Common use of Management Powers and Responsibilities Clause in Contracts

Management Powers and Responsibilities. Without limiting the generality of Section 6.1 hereof, the Manager shall have power and authority, on behalf of the Company: (a) To enter into contracts consistent with the purpose of the Company. The fact that the Sole Member or the Manager is directly or indirectly affiliated or connected with any such Person shall not prohibit the Manager from dealing with such Person; (b) To borrow money from banks, other lending institutions, the Sole Member, or affiliates of the Sole Member on such terms as deemed appropriate, and in connection therewith to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums; (c) To purchase liability and other insurance to protect the Company’s property and business; (d) To purchase, sell, hold and own any property, whether real and/or personal, and to lease such properties in the name of the Company; (e) To invest any Company funds (by way of example, but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments; (f) Upon written approval by the Sole Member, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition does not violate or otherwise cause a default under any other agreement to which the Company may be bound; (g) To execute on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes, and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company; (h) To hire employees and to enter into contracts to employ accountants, legal counsel, managing agents, or other independent contractors to perform services for the Company and to compensate them from Company funds. The fact that the other contracting party is the Sole Member or the Manager or is directly or indirectly affiliated or connected with the Sole Member or the Manager shall not prohibit the Manager from dealing with such Person on the Company’s behalf; (i) To make an assignment for the benefit of creditors of the Company, file a voluntary petition in bankruptcy, or appoint a receiver for the Company, provided such action has been approved in advance in writing by the Sole Member; (j) To enter into any and all other agreements on behalf of the Company with any other Person or entity for any purpose, in such forms as the Manager may approve; (k) To open bank accounts in the name of the Company and to designate and remove from time to time, at the Manager’s discretion, all signatories on such bank accounts; and (l) To do and perform all other lawful acts as may be necessary or appropriate to the conduct of the Company’s business.

Management Powers and Responsibilities. Without limiting the generality of Section 6.1 hereof3.1, the Manager shall Member will have the power and authority, authority on behalf of the Company: (a) To enter into contracts consistent with sell property to or acquire property from any person as the purpose of the CompanyMember may determine. The fact that the Sole Member or the Manager is directly or indirectly affiliated or connected with any such Person shall person will not prohibit the Manager Member from dealing with such Personthat person; (b) To open from time to time bank accounts in the name of the Company and to designate and remove from time to time, at its discretion, all signatories on such bank accounts; (c) To borrow money from banks, other lending institutions, individuals, the Sole Member, or affiliates of the Sole Member on such terms as deemed it deems appropriate, and in connection therewith therewith, to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums; (cd) To purchase liability and other insurance to protect the Company’s property and business; (de) To purchase, sell, hold and own any property, whether Company real and/or personal, and to lease such personal properties in the name of the Company; (ef) To invest any Company funds (by way of example, but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments; (fg) Upon written approval by the Sole Member, to To sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition does not violate or otherwise cause a default under any other agreement to which the Company may be bound; (gh) To execute on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes, and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage mortgage, or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents necessary, in the opinion of the ManagerMember, to the business of the Company; (hi) To hire employees and to enter into contracts to employ accountants, legal counsel, managing agents, or other independent contractors experts to perform services for the Company and to compensate them from Company funds. The fact that the other contracting party is the Sole Member or the Manager or is directly or indirectly affiliated or connected with the Sole Member or the Manager shall not prohibit the Manager from dealing with such Person on the Company’s behalf; (ij) To make an assignment for the benefit of creditors of the Company, file a voluntary petition in bankruptcy, or appoint a receiver for the Company, provided such action has been approved in advance in writing by the Sole Member; (jk) To enter into any and all other agreements on behalf of the Company with any other Person person or entity for any purpose, in such forms as the Manager Member may approve; (k) To open bank accounts in the name of the Company and to designate and remove from time to time, at the Manager’s discretion, all signatories on such bank accounts; and (l) To do and perform all other lawful acts as may be necessary or appropriate to the conduct of the Company’s business.

Management Powers and Responsibilities. Without limiting the generality of Section 6.1 hereof, the Manager shall have power and authority, on behalf of the Company: (a) To enter into contracts consistent with the purpose of the Company. The fact that the Sole Member or the Manager is directly or indirectly affiliated or connected with any such Person shall not prohibit the Manager from dealing with such Person; (b) To borrow money from banks, other lending institutions, the Sole Member, or affiliates of the Sole Member on such terms as deemed appropriate, and in connection therewith to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums; (c) To purchase liability and other insurance to protect the Company’s property and business; (d) To purchase, sell, hold and own any property, whether real and/or personal, and to lease such properties in the name of the Company; (e) To invest any Company funds (by way of example, but not limitation) in time deposits, short-term short‑term governmental obligations, commercial paper, or other investments; (f) Upon written approval by the Sole Member, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition does not violate or otherwise cause a default under any other agreement to which the Company may be bound; (g) To execute on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes, and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents necessary, in the opinion of the Manager, to the business of the Company; (h) To hire employees and to enter into contracts to employ accountants, legal counsel, managing agents, or other independent contractors to perform services for the Company and to compensate them from Company funds. The fact that the other contracting party is the Sole Member or the Manager or is directly or indirectly affiliated or connected with the Sole Member or the Manager shall not prohibit the Manager from dealing with such Person on the Company’s behalf; (i) To make an assignment for the benefit of creditors of the Company, file a voluntary petition in bankruptcy, or appoint a receiver for the Company, provided such action has been approved in advance in writing by the Sole Member; (j) To enter into any and all other agreements on behalf of the Company with any other Person or entity for any purpose, in such forms as the Manager may approve; (k) To open bank accounts in the name of the Company and to designate and remove from time to time, at the Manager’s discretion, all signatories on such bank accounts; and (l) To do and perform all other lawful acts as may be necessary or appropriate to the conduct of the Company’s business.

