Managing Member. Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.
Managing Member. (a) Holdings shall be an original managing member (the “Managing Member”). The Managing Member shall cease to be the Managing Member only if (i) it Withdraws from the Company for any reason, (ii) it consents in its sole discretion to resign as the Managing Member, or (iii) a Final Event with respect to it occurs. The Managing Member may not be removed without its consent. There may be one or more Managing Members. In the event that one or more other Managing Members is admitted to the Company as such, all references herein to the “Managing Member” in the singular form shall be deemed to also refer to such other Managing Members as may be appropriate. The relative rights and responsibilities of such Managing Members will be as agreed upon from time to time between them.
(b) Upon the Withdrawal from the Company or voluntary resignation of the last remaining Managing Member, all of the powers formerly vested therein pursuant to this Agreement and the LLC Act shall be exercised by a Majority in Interest of the Members.
Managing Member. (a) The Managing Member shall be the Member designated to act as such hereunder from time to time in accordance with the provisions of this Section 8.2 or, if such Member is removed as Managing Member pursuant to Section 3.13, the Manager (except for any references in this Agreement to the Managing Member in its capacity as a Member and not as a manager of the Company if such Manager is not a Member) (the “Managing Member”). The initial Managing Member shall be Sponsor Sub. Subject to the requirements for Major Decisions and the limits of the Managing Member’s authority under this Agreement, the obligations of the Managing Member, in addition to those set forth in this Agreement, shall include:
(i) Enforcing the Maintenance Services Agreement and the Master EPC Agreement on behalf of the Company;
(ii) Subject to the requirements for Major Decisions, upon the termination of the Maintenance Services Agreement, causing the Company to replace such Maintenance Services Agreement in accordance with Section 8.3 and Section 3.2(f) and, to the extent such replacement Maintenance Services Agreement is not with an Affiliate of Sponsor Sub, the operator (or an Affiliate thereof, if the operator’s obligations thereunder are being guaranteed by such Affiliate) under such replacement Maintenance Services Agreement shall have at least three years of experience operating and maintaining photovoltaic panels;
(iii) Delivering to each other Member all reports and notices delivered by MSA Provider under the Maintenance Services Agreement and by Developer under the Master EPC Agreement;
(iv) Causing the Company or the MSA Provider on the Company’s behalf to prepare and submit all filings of any nature which are required to be made by the Company under any Applicable Laws;
(v) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to procure and maintain, or cause to be procured and maintained by the Company, all material Governmental Approvals and Permits (if any) required for the Company and the Projects, to the extent applicable;
(vi) Causing the Company or the MSA Provider on the Company’s behalf (as contemplated by the Maintenance Services Agreement) to comply with the terms and conditions of the Customer Agreements, the Transaction Documents, and all material Governmental Approvals, Permits and Applicable Laws;
(vii) Causing the Company, whether at the request of the Class A Member or otherwise, to enforce co...
Managing Member. 11.1 Notwithstanding any provision contained in Article 10 to the contrary, the daily affairs of the Company shall be conducted by the Managing Member who shall the power and authority to make ordinary and usual decisions concerning the business and affairs of the Company. The Managing Member shall have the power and authority, on behalf of the Company, to do the following:
(a) open one or more depository accounts and make deposits into and checks and withdrawals against such accounts;
(b) invest the capital resources of the Company, in amounts not to exceed one hundred and twenty-five percent (125%) of the capital of the Company without the prior consent of a majority in interest of the Members, in stocks, bonds and other securities of publically traded companies (collectively "Permitted Investments"), including the ability to buy, sell, exchange, swap or transfer such securities;
(c) open one or more cash or margin brokerage accounts in the name of the Company for purposes of making Permitted Investments;
(d) obtain insurance covering the business and affairs of the Company;
(e) commence, prosecute or defend any proceeding in the Company's name; and
(f) enter into any and all agreements and execute any and all contracts, documents and instruments necessary or required to effectuate the foregoing.
11.2 Notwithstanding any provision contained in this Operating Agreement to the contrary, it is specifically agreed between the Members that the Company shall make no investment in Cali Realty Corporation without the unanimous prior consent of all Members.
(a) The Managing Member shall perform and discharge his duties as a manager in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances, and in a manner he reasonably believes to be in the best interests of the Company. The Managing Member shall not be liable for any monetary damages to the Company for any breach of such duties except for: receipt of a financial benefit to which the Manager is not entitled; voting for or assenting to a distribution to Members in violation of this Operating Agreement or the Act; a knowing violation of the Law; fraud; or a willful breach of fiduciary obligations owed to the Members.
(b) The Managing Member shall devote a significant amount of his time and efforts to furthering the business and investments of the Company and any other corporations and partnerships formed to invest in the stock in private and public compani...
Managing Member. Except as otherwise specifically provided in this Agreement, the Managing Member shall have the authority to, and shall, conduct the affairs of the Company.
Managing Member. (a) The business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to Officers or to others to act on behalf of the Company.
