Management of the LLC. (a) Subject to the provisions of this Agreement and the Act, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be controlled by the Members.
(b) Except to the extent that this Agreement specifically provides otherwise, all decisions respecting any matter set forth herein or otherwise affecting or arising out of the conduct of the business of the LLC, shall be made exclusively by the Managing Member, and any decision which, pursuant to the terms of this Agreement is to be taken or approved by the Members, shall be taken by the Managing Member, acting alone. The Associate Members shall have no right to vote on or participate in any matter or decision or to otherwise manage the business of the LLC, except to the extent expressly provided in this Agreement.
(c) Subject to the foregoing, the Managing Member shall have the exclusive right and full authority to manage, conduct and operate the LLC business. Specifically, but not by way of limitation, the Managing Member shall be authorized, for and on behalf of the LLC:
(i) to borrow money, to issue evidences of indebtedness and to guarantee the debts of others for whatever purposes they may specify, and, as security therefor, to pledge or otherwise encumber the assets of the LLC, provided that any such borrowings, indebtedness and guarantees are reasonably related to the conduct of the business of the LLC;
(ii) to cause to be paid on or before the due date thereof all amounts due and payable by the LLC to any person or entity;
(iii) to employ such agents, employees, managers, accountants, attorneys, consultants and other persons necessary or appropriate to carry out the business and affairs of the LLC, whether or not any such persons so employed are Members or are affiliated or related to any Member, and to pay such fees, expenses, salaries, wages and other compensation to such persons as the Members shall in their sole discretion determine;
(iv) to pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the LLC;
(v) to pay any and all fees and to make any and all expenditures which the Managing Member, in its discretion, deems necessary or appropriate in connection with the organization of the LLC, and the carrying out of its obligat...
Management of the LLC. This LLC shall be managed by its members; however, the LLC members reserve the right to appoint managers, who may also be members, at a later date.
Management of the LLC. Except as otherwise provided in the LLC Agreement or by law, management of Promote Pool LLC is reserved to and shall be vested solely and exclusively in the Managing Member. The rights and authority of the Managing Member shall include, without limitation, the right and authority, in its sole discretion, to —
(a) exercise all consent and voting rights with respect to the Eligible Promoted Interests,
(b) sell, transfer, or otherwise dispose of the interest of Promote Pool LLC in any Eligible Promoted Interest, subject to compliance with the provisions of Section 7 below, and
(c) issue additional Employee Units to persons granted 2011 Bonus Pool Awards, subject to the proviso at the end of Section 3(a) of the Award Agreements.
Management of the LLC. Subject to the terms and provisions of this Agreement, the Business of the LLC shall be managed by a single manager. TWC Member, as Administrative Member, is hereby designated as the sole manager of the LLC pursuant to Sections 18-101(10) and 18-401 of the Act, and shall operate the LLC solely in accordance with the Approved Business Plan and Approved Budget and this Agreement. Administrative Member shall act in good faith and in the best interests of the LLC, and shall devote such time and attention as shall be appropriate to manage and supervise the Business of the LLC properly and efficiently.
Management of the LLC. Subject to the provisions of this Agreement, the overall management and control of the business and affairs of the LLC shall be vested in the Manager, who may, in his discretion, delegate such management and control to officers of the LLC. The Manager shall devote, and shall cause the officers to devote, such time to the affairs of the LLC as may be reasonably necessary for performance of their respective duties hereunder.
Management of the LLC. (a) Subject to the provisions of this Agreement and the Act, all powers shall be exercised by or under the authority of, and the business and affairs of the LLC shall be controlled by the Members.
(b) Except to the extent that this Agreement specifically provides for a higher or lower number or percentage of Members, all decisions respecting any matter set forth herein or otherwise affecting or arising out of the conduct of the business of the LLC shall be made by action of a Majority in Number of the Voting Managing Members; provided that, Voting Managing Members with respect to whom an Event of Forfeiture has occurred shall have no right to vote on or participate in any matter or decision to be made by the Voting Managing Members and shall be disregarded for all purposes in determining the number of Voting Managing Members which constitute a Majority in
Management of the LLC. The management of the Company shall be vested in (i) the Member, who shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein or, (ii) if, and to the extent, the Member so elects in its sole discretion, the person(s) appointed as officer(s) of the LLC by the Member (each and “Officer” and, collectively, the “Officers”). As of the date hereof, the Member designates the following persons as Officers to manage and control the business and affairs of the Company, subject to the review of, and consultation with, the Member: Chief Executive Officer: Axxxxx Xxxxxxxx. President: Dxx Xxxxx. Executive Vice President, Treasurer and Secretary: Jxxxxx Xxxxxx. Each of the Member and any Officer shall be an authorized person, within the meaning of the Act, for all purposes under the Act.
Management of the LLC. Except as otherwise expressly provided in this Agreement with respect to matters reserved to the Members, the Members Committee or the Claims Committee, the Manager shall have full, complete and exclusive discretion to manage, conduct and control the business of the LLC for the purposes herein stated, and shall make all decisions affecting the business and assets of the LLC and operate the business of the LLC in accordance with the requirements of this Agreement. Subject to the restrictions specifically contained in this Agreement, the powers of the Manager shall include, without limitation, the authority to take all actions on behalf of the LLC that the Manager deems necessary or appropriate for the formation, continuation and conduct of the business and affairs of the LLC.
Management of the LLC. The management of the LLC shall be vested exclusively in the Board of Directors (the “Board”), which may from time to time by resolution delegate authority to the Officers or to others to act on behalf of the LLC. Except as otherwise agreed by the Members, no Member shall have any right or authority to take any action on behalf of the LLC or to bind or commit the LLC with respect to any third party or otherwise. Except as otherwise expressly provided in this Agreement, each Member hereby (a) specifically delegates to the Board its rights and powers to manage and control the business and affairs of the LLC in accordance with the provisions of Section 18-407 of the Delaware Act, and (b) revokes its right to bind the LLC, as contemplated by the provisions of Section 18-402 of the Delaware Act.
Management of the LLC. Management of the LLC shall be as set forth in Articles X and XI of the Operating Agreement. The day-to-day administrative management of the LLC shall be performed by SCC, pursuant to a Management and Development Agreement to be executed by the parties hereto, in form as is attached hereto as Exhibit B and incorporated herein by reference.