to remove the Manager for any reason. (d) No Person dealing with the Company or the Manager shall be required to determine, and any such Person may conclusively assume and rely upon, the authority of the Manager to execute any instrument or make any undertaking on behalf of the Company. No Person dealing with the Company or the Manager shall be required to determine any facts or circumstances bearing upon the existence of such authority. Without limitation of the foregoing, any Person dealing with the Company or the Manager is entitled to rely upon a certificate signed by the Manager as to: (i) the identity of the Members; (ii) the existence or non-existence of any fact or facts that constitute a condition precedent to acts by the Manager or are in any other manner germane to the affairs of the Company; (iii) the identity of Persons who are authorized to execute and deliver any instrument or document of or on behalf of the Company; or (iv) any act or failure to act by the Company or any other matter whatsoever involving the Company or the Members.

Management of the Company’s Affairs. (a) Except as otherwise specifically provided in this Agreement, all management powers over the business and affairs of the Company shall be vested exclusively in a board of directors (the “Board”) and, subject to the direction of the Board, the Officers. The Officers and Directors shall constitute “managers” of the Company within the meaning of the Act. (b) Except as otherwise specifically provided in this Agreement, none of the Class A Member, the Special Member nor any Assignee, in its capacity as such, 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. (c) Except as otherwise specifically provided in this Agreement, the authority and functions of the Board on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware; provided that any authority or function of the Board may be delegated by the Board to the Officers. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Directors (subject to Section 7.13 and Article XIV) and the Officers (subject to Section 7.14, Article VIII and the direction of the Board) shall have full power and authority to do all things on such terms as they may determine to conduct, or cause to be conducted, the business and affairs of the Company.

Management of the Company’s Affairs. As provided in the Articles and this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in Managers consisting of not less than one nor more than seven individuals, as set from time to time by resolution adopted by the Members, and, subject to the direction of the Members, the officers elected by the Members in accordance with the terms of this Agreement (the “Officers”), who shall collectively (Officers and Managers) 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. Except as otherwise specifically provided in this Agreement, the authority and functions of the Members shall be identical to the authority and functions of the Members and officers, respectively, of a corporation organized under the Louisiana Business Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Managers, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Managers and the Officers (subject to the direction of the Members) shall have full power and authority to do all things on such terms as they, in their sole discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company. This power and authority shall include, without the necessity of obtaining the vote, consent or approval of the Members, taking or carrying out the actions described in the Articles and those set forth in La. R.S. 12:1317A and La. R.S. 12:1318B(2), (4) and (5).

Management of the Company’s Affairs. (a) Except as otherwise provided in this Agreement, all management powers over the business and affairs of the Company shall be vested in a board of directors (the “Board”) and, subject to the direction of the Board, the Officers. The Directors shall constitute “managers” of the Company within the meaning of the Act. (b) Except as otherwise specifically provided in this Agreement, the authority and functions of the Board on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company.

Management of the Company’s Affairs. Except to the extent otherwise provided in Section 2.5 of this Agreement, Manager shall have full, complete and exclusive authority, power and discretion to (i) manage and control the business, property and affairs of the Company, (ii) make all decisions regarding those matters, (iii) supervise, direct and control the actions of the Officers of the Company, and (iv) perform any and all other actions customary or incident to the management of the Company’s business, property and affairs. Manager shall use commercially reasonable efforts to pursue the development of the businesses of the Company, including the Contributed Business. In addition to any other approvals required under the Act or this Agreement, material matters outside the ordinary course of business shall be brought to Manager for approval. Except as otherwise provided in this Agreement, no Member, by virtue of its status a Member, shall have any actual or apparent authority to enter into Contracts on behalf of, or otherwise to bind, the Company.

Management of the Company’s Affairs. (a) As provided in this Agreement, all management powers over the business and affairs of the Company shall be vested exclusively in a board of directors (the “Board”) and, subject to the direction of the Board, the Officers. The Directors shall constitute “managers” of the Company within the meaning of the Act. (b) No Member or Assignee, in its capacity as such, 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. (c) Except as otherwise specifically provided in this Agreement, the authority and functions of the Board on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the Officers, who shall be agents of the Company.

Management of the Company’s Affairs. (a) From and upon the closing of the Contribution Agreement (the "CONTRIBUTION CLOSING"), all management powers over the business and affairs of the Company shall be exclusively vested in a board of directors ("COMPANY BOARD") and, subject to the direction of the Company Board, the officers of the Company (the "OFFICERS"). The Officers and Directors shall collectively constitute "managers" of the Company within the meaning of the Delaware Limited Liability Company Act. Neither the Duke Member nor the Phillips Member (each a "MEMBER") by virtue of its status as a member xx xxx Company, 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. Except as otherwise specifically provided in this Agreement, the authority and functions of the Company Board on the one hand and of the Officers on the other shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Company Board, which may delegate from time to time such authority and duties as it deems appropriate to one or more of the Officers, who shall be agents of the Company. (b) The Company Board shall consist of five persons, and from and upon the Contribution Closing until the consummation of the IPO (such period, the "PRE-IPO PERIOD")

Management of the Company’s Affairs. (a) As provided in this Agreement, all management powers over the business and affairs of the Company shall be vested exclusively in a board of directors (the “Board of Directors”) and, subject to the direction of the Board of Directors, the Officers. Officers and Directors constitute “managers” of the Company within the meaning of the Act. (b) No Shareholder, in its capacity as a Shareholder, 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. (c) The Board of Directors (subject to Sections 5.3 and 8.10) and the Officers (subject to Sections 5.4 and 8.10 and the direction of the Board of Directors) shall have full power and authority, in addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement to do all things on such terms as they, in their individual sole discretion, may deem necessary or appropriate, to conduct, or cause to be conducted, the business and affairs of the Company, other than matters delegated to the Operator pursuant to the Operating Agreement or this Agreement.