Common use of Members, Board of Managers and Executive Committee Clause in Contracts

Members, Board of Managers and Executive Committee. 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, provided that such rights and powers shall be exercised on behalf of the Board of Managers exclusively by the Executive Committee, except to the extent (i) such delegation of authority would not be permitted under applicable Law (assuming for this purposes that the Company is a Delaware corporation) and (ii) the power and authority is reserved to another existing committee of the Board of Managers under its existing charter, provided further that if the Executive Committee is dissolved in accordance with Section 6.1(c), all such powers and rights will be exercised by the Board of Managers. For the avoidance of doubt, any references in this Agreement granting permission or authority to the Board of Managers shall be deemed to refer to the Executive Committee (even if not included in such reference) to the extent consistent with the first proviso in the immediately preceding sentence. 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 or the Executive Committee, 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 or the Executive Committee, as the case may be, on such act or matter. Each Class A Unitholder shall have one vote for each Class A Unit held by such Unitholder. Holders of SFRO Preferred Units, Preferred Units and Incentive 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 or the Executive Committee, as applicable, 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, Board of Managers and Executive Committee. 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, provided that such rights and powers shall be exercised on behalf of the Board of Managers exclusively by the Executive Committee, except to the extent (i) such delegation of authority would not be permitted under applicable Law (assuming for this purposes that the Company is a Delaware corporation) and (ii) the power and authority is reserved to another existing committee of the Board of Managers under its existing chartercharter , provided further that if the Executive Committee is dissolved in accordance with Section 6.1(c), all such powers and rights will be exercised by the Board of Managers. For the avoidance of doubt, any references in this Agreement granting permission or authority to the Board of Managers shall be deemed to refer to the Executive Committee (even if not included in such reference) to the extent consistent with the first proviso in the immediately preceding sentence. 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 or the Executive Committee, 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 or the Executive Committee, as the case may be, on such act or matter. Each Class A Unitholder shall have one vote for each Class A Unit held by such Unitholder. Holders of SFRO Preferred Units, Preferred Units and Incentive 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 or the Executive Committee, as applicable, 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.