Common use of Officers and Authorized Persons Clause in Contracts

Officers and Authorized Persons. (a) The Manager may, from time to time as it deems advisable, appoint officers or other agents of the Company (such officers and agents, the “Authorized Persons” and each of them, an “Authorized Person”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person; provided that an Authorized Person need not have a title. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office; provided, however, that no Authorized Person shall be permitted to take any action on behalf of the Company without the prior written consent of the Manager. Any delegation pursuant to this Section 4.7 may be revoked at any time by the Manager. (b) The Manager hereby designates and appoints Xxxxxxxx X. Xxxxxx as the President and Chief Executive Officer of the Company for the purposes set forth in Section 4.7(a). (c) The Company is hereby authorized to execute, deliver and perform, and the Manager and any Authorized Person (solely to the extent directed by the Manager in writing), acting alone on behalf of the Company, is hereby authorized to execute and deliver, in the name of the Company, any and all other agreements, certificates, instruments, amendments or other documents to be executed and delivered by the Company, in its own capacity or in any other authorized capacity, all without any further act, vote or approval of any Member or any other person or entity notwithstanding any other provision of this Agreement. Notwithstanding any provisions of this Agreement, the Manager and any Authorized Person (solely to the extent directed by the Manager in writing) shall have the right to act for and bind the Company and may execute and deliver any document, instrument or contract on behalf of the Company without any vote or consent of any Member or other person or entity.

Officers and Authorized Persons. (a) The Manager mayBoard of Directors may designate one or more individuals as officers or agents of the Company, who may but need not have titles, and shall exercise and perform such powers and duties as shall be assigned and delegated to them from time to time as it deems advisable, appoint officers by the Board of Directors. Any such officer or other agents of the Company agent (such officers and agents, the “Authorized Persons” and each of them, an “Authorized Person”) may be removed by the decision of the Board of Directors at any time, with or without cause. Each officer shall hold office until his or her successor is elected and assign qualified, unless earlier removed in writing titles (including, without limitation, President, Vice President, Secretary, accordance with this Section 4.7. Any number of offices may be held by the same individual. The salaries and Treasurer) to any such person; provided that an Authorized Person need not have a title. Unless the Manager decides otherwiseother compensation, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Actany, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office; provided, however, that no Authorized Person Persons shall be permitted to take any action on behalf of the Company without the prior written consent of the Manager. Any delegation pursuant to this Section 4.7 may be revoked at any time fixed by the ManagerBoard of Directors in its sole discretion. (b) The Manager Authorized Persons, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board of Directors not inconsistent with this Agreement, are agents of the Company for the purpose of the Company's business and the actions of the Authorized Persons taken in accordance with such powers shall bind the Company. (c) The Board of Directors hereby designates and appoints Xxxxxxxx Xxxxxx X. Xxxxxx as the President and Chief Executive Officer initial Authorized Person of the Company for the purposes set forth in Section 4.7(aSections 4.7(d). (cd) The Company is hereby authorized to execute, deliver and perform, and the Manager and any Xxxxxx Xxxxxx, as an Authorized Person (solely to the extent directed by the Manager in writing)Person, acting alone on behalf of the Company, is hereby authorized to execute and deliver, in the name of the Company, any and all other agreements, certificates, instruments, amendments or other documents to be executed and delivered by the Company, in its own capacity or in any other authorized capacity, all without any further act, vote or approval of any Member or any other person or entity notwithstanding any other provision of this Agreement. Notwithstanding any provisions of this Agreement, the Manager Board of Directors and any Authorized Person (solely to the extent directed by the Manager in writing) shall have the right to act for and bind the Company and may execute and deliver any document, instrument or contract on behalf of the Company without any vote or consent of any Member or other person or entity.

