Common use of Managing Member Delegation of Authority and Duties Clause in Contracts

Managing Member Delegation of Authority and Duties. (a) Except as otherwise required by the Act, the business and affairs of the Company shall be managed by a Member (the "Managing Member") who shall at all times be subject to the direction of the Board. CVC is hereby appointed as the initial Managing Member of the Company and, in such capacity, shall manage the Company in accordance with this Agreement. The actions of the Managing Member taken in such capacity and in accordance with this Agreement shall bind the Company and no other Member, subject to Section 6.1(b), shall have the ability to bind the Company. (b) Under the direction of the Board the Managing Member shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business, operations and affairs of the Company and to take all such actions as he or it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. Subject to the provisions of this Agreement, the Managing Member shall have general and active management of the business and operations of the Company. In addition, the Managing Member shall have such other powers and duties as may be prescribed by the Board or this Agreement. The Managing Member shall have the power and authority to delegate to the Executives or other officers, agents or employees of the Company the Managing Member's rights and powers to manage and control the business and affairs of the Company, as the Managing Member may deem appropriate from time to time. Subject to the limitations set forth herein, the Managing Member or the Board may authorize any Person to enter into and perform under any document on behalf of the Company. (c) The Board shall have the sole authority to remove the Managing Member with or without Cause and to replace the removed Managing Member, and any such removal shall be effective upon the Board's action. If such Managing Member resigns and the business of the Company is continued as provided in Section 12.1(a) hereof, the Board shall have the sole authority to replace the Managing Member. The Board shall have the sole authority to terminate the employment of the Executives in accordance with the terms and conditions of the Employment Agreements, and any such termination shall be effective upon the Board's action. (d) The Managing Member may resign at any time by giving written notice to that effect to the Board. Unless otherwise directed by the Board, any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. The effect of such resignation shall be as set forth in Sections 6.3 and 7.4 below.

Managing Member Delegation of Authority and Duties. (a) Except as otherwise required by the Act, the business and affairs of the Company shall be managed by a Member (the "Managing Member") who shall at all times be subject to the direction of the Board. CVC is Charxxx Xxxxxxxxxx xx hereby appointed as the initial Managing Member of the Company and, in such capacity, shall manage the Company in accordance with this Agreement. The actions of the Managing Member taken in such capacity and in accordance with this Agreement shall bind the Company and no other Member, subject to Section 6.1(b), shall have the ability to bind the Company. (b) Under the direction of the Board the Managing Member shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business, operations and affairs of the Company and to take all such actions as he or it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. Subject to the provisions of this Agreement, the Managing Member shall have general and active management of the business and operations of the Company. In addition, the Managing Member shall have such other powers and duties as may be prescribed by the Board or this Agreement. The Managing Member shall have the power and authority to delegate to the Executives or other officers, agents or employees of the Company the Managing Member's rights and powers to manage and control the business and affairs of the Company, as the Managing Member may deem appropriate from time to time. Subject to the limitations set forth herein, the Managing Member or the Board may authorize any Person to enter into and perform under any document on behalf of the Company.the (c) The Board shall have the sole authority to remove the Managing Member with or without Cause and to replace the removed Managing Member, and any such removal shall be effective upon the Board's action. If such Managing Member resigns and the business of the Company is continued as provided in Section 12.1(a12.1(c) hereof, the Board shall have the sole authority to replace the Managing Member. The Board shall have the sole authority to terminate the employment of the Executives in accordance with the terms and conditions of the Employment Agreements, and any such termination shall be effective upon the Board's action. (d) The Managing Member may resign at any time by giving written notice to that effect to the Board. Unless otherwise directed by the Board, any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. The effect of such resignation shall be as set forth in Sections 6.3 and 7.4 below.

Managing Member Delegation of Authority and Duties. (a) Except as otherwise required by the Act, the business and affairs of the Company shall be managed by a Member (the "Managing Member") who shall at all times be subject to the direction of the Board. CVC is Charxxx Xxxxxxxxxx xx hereby appointed as the initial Managing Member of the Company and, in such capacity, shall manage the Company in accordance with this Agreement. The actions of the Managing Member taken in such capacity and in accordance with this Agreement shall bind the Company and no other Member, subject to Section 6.1(b), shall have the ability to bind the Company. (b) Under the direction of the Board the Managing Member shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business, operations and affairs of the Company and to take all such actions as he or it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. Subject to the provisions of this Agreement, the Managing Member shall have general and active management of the business and operations of the Company. In addition, the Managing Member shall have such other powers and duties as may be prescribed by the Board or this Agreement. The Managing Member shall have the power and authority to delegate to the Executives or other officers, agents or employees of the Company the Managing Member's rights and powers to manage and control the business and affairs of the Company, as the Managing Member may deem appropriate from time to time. Subject to the limitations set forth herein, the Managing Member or the Board may authorize any Person to enter into and perform under any document on behalf of the Company. (c) The Board shall have the sole authority to remove the Managing Member with or without Cause and to replace the removed Managing Member, and any such removal shall be effective upon the Board's action. If such Managing Member resigns and the business of the Company is continued as provided in Section 12.1(a) hereof, the Board shall have the sole authority to replace the Managing Member. The Board shall have the sole authority to terminate the employment of the Executives in accordance with the terms and conditions of the Employment Agreements, and any such termination shall be effective upon the Board's action.the (d) The Managing Member may resign at any time by giving written notice to that effect to the Board. Unless otherwise directed by the Board, any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. The effect of such resignation shall be as set forth in Sections 6.3 and 7.4 below.

Managing Member Delegation of Authority and Duties. (a) Except as otherwise required by the Act, the business and affairs of the Company shall be managed by a Member (the "Managing Member") who shall at all times be subject to the direction of the Board. CVC is Charxxx Xxxxxxxxxx xx hereby appointed as the initial Managing Member of the Company and, in such capacity, shall manage the Company in accordance with this Agreement. The actions of the Managing Member taken in such capacity and in accordance with this Agreement shall bind the Company and no other Member, subject to Section 6.1(b), shall have the ability to bind the Company. (b) Under the direction of the Board the Managing Member shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business, operations and affairs of the Company and to take all such actions as he or it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. Subject to the provisions of this Agreement, the Managing Member shall have general and active management of the business and operations of the Company. In addition, the Managing Member shall have such other powers and duties as may be prescribed by the Board or this Agreement. The Managing Member shall have the power and authority to delegate to the Executives or other officers, agents or employees of the Company the Managing Member's rights and powers to manage and control the business and affairs of the Company, as the Managing Member may deem appropriate from time to time. Subject to the limitations set forth herein, the Managing Member or the Board may authorize any Person to enter into and perform under any document on behalf of the Company. (c) The Board shall have the sole authority to remove the Managing Member with or without Cause and to replace the removed Managing Member, and any such removal shall be effective upon the Board's action. If such Managing Member resigns and the business of the Company is continued as provided in Section 12.1(a12.1(c) hereof, the Board shall have the sole authority to replace the Managing Member. The Board shall have the sole authority to terminate the employment of the Executives in accordance with the terms and conditions of the Employment Agreements, and any such termination shall be effective upon the Board's action. (d) The Managing Member may resign at any time by giving written notice to that effect to the Board. Unless otherwise directed by the Board, any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. The effect of such resignation shall be as set forth in Sections 6.3 and 7.4 below.