Management Rights During Winding Up. During the period of the winding up of the affairs of the Company, the rights and obligations of the Members set forth herein with respect to the management of the Company shall continue. For purposes of winding up, the Members shall make all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of Company assets.
Management Rights During Winding Up. During the period of the winding up of the affairs of the Company, the Operating Member shall manage the Company and shall make with due diligence and in good faith all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of Company assets; provided, however, that if the termination of the Company results from an Event of Default of a Member, the Defaulter shall have no further right to participate in the management or affairs of the Company and the Non-Defaulter shall manage the Company during the period of winding up. Each Member hereby waives any claims it may have against the other that may arise out of the management of the Company by the other, pursuant to this Section 11.2.2, so long as such other Member and its representatives act in good faith.
Management Rights During Winding Up. Except as described in Section 8.4, during the period of the winding up of the affairs of the Partnership, the rights and obligations of the Partners set forth herein with respect to the management of the Partnership shall continue. For purposes of such winding up, the General Partner shall continue to act as such and shall make all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of Partnership assets subject to the approval rights of the other Partners hereunder; provided that if the termination of the Partnership results from the removal of the General Partner and that General Partner is a Partner or Affiliate of a Partner, and the other Partners, or a receiver or trustee appointed by such Partners, shall conduct the winding up of the business of the Partnership and the General Partner shall have no further right to participate in the management or affairs of the Partnership but shall nonetheless be bound by all decisions made by such other Partners. The General Partner hereby waives any claims it may have against such other Partners that may arise out of the management of the Partnership by the other Partners during the period of winding up the Partnership, so long as such Partners act in good faith and are not grossly negligent.
Management Rights During Winding Up. During the period of the winding up of the affairs of the Company, the Board of Directors shall manage the Company as liquidator and shall make with due diligence and in good faith all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of Company assets; provided, however, that if the termination of the Company results from a default by a Party of its obligations under this Agreement, such Party shall have no further right to participate in the management or affairs of the Company and the other Parties shall manage the Company during the period of winding up. Each Party hereby waives any claims it may have against the others that may arise out of the management of the Company by the other, pursuant to this Section 11.2(b), so long as such other Party and its representatives act in good faith.
Management Rights During Winding Up. During the period of the winding up of the affairs of the Partnership, the General Partner or, if there is no General Partner, then the Person appointed by Limited Partners holding a majority of the Percentage Interests held by the Limited Partners as a class, shall manage the Partnership and shall make with due diligence and in good faith all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of Partnership assets. To the fullest extent permitted by law, each Partner hereby waives any claims it may have against the other that may arise out of the management of the Partnership by the other, pursuant to this Section 9.2(b), other than claims resulting from bad faith, gross negligence, fraud or willful misconduct.
Management Rights During Winding Up. During the period of the ----------------------------------- winding up of the affairs of the Partnership, the rights and obligations of the Partners set forth herein with respect to the management of the Partnership shall continue. For purposes of winding up, and subject to subsection 14.2 hereof, the Managing General Partner shall act as liquidator to wind up the Partnership and shall make all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of the Partnership assets with the advice of the Limited Partner, except that if the dissolution results from the occurrence of a Special Event, the Limited Partner shall act as liquidator and make all such decisions.
Management Rights During Winding Up. During the period of the winding up of the affairs of the LLC, the rights and obligations of the Members set forth herein with respect to the management of the LLC shall continue, For purposes of winding up, the Board of Managers shall continue to act as such and shall make all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of LLC assets; provided that if the termination of the LLC results from an Event of Default, the defaulting Member shall have no further right to participate in the management or affairs of the Venture or to attend Board of Manager meetings or vote on decisions by the Board of Managers, but shall nonetheless be bound by all decisions made by the non-Defaulter. Each Member hereby waives any claims it may have against the non Defaulter that may arise out of the management by the non-Defaulter of the LLC, so long as such non Defaulter acts in good faith.
Management Rights During Winding Up. During the period of the winding up of the affairs of the Company, the Administrative Member shall manage the Company and shall make, with due diligence and in good faith, all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of Company assets. Each Member hereby waives any claims it may have against the other Member that may arise out of the management of the Company by the other Member, pursuant to this Section 13.2.2, so long as such other Member and its representatives act in good faith.
Management Rights During Winding Up. During the period of the winding up of the affairs of the Company, the Board shall manage the Company and shall make all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of the assets of the Company.
Management Rights During Winding Up. During the period of the winding up of the affairs of the Joint Venture, the rights and obligations of the Venturers set forth herein with respect to the management of the Joint Venture shall continue. For purposes of winding up, the Management Committee shall continue to act as such and shall make all decisions relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of Joint Venture assets; provided that if the termination of the Venture results from an Event of Default, the defaulting Venturer shall have no further right to participate in the management or affairs of the Venture or to attend Management Committee meetings or vote on decisions by the Management Committee, but shall nonetheless be bound by all decisions made by the non-Defaulter. Each Venturer hereby waives any claims it may have against the non-Defaulter that may arise out of the management by the non-Defaulter of the Joint Venture, so long as such non-Defaulter acts in good faith.