Officers and Authorized Persons. (a) The Manager mayGeneral Partner may appoint such individuals as the General Partner may deem necessary or advisable as officers of the Partnership to manage the day-to-day business affairs of the Partnership (each, an “Officer”), which may include a Chief Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the General Partner may from time to time as it deems advisable, appoint officers appoint. Two or other agents of more offices may be held by the Company (same person. Each such officers Officer shall have delegated to him or her the authority and agents, the “Authorized Persons” power to execute and each of them, an “Authorized Person”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person; provided that an Authorized Person need not have a title. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office; provided, however, that no Authorized Person shall be permitted to take any action deliver on behalf of the Company without Partnership (and to cause the prior Partnership to perform) any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the General Partner deems necessary or appropriate, all as may be set forth in this Agreement or in a written consent delegation of authority executed by the General Partner or any parent company that, directly or indirectly, controls the General Partner (which for purposes of this Agreement shall be deemed to have been adopted by the General Partner). The Officers shall serve at the pleasure of the ManagerGeneral Partner, and the General Partner may remove any person as an Officer, appoint additional persons as Officers and add or remove from the delegation of authority of an Officer as the General Partner deems necessary or desirable. Any As of the Effective Date, the Officers shall be as set forth on Schedule I. The duties and powers of the Officers shall be as follows: (i) The President shall be the chief executive officer of the Partnership unless the General Partner designates any other officer as chief executive officer. Subject to any applicable delegation pursuant to this Section 4.7 of authority adopted by the General Partner or as otherwise provided by law, the chief executive officer shall have general executive charge, management and control of the properties, business and operations of the Partnership with all such powers as may be revoked at any reasonably incident to such responsibilities; he or she may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Partnership; and shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the ManagerGeneral Partner. (ii) Subject to any applicable delegation of authority adopted by the General Partner or as otherwise provided by law, the President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Partnership; and he or she shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the General Partner. (iii) The Chief Financial Officer shall have overall supervision of the financial operations of the Partnership, and, subject to any applicable delegation of authority adopted by the General Partner, he or she shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the chief executive officer or the General Partner. He or she shall perform all acts incident to the position of Chief Financial Officer, subject to the authority of the chief executive officer and the General Partner. (iv) Each Vice President shall, subject to any applicable delegation of authority adopted by the General Partner, have such powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the chief executive officer or the General Partner or as shall be prescribed by his or her superior officer. (v) The Treasurer, if any, shall have responsibility for the custody and control of all the funds and securities of the Partnership, and, subject to any applicable delegation of authority adopted by the General Partner, he or she shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the chief executive officer or the General Partner. He or she shall perform all acts incident to the position of Treasurer, subject to the authority of the chief executive officer and the General Partner. (vi) Subject to any applicable delegation of authority adopted by the General Partner, the Secretary shall keep the minutes of all meetings of the Partners, in books provided for that purpose; he or she shall attend to the giving and serving of all notices hereunder; he or she shall authenticate and certify records and proceedings of the Partnership, shall keep accurate partnership records for the Partnership; he or she shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the chief executive officer or the General Partner; and he or she shall in general perform all acts incident to the office of Secretary, subject to the authority of the chief executive officer and the General Partner. (b) The Manager hereby designates and appoints Xxxxxxxx X. Xxxxxx as In addition to or in lieu of Officers, the President and Chief Executive Officer General Partner may authorize any person to take any action or perform any duties on behalf of the Company for Partnership (including any action or duty reserved to any particular Officer) and any such person may be referred to as an “authorized person.” An employee or other agent of the purposes set forth in Section 4.7(a)Partnership shall not be an authorized person unless specifically appointed as such by the General Partner. (c) The Company is hereby authorized Any Officer may resign at any time by giving written notice of such resignation to executethe General Partner. Unless otherwise specified in such written notice, deliver and perform, such resignation shall take effect upon receipt thereof by the General Partner and the Manager acceptance of such resignation shall not be necessary to make it effective. (d) For purposes hereof, “Organizational Documents” means, with respect to any corporation, its articles or certificate of incorporation and bylaws; with respect to any Authorized Person (solely limited liability company, its articles or certificate of organization or formation and its operating agreement or limited liability company agreement or documents of similar substance; with respect to the extent directed by the Manager in writing)any limited partnership, acting alone on behalf its certificate of limited partnership and partnership agreement or governing or organizational documents of similar substance; and with respect to any other entity, governing or organizational documents of similar substance to any of the Company, is hereby authorized to execute and deliver, in the name of the Company, any and all other agreements, certificates, instruments, amendments or other documents to be executed and delivered by the Company, in its own capacity or in any other authorized capacity, all without any further act, vote or approval of any Member or any other person or entity notwithstanding any other provision of this Agreement. Notwithstanding any provisions of this Agreement, the Manager and any Authorized Person (solely to the extent directed by the Manager in writing) shall have the right to act for and bind the Company and may execute and deliver any document, instrument or contract on behalf of the Company without any vote or consent of any Member or other person or entityforegoing.

Officers and Authorized Persons. (a) The Manager maymay designate one or more individuals as officers or agents of the Company, who may but need not have titles, and shall exercise and perform such powers and duties as shall be assigned and delegated to them from time to time as it deems advisableby the Manager. Subject to Section 4.5(c), appoint officers any such officer or other agents of the Company agent (such officers and agents, the “Authorized Persons” and each of them, an “Authorized Person”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person; provided that an Authorized Person need not have a title. Unless may be removed only by the decision of the Manager decides otherwiseat any time, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office; provided, however, that no or without cause. Each Authorized Person shall be permitted to take any action on behalf of the Company without the prior written consent of the Managerhold office until his or her successor is elected and qualified, unless earlier removed in accordance with this Section 4.5. Any delegation pursuant to this Section 4.7 number of offices may be revoked at any time held by the Managersame individual. (b) The Authorized Persons, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Manager hereby designates and appoints Xxxxxxxx X. Xxxxxx as the President and Chief Executive Officer not inconsistent with this Agreement, are agents of the Company for the purposes set forth purpose of the Company’s business and the actions of the Authorized Persons taken in Section 4.7(a)accordance with such powers shall bind the Company. (c) The Company is hereby authorized appoints the Persons set forth on Schedule 4.5(c) hereto as Authorized Persons with the officer titles set forth on such schedule (the Authorized Persons set forth on such schedule, as updated from time to executetime by the Manager, deliver the “Officers”). The Company has entered into an employment agreement with such Officers (each, as may be amended from time to time, an “Employment Agreement”). The Officers shall have the non-exclusive right, power and performauthority, and