Common use of Management of the Limited Liability Company Clause in Contracts

Management of the Limited Liability Company. The Members hereby designate the following person(s) to serve as Managers for the Limited Liability Company: [MANAGER] The Managers shall serve until the next annual meeting of the Members or until their successors are duly elected and qualified. The Managers for the Limited Liability Company shall be elected, and can be discharged (without cause), as Managers by the unanimous vote or consent of the Members. The Managers need not be a Member of the Limited Liability Company. The business and affairs of the Limited Liability Company shall be conducted and managed by the Managers of the Limited Liability Company in accordance with this Agreement and the laws of the state of organization. The number of Managers may be changed from time to time by the unanimous vote or consent of the Members, but in no instance shall there be less than one Manager. At any time there is more than one Manager, any difference arising as to any matter within the authority of Managers shall be decided by a majority in number of the Managers. The Manager shall have responsibility for the day-to-day management of the business and affairs of the Limited Liability Company and shall devote such time and attention as the Manager deem necessary to the conduct and management of the business and affairs of the Limited Liability Company. Each of the Manager hereby is given sole power and authority to execute instruments on behalf of the Limited Liability Company and to otherwise bind the Limited Liability Company. No Member shall have the authority, or shall take any action as a Member, to bind the Limited Liability Company. Each Member shall indemnify the Limited Liability Company from and against any cost or expense incurred by the Limited Liability Company as a result of any unauthorized action by such Member. Except as provided elsewhere in this Agreement, or by nonwaivable provisions of applicable law, the Manager shall possess and enjoy all rights and powers necessary or appropriate for the conduct and management of the business and affairs of the Limited Liability Company and hereby are authorized to make all decisions relating to the business and affairs of the Limited Liability Company. The Manager may make decisions relating to: the purchase, sale, exchange, lease, transfer, encumbrance or other acquisition or disposition of any property, for cash, other property, or on terms; the borrowing of money and the obtaining of loans, secured and unsecured, for the Limited Liability Company and in connection therewith the issuance of notes, deben­tures and other debt securities and the securing of the same by assigning for security purposes, pledging or hypothecating all or part of assets of the Limited Liability Company; the expenditure of the capital and receipts of the Limited Liability Company in furtherance of the business of the Limited Liability Company; the purchase of equipment, supplies and services as the Manager deem appropriate; the purchase of hazard, liability and other insurance which the Manager may deem necessary or proper; the employment of attorneys, accountants, brokers, consultants and other persons, firms and corporations to render services to the Limited Liability Company as the Manager may deem necessary or proper; and the taking of all other actions and the execution and delivery of any and all other instruments and agreements as the Manager may deem appropriate to carry out the intents and pur­poses of this Agreement. Notwithstanding any other provision of this Agreement, the Manager shall not, without the prior written consent of the unanimous vote or consent of the Members, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Limited Liability Company; confess a judgment against the Limited Liability Company; approve a merger or consolidation of the Limited Liability Company with or into any other limited liability company, corporation, partnership or other entity: or change the nature or character of the business of the Limited Liability Company. The Manager may employ on behalf of the Limited Liability Company, on such terms and for such compensation as the Manager may determine, any persons, firms or corporations, including accountants and attorneys, as the Manager, in their sole judgment shall deem desirable for the business and affairs of the Limited Liability Company. Any such person, firm or corporation may also be employed by the Manager in connection with any other business of the Manager. The Manager shall receive, as compensation for the services of the Manager to the Limited Liability Company, such sums as may be determined from time to time by the unanimous vote or consent of the Members.

