Members and Board of Managers. The Members shall possess all rights and powers as provided in the Act and otherwise by applicable law. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of Managers of all such powers and rights conferred on them by the Act with respect to the management and control of the Company. Notwithstanding the foregoing and except as explicitly set forth in this Agreement, if a vote, consent or approval of the Members is required by the Act or other applicable law with respect to any act to be taken by the Company or matter considered by the Board of Managers, each Member agrees that it shall be deemed to have consented to or approved such act or voted on such matter in accordance with a vote of the Board of Managers on such act or matter. Each Class A Unitholder shall have one vote for each Class A Unit held by such Unitholder. Holders of Preferred Units, Class MEP Units, Class EMEP Units, Class G Units and Class L Units shall not have the right to vote on any matter unless such right is expressly provided herein. If a vote, consent or approval of the Members is required by this Agreement, only the Class A Members shall be entitled to vote, consent or approve unless a right to vote, consent or approve is expressly provided herein to any other Member. Unless otherwise set forth in this Agreement, any vote, consent or approval of any class of Units required by this Agreement shall require a majority of the voting power of the applicable Units. No Member, in its capacity as a Member, shall have any power to act for, sign for or do any act that would bind the Company. The Members, acting through the Board of Managers, shall devote such time and effort to the affairs of the Company as they may deem appropriate for the oversight of the management and affairs of the Company. Each Member acknowledges and agrees that no Member shall, in its capacity as a Member, be bound to devote all of such Member’s business time to the affairs of the Company, and that each Member and such Member’s Affiliates do and will continue to engage for such Member’s own account and for the account of others in other business ventures.
Members and Board of Managers. This Agreement and the Ancillary Documents, when executed and delivered by Seller, will be duly and validly executed and delivered and will be the valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. Neither the execution and delivery of this Agreement or the Ancillary Documents by Seller, nor the performance by Seller of its obligations under this Agreement, will (i) violate the Certificates of Incorporation and Bylaws of SMI and IMS or the Certificate of Formation and Operating Agreement of SE, (ii) result in a material violation or breach of, or permit any third party to rescind any term or provision of, or constitute a default under, any loan, note, indenture, mortgage, deed of trust, security agreement, lease or material contract, license, lease or other agreement to which Seller is a party or by which Seller or any of the Assets is bound or (iii) violate any law, statute, rule or regulation or order, writ, judgment, injunction or decree of any court, administrative agency or government body applicable to the Seller or the Enhancer Business.
