Common use of Member-Managed Decisions Clause in Contracts

Member-Managed Decisions. Notwithstanding anything herein to the contrary, the Sole Member shall have exclusive management authority over the internal business and affairs of the Company that do not relate to management and control of the Partnership and its Subsidiaries. For illustrative purposes, the internal business and affairs of the Company where the Sole Member shall have exclusive management authority include the following: (i) the commencement of any action relating to bankruptcy, insolvency, reorganization or relief of debtors by the Company or a material Subsidiary thereof; (ii) a merger, consolidation, recapitalization, conversion or similar transaction involving the Company; (iii) the termination, dissolution or liquidation of the Company; (iv) the amount and timing of distributions paid by the Company; (v) the issuance or repurchase of any equity interests in the Company; (vi) the prosecution, settlement or management of any claim made directly against the Company; (vii) the decision to sell, convey, transfer or pledge any asset of the Company; (viii) the decision to amend, modify or waive any rights relating to the assets of the Company (including its interests in the Partnership and its Subsidiaries); (ix) the making of, or the consent to, a general assignment for the benefit of the creditors of the Company; and (x) the decision to enter into any agreement to incur an obligation of the Company other than an agreement entered into for and on behalf of the Partnership or its Subsidiaries for which the Company is liable exclusively by virtue of the Company’s capacity as general partner of the Partnership or of any of its Subsidiaries. In addition, notwithstanding anything herein to the contrary, the Sole Member shall have exclusive authority to cause the Company to exercise the rights of the Company as general partner of the Partnership (or those exercisable after the Company ceases to be the general partner of the Partnership) where (a) the Company makes a determination or takes or declines to take any other action in its individual capacity under the Partnership Agreement, as opposed to its capacity as the general partner of the Partnership or (b) where the Partnership Agreement permits the Company to make a determination or take or decline to take any other action in its sole discretion. For illustrative purposes, a list of provisions where the Company would be acting in its individual capacity or is permitted to act in its sole discretion under the Partnership Agreement is contained in Appendix A hereto.

Member-Managed Decisions. Notwithstanding anything herein to the contrary, the Sole Managing Member shall have exclusive management authority over the internal business and affairs of the Company that do not relate to management and control of the Partnership and its Subsidiariessubsidiaries. For illustrative purposes, the internal business and affairs of the Company where the Sole Managing Member shall have exclusive management authority include the following: (i) the commencement of any action relating to bankruptcy, insolvency, reorganization or relief of debtors by the Company or a material Subsidiary thereof; (ii) a merger, consolidation, recapitalization, conversion or similar transaction involving the Company; (iii) the termination, dissolution or liquidation of the Company; (iv) the amount and timing of distributions paid by the Company; , (vii) the issuance or repurchase of any equity interests in the Company; , including the granting of Class B Units pursuant to an Incentive Award Agreement, (viiii) the prosecution, settlement or management of any claim made directly against the Company; , (viiiv) the decision to sell, convey, transfer or pledge any asset of the Company; , (viiiv) the decision to amend, modify or waive any rights relating to the assets of the Company (including its interests in the Partnership and its Subsidiaries); (ix) the making of, or the consent to, a general assignment for the benefit of the creditors of the Company; and (xvi) the decision to enter into any agreement to incur an obligation of the Company other than an agreement entered into for and on behalf of the Partnership or its Subsidiaries for which the Company is liable exclusively by virtue of the Company’s capacity as general partner of the Partnership or of any of its SubsidiariesAffiliates. In addition, notwithstanding anything herein to the contrary, the Sole Managing Member shall have exclusive authority to cause the Company to exercise the rights of the Company as general partner of the Partnership (or those exercisable after the Company ceases to be the general partner of the Partnership) where (a1) the Company makes a determination or takes or declines to take any other action in its individual capacity under the Partnership Agreement, as opposed to its capacity as the general partner of the Partnership or (b2) where the Partnership Agreement permits the Company to make a determination or take or decline to take any other action in its sole discretion. For illustrative purposes, a list of provisions where the Company would be acting in its individual capacity or is permitted to act in its sole discretion under the Partnership Agreement is contained in Appendix Exhibit A hereto.

Member-Managed Decisions. Notwithstanding anything herein to the contrary, the Sole Member shall have exclusive management authority over the internal business and affairs of the Company that do not relate to management and control of the Partnership and its Subsidiariessubsidiaries. For illustrative purposes, the internal business and affairs of the Company where the Sole Member shall have exclusive management authority include the following: (i) the commencement of any action relating to bankruptcy, insolvency, reorganization or relief of debtors by the Company or a material Subsidiary thereof; (ii) a merger, consolidation, recapitalization, conversion or similar transaction involving the Company; (iii) the termination, dissolution or liquidation of the Company; (iv) the amount and timing of distributions paid by the Company; , (vii) the issuance or repurchase of any equity interests in the Company; , (viiii) the prosecution, settlement or management of any claim made directly against the Company; , (viiiv) the decision to sell, convey, transfer or pledge any asset of the Company; , (viiiv) the decision to amend, modify or waive any rights relating to the assets of the Company (including its interests the decision to amend or forego distributions in the Partnership and its Subsidiaries); (ix) the making of, or the consent to, a general assignment for the benefit respect of the creditors of the Company; Incentive Distribution Rights), and (xvi) the decision to enter into any agreement to incur an obligation of the Company other than an agreement entered into for and on behalf of the Partnership or its Subsidiaries for which the Company is liable exclusively by virtue of the Company’s capacity as general partner of the Partnership or of any of its SubsidiariesAffiliates. In addition, notwithstanding anything herein to the contrary, the Sole Member shall have exclusive authority to cause the Company to exercise the rights of the Company as general partner of the Partnership (or those exercisable after the Company ceases to be the general partner of the Partnership) where (a) the Company makes a determination or takes or declines to take any other action in its individual capacity under the Partnership Agreement, as opposed to its capacity as Agreement or the general partner of the Partnership Contribution Agreement or (b) where the Partnership Agreement or the Contribution Agreement permits the Company to make a determination or take or decline to take any other action in its sole discretion. For illustrative purposes, a list of provisions where the Company would be acting in its individual capacity or is permitted to act in its sole discretion under the Partnership Agreement is contained in Appendix A hereto.