Management Powers and Responsibilities. Without limiting the generality of Section 6.1 hereof, the Manager Managers shall have power and authority, on behalf of the Company: (a) To enter into contracts consistent with the purpose of the Company. The fact that the Sole Member or the Manager is Managers are directly or indirectly affiliated or connected with any such Person shall not prohibit the Manager Managers from dealing with such Person; (b) To borrow money from banks, other lending institutions, the Sole Member, or affiliates of the Sole Member on such terms as deemed appropriate, and in connection therewith to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums; (c) To purchase liability and other insurance to protect the Company’s property and business; (d) To purchase, sell, hold and own any property, whether real and/or personal, and to lease such properties in the name of the Company; (e) To invest any Company funds (by way of example, but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments; (f) Upon written approval by the Sole Member, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition does not violate or otherwise cause a default under any other agreement to which the Company may be bound; (g) To execute on behalf of the Company all instruments and documents, including, without limitation, checks, drafts, notes, and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents necessary, in the opinion of the ManagerManagers, to the business of the Company; (h) To hire employees and to enter into contracts to employ accountants, legal counsel, managing agents, or other independent contractors to perform services for the Company and to compensate them from Company funds. The fact that the other contracting party is the Sole Member or the Manager Managers or is directly or indirectly affiliated or connected with the Sole Member or the Manager Managers shall not prohibit the Manager Managers from dealing with such Person on the Company’s behalf; (i) To make an assignment for the benefit of creditors of the Company, file a voluntary petition in bankruptcy, or appoint a receiver for the Company, provided such action has been approved in advance in writing by the Sole Member; (j) To enter into any and all other agreements on behalf of the Company with any other Person or entity for any purpose, in such forms as the Manager Managers may approve; (k) To open bank accounts in the name of the Company and to designate and remove from time to time, at the Manager’s Managers’ discretion, all signatories on such bank accounts; and (l1) To do and perform all other lawful acts as may be necessary or appropriate to the conduct of the Company’s business.

Management Powers and Responsibilities. Without limiting the generality of Section 6.1 3.1 hereof, and subject to the Manager provisions of Section 3.5 and any other provision in this Agreement, upon the consent of a Majority of the Managers, the Managers shall have power and authority, on behalf of the Company: (a) To enter into contracts consistent with open accounts in the purpose name of the Company. The fact that the Sole Member or the Manager is directly or indirectly affiliated or connected Company with any banks and other financial institutions and designate and remove from time to time, at their discretion, all signatories on such Person shall not prohibit the Manager from dealing with such Personbank accounts; (b) To borrow money from banks, other lending institutions, the Sole MemberMembers, or affiliates of the Sole Member Members on such terms as deemed a Majority of the Managers deems appropriate, and in connection therewith to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums, PROVIDED that any borrowing will require the consent of at least one Manager designated by Gum Tech and at least one Manager designated by BDT. No debt or other obligation may be contracted or liability incurred by or on behalf of the Company except by the Managers; (c) To purchase policies of comprehensive general liability insurance and to purchase such other insurance coverage as a Majority of the Managers shall determine to be necessary or desirable to insure the Members or to protect the Company’s property and business's assets; (d) To purchaseacquire, sell, hold and own any property, whether or lease real and/or personal, and to lease such properties personal property in the name of the Company; (e) To invest any Company funds (by way of example, but not limitation) temporarily in time deposits, short-term governmental obligations, or commercial paper, or other investments; (f) Upon written approval by the Sole Member, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition does not violate or otherwise cause a default under any other agreement to which the Company may be bound; (g) To execute on behalf of the Company all instruments and documents, documents including, without limitation, checks, drafts, notes, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s 's property, assignments, bills of sale, leases, partnership agreements, and any other instruments or documents necessary, in the opinion of a Majority of the ManagerManagers, to the business of the Company; (hg) To hire employees and to enter into contracts to employ accountants, legal counsel, managing agents, agents or other independent contractors experts to perform services for the Company and to compensate them from Company funds. The fact that the other contracting party is the Sole Member or the Manager or is directly or indirectly affiliated or connected with the Sole Member or the Manager shall not prohibit the Manager from dealing with such Person on ; (h) To employ employees to perform services for the Company’s behalf; (i) To make an assignment for the benefit of creditors of the Company, file a voluntary petition in bankruptcy, or appoint a receiver for the Company, provided such action has been approved in advance in writing by the Sole Member; (j) To enter into any and all other agreements on behalf of the Company Company, unless otherwise prohibited by this Agreement, with any other Person or entity for any purposereason related to the purpose of the Company as set forth in Section 1.5, in such forms form and on such terms as a Majority of the Manager Managers may approve; (k) To open bank accounts in the name of the Company and to designate and remove from time to time, at the Manager’s discretion, all signatories on such bank accounts; and (lj) To do and perform all other lawful acts as may be necessary or appropriate conduct any clinical trials with respect to the Products including, without limitation, the approval of protocols and individuals selected to conduct such clinical trials, provided that any such approval will require the consent of the Company’s businessat least one Manager designated by Gum Tech and at least one Manager designated by BDT.