Management of the Limited Liability Company. The Members hereby designate the following person(sManager(s) to serve as Managers for the Limited Liability Company: [MANAGER] The Managers shall serve until the next annual meeting of the Members or until their successors are duly elected and qualified. The Managers for the Limited Liability Company shall be elected, and can be discharged (without cause), as Managers by the unanimous vote or consent of the Members. The Managers need not be a Member of the Limited Liability Company. The Members hereby designate Exxx Xxxxxxx, having an address at 30 Xxxxxxxxxxx Xxxxxxxx Boulevard, Jxxxxxx, New Jersey 08527, to serve as Managing Member for the Limited Liability Company. The business and affairs of the Limited Liability Company shall be conducted and managed by the Managers Managing Member of the Limited Liability Company in accordance with this Agreement and the laws of the state of organization. The number of Managers may be changed from time to time by the unanimous vote or consent of the Members, but in no instance shall there be less than one ManagerDelaware. At any time there is more than one ManagerManaging Member, any difference arising as to any matter within the authority of Managers Managing Members shall be decided by a majority in number of the ManagersManaging Members. The Manager Managing Member shall have responsibility for the day-to-day management of the business and affairs of the Limited Liability Company and shall devote such time and attention as the Manager deem Managing Member deems necessary to the conduct and management of the business and affairs of the Limited Liability Company. Each of the Manager The Managing Member hereby is given sole power and authority to execute instruments on behalf of the Limited Liability Company and to otherwise bind the Limited Liability Company. No Member, other than the Managing Member or his designees, shall have the authority, or shall take any action as a Member, to bind the Limited Liability Company. Each Member shall indemnify the Limited Liability Company from and against any cost or expense incurred by the Limited Liability Company as a result of any unauthorized action by such Member. Except as provided elsewhere in this Agreement, or by nonwaivable provisions of applicable law, the Manager Managing Member shall possess and enjoy all rights and powers necessary or appropriate for the conduct and management of the business and affairs of the Limited Liability Company and hereby are is authorized to make all decisions relating to the business and affairs of the Limited Liability Company. The Manager Managing Member may make decisions relating to: the purchaseacquisition, sale, exchange, lease, transfer, encumbrance or other acquisition or disposition of any propertythe Property; the maintenance, for cash, other property, or on termsmanagement and operation of the Property; the borrowing of money and the obtaining of loans, secured and unsecured, for the Limited Liability Company and in connection therewith the issuance of notes, deben­tures debentures and other debt securities and the securing of the same by mortgaging, assigning for security purposes, pledging or hypothecating all or part of the Property and other assets of the Limited Liability Company; the expenditure of the capital and receipts of the Limited Liability Company in furtherance of the business of the Limited Liability Company; the purchase of equipment, supplies and services as the Manager deem Managing Member deems appropriate; the purchase of hazard, liability and other insurance which the Manager Managing Member may deem necessary or proper; the employment of attorneys, accountants, brokers, consultants and other persons, firms and corporations to render services to the Limited Liability Company as the Manager Managing Member may deem necessary or proper; and the taking of all other actions and the execution and delivery of any and all other instruments and agreements as the Manager Managing Member may deem appropriate to carry out the intents and pur­poses purposes of this Agreement. Notwithstanding any other provision of this Agreement, the Manager Managing Member shall not, without the prior written consent of the unanimous vote or consent of the Members, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Limited Liability Company; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Property; mortgage, pledge or encumber the Property other than as expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Limited Liability Company in the excess of $100,000.00; lend any Limited Liability Company funds or other assets to any person in an amount or with a value in the excess of $100,000.00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of $500,000.00; confess a judgment against the Limited Liability Company; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $100,000.00, including claims for insurance; approve a merger or consolidation of the Limited Liability Company with or into any other limited liability company, corporation, partnership or other entity: or change the nature or character of the business of the Limited Liability Company. The Manager Managing Member shall purchase insurance against loss or damage to the Property by fire or other risks embraced by extended coverage, in amounts sufficient to prevent the Limited Liability Company from becoming a co-insurer, and shall maintain