(b) Without limiting the foregoing provisions of this Section 3.01, the Managing Member shall have the general power to manage or cause the management of the Company (which may be delegated to Officers of the Company), including, without limitation, the following powers:
(i) to develop and prepare a business plan each year which will set forth the operating goals and plans for the Company;
(ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the Company;
(iii) to make any expenditures, to lend or borrow money, to assume or guarantee, or otherwise contract for, indebtedness and other liabilities, to issue evidences of indebtedness and to incur any other obligations;
(iv) to establish and enforce limits of authority and internal controls with respect to all personnel and functions;
(v) to engage attorneys, consultants and accountants for the Company;
(vi) to develop or cause to be developed accounting procedures for the maintenance of the Company’s books of account; and
(vii) to do all such other acts as shall be authorized in this Agreement or by the Members in writing from time to time.
Managing Member. Subject to the provisions of this Agreement, (i) the Company, and the Managing Member on behalf of the Company, may enter into and perform any and all documents, agreements and instruments contemplated hereby, all without any further act, vote or approval of any Member and (ii) the Managing Member may authorize any Person (including any Member or Officer) to enter into and perform any document on behalf of the Company.
Managing Member. (a) The Class B Equity Investor is hereby appointed by the Members as the initial Managing Member of the Company. Except as provided in Section 6.2 or as otherwise expressly provided herein, the Managing Member shall conduct, direct and exercise control over all activities of the Company, and shall have full power and authority on behalf of the Company to manage and administer the business and affairs of the Company and to do or cause to be done any and all acts considered by the Managing Member to be necessary or appropriate to conduct the business of the Company (including, without limitation, taking all necessary actions to cause the Company to, and to cause the Company to cause the Facility Company to, perform their respective obligations and enforce their respective rights under the Facility Documents to which it is a party and to otherwise carry out their respective purposes) without the need for approval by or any other consent from any Member, including, but not limited to, the authority to bind the Company in making contracts and incurring obligations in the Company’s name in the course of the Company’s business. Except to the extent that a Member is also the Managing Member or authority is delegated from the Managing Member, no Member shall have any authority to bind the Company.
(b) Notwithstanding any other provision of this Article VI, in the event of the occurrence of an Emergency, the Managing Member will be entitled, without having to obtain the consent of any other Member, to cause the Company to take any action that the Managing Member deems appropriate, consistent with prudent operating practices, in order to protect the interests of the Company or the Facility Company, or as required by Applicable Law (including causing the Facility Company to take any action that the Managing Member deems appropriate, consistent with prudent operating practices).
Managing Member. (i) Except for decisions or actions requiring the unanimous approval of the Members as provided by non-waivable provisions of the Act or applicable law, (A) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managing Member and (B) the Managing Member may make all decisions and take all actions for the Company as in its sole discretion it deems necessary or appropriate to carry out the purposes for which the Company is being formed under this Agreement and to further the interests of the Members.
Managing Member. (a) Managing Member shall, subject to the limitations set forth in Sections 9.3 and 9.4, be empowered to set policy for and to make all decisions in respect of the Company and to make all decisions regarding those matters, and to perform any and all other acts or activities incident thereto. CWI shall serve as Managing Member until its removal which shall only be permitted upon the earlier of (i) the resignation or voluntary disassociation of Managing Member from the Company; (ii) the judgment or final adjudication (in a procedure described in this Section 9.1) of Managing Member as having committed fraud, theft or misappropriation of funds in the performance of (or failure to perform) the obligations of Managing Member under this Agreement which has a material adverse effect on the Company; or (iii) the filing by Managing Member of a voluntary petition in Bankruptcy or the failure by Managing Member to cause an involuntary filing of Bankruptcy against Managing Member to be dismissed within one hundred twenty (120) days after the filing thereof; or (iv) the gift, assignment, hypothecation, sale or other transfer of one hundred percent (100%) of CWI’s direct Membership Interests in the Company or the closing of any purchase of one hundred percent (100%) of CWI’s Membership Interest by AM pursuant to and in accordance with Section 10.3. Managing Member’s service may not be terminated in any other way. Notwithstanding anything to the contrary set forth in this Agreement, except in the event of fraud, theft or misappropriation of funds by Managing Member, the removal of Managing Member shall be the Members’ sole and exclusive remedy and all other rights and remedies are hereby and irrevocably waived by the Members.
(b) If a Member believes that Managing Member has committed fraud, theft or misappropriation of funds in the performance of (or failure to perform) the obligations of Managing Member under this Agreement, such Member may deliver written notice to Managing Member setting forth in reasonable detail the basis for that determination and, if Managing Member does not resign, submit the same to arbitration pursuant to Section 9.11. Upon a final decision or judgment of the arbitrator(s) that Managing Member committed fraud, theft or misappropriation of funds in the performance of (or failure to perform) the obligations of Managing Member under this Agreement (but expressly excluding the acts of a rogue employee of Managing Member who was not acting at the e...