such other hazard and liability insurance against such risks and in such amounts as the Managing Member shall deem advisable but at least against such risks and in such amounts as customarily is maintained for similar properties in the vicinity of the Property. The Managing Member may employ on behalf of the Limited Liability Company, on such terms and for such compensation as the Manager Managing Member may determine, any persons, firms or corporations, including accountants and attorneys, as the ManagerManaging Member, in their his sole judgment shall deem desirable for the management of the Property and the business and affairs of the Limited Liability Company. Any such person, firm or corporation may also be employed by the Manager Managing Member in connection with any other business of the ManagerManaging Member. The Manager Managing Member shall receive, as compensation be reimbursed by the Limited Liability Company for all direct out-of-pocket expenses incurred by the services Managing Member on behalf of the Manager Limited Liability Company in connection with the performance of his duties hereunder, including without limitation amounts payable by the Managing Member for office, accounting, bookkeeping and other services, materials, facilities and professional and legal services rendered or furnished to the Limited Liability Company, and reasonable fees and other expenses incurred in connection with any sale or refinancing of the Property. Except as expressly provided in this Agreement, no fees, salary or other compensation shall be paid to the Managing Member for the rendition of services to the Limited Liability Company. A Managing Member's duty of care in the discharge of the Managing Member's duties to the Limited Liability Company and the Members is limited to refraining from engaging in grossly negligent conduct, intentional misconduct, or a knowing violation of law. In discharging the duties of a Managing Member, the Managing Member shall be fully protected in relying in good faith upon the records of the Limited Liability Company and upon such sums information, opinions, reports or statements by other Managing Members, Members, agents or other persons as may to matters the Managing Member reasonably believes are within such person's professional or expert competence, including without limitation information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Limited Liability Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be determined paid. To the extent of the Limited Liability Company's assets, and to the extent permitted by law, the Limited Liability Company shall indemnify and hold each Managing Member harmless from time to time and against all liability, claim, loss, damage or expense, including reasonable attorneys' fees, incurred by the unanimous Managing Member by reason of any act or omission of the Managing Member made in good faith on behalf of the Limited Liability Company. Except as expressly provided elsewhere in this Agreement, any decisions which are to be made by the Members, rather than the Managing Member, shall be made by the affirmative vote or consent of Members holding a majority of the Members' Percentage Interests.

Management of the Limited Liability Company. The Members hereby designate the following person(s) BEJAN ARMINIFARD, having an address at 00 XXXXXXXXXX, XXXX., XXXXX 000, XXXXXX, XX 00000 to serve as Managers Managing Member for the Limited Liability Company: [MANAGER] The Managers shall serve until the next annual meeting of the Members or until their successors are duly elected and qualified. The Managers for the Limited Liability Company shall be elected, and can be discharged (without cause), as Managers by the unanimous vote or consent of the Members. The Managers need not be a Member of the Limited Liability Company. The business and affairs of the Limited Liability Company shall all be conducted and managed by the Managers Managing Member of the Limited Liability Company in accordance with this Agreement and the laws of the state of organization. The number of Managers may be changed from time to time by the unanimous vote or consent of the Members, but in no instance shall there be less than one ManagerCalifornia. At any time there is more than one ManagerManaging Member, any difference arising as to any matter within the authority of Managers Managing Members shall be decided by a majority in number of the ManagersManaging Members. If at any time the Managing Members do not own, in the aggregate, at least 20 percent of the Members' Percentage Interests, all of the Members shall be Managing Members until such time as the Members duly elect Managing Members who do own at least 20 percent of the Members' Percentage Interests. The Manager Managing Member shall have responsibility for the day-to-day management of the business and affairs of the Limited Liability Company and shall devote such time and attention as the Manager deem Managing Member deems necessary to the conduct and management of the business and affairs of the Limited Liability Company. Each of the Manager The Managing Member hereby is given sole power and authority to execute instruments on behalf of the Limited Liability Company and to otherwise bind the Limited Liability Company, Unless authorized by the Managing Member, no other person shall have the power or authority to execute instruments on behalf of the Limited Liability Company and to otherwise bind the Limited Liability Company. No person, firm or corporation dealing with the Limited Liability Company shall be required to investigate the authority of the Managing Member or to secure the approval of or consummation by the Members of any act of the Managing Member in connection with the business or affairs of the Limited Liability Company. No Member, other than the Managing Member or his designees, shall have the authority, or shall take any action as a Member, to bind the Limited Liability Company. Each Member shall indemnify the Limited Liability Company from and against any cost or expense incurred by the Limited Liability Company as a result of any unauthorized action by such Member. Except as provided elsewhere in this Agreement, or by nonwaivable provisions of applicable law, the Manager Managing Member shall possess and enjoy all rights and powers necessary or appropriate for the conduct and management of the business and affairs of the Limited Liability Company and hereby are is authorized to make all decisions relating to the business and affairs of the Limited Liability Company. The Manager Managing Member may make decisions relating to: . the purchase, sale, exchange, lease, transfer, encumbrance or other acquisition or disposition of any property, ) for cash, other property, or on terms; the borrowing of money and the obtaining of loans, . secured and unsecured, for the Limited Liability Company and in connection therewith the issuance of notes, deben­tures debentures and other debt securities and the securing of the same by assigning for security purposes, pledging or hypothecating all or part of assets of the Limited Liability Company; the expenditure of the capital and receipts of the Limited Liability Company in furtherance of the business of the Limited Liability Company; the purchase of equipment, supplies and services as the Manager deem Managing Member deems appropriate; the lending or advancing of money to third parties in connection with the business of the Limited Liability Company; the investment of funds of the Limited Liability Company in interest-bearing bank deposits) governmental obligations, institutional and insured short-term debt securities and short-term commercial paper, pending disbursement of the Limited Liability Company's funds or to provide a source from which to meet contingencies; the purchase of hazard, liability and other insurance which the Manager Managing Member may deem necessary or proper; the employment of attorneys, accountants, brokers, consultants and other persons, firms and corporations to render services to the Limited Liability Company as the Manager Managing Member may deem necessary or proper; the enforcement, compromise and settlement of any rights or claims in favor of or against the Limited Liability Company or any nominee of the Limited Liability Company; and the taking of all other actions and the execution and delivery of any and all other instruments and agreements as the Manager Managing Member may deem appropriate to carry out the intents and pur­poses purposes of this Agreement. Notwithstanding any other provision of this Agreement, the Manager shall not, without the prior written consent of the unanimous vote or consent of the Members, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Limited Liability Company; confess a judgment against the Limited Liability Company; approve a merger or consolidation of the Limited Liability Company with or into any other limited liability company, corporation, partnership or other entity: or change the nature or character of the business of the Limited Liability Company. The Manager Managing Member may employ on behalf of the Limited Liability Company, on such terms and for such compensation as the Manager Managing Member may determine, any persons, firms or corporations, including accountants and attorneys, as the ManagerManaging Member, in their his sole judgment shall deem desirable for the business and affairs of the Limited Liability Company. Any such person, firm or corporation may also be employed by the Manager Managing Member in connection with any other business of the ManagerManaging Member. The Manager fact that any Member, or a member of his family or any affiliate of a Member, is directly or indirectly interested in or connected with any person, firm or corporation employed by the Limited Liability Company or from whom the Limited Liability Company may buy merchandise or services, shall receivenot prohibit the Managing Member from employing or dealing with such person, as compensation for the services firm or corporation on behalf of the Manager Limited Liability Company upon reasonable terms and conditions. The Managing Member shall be reimbursed by the Limited Liability Company for all direct out-of-pocket expenses incurred by the Managing Member on behalf of the Limited Liability Company in connection with the performance of his duties hereunder, including without 'imitation amounts payable by the Managing Member for office, accounting, bookkeeping and other services, materials, facilities and professional and legal services rendered or furnished to the Limited Liability Company. Except as expressly provided in this Agreement, such sums as may no fees, salary or other compensation shall be determined from time paid to time by the unanimous vote or consent Managing Member for the rendition of services to the MembersLimited Liability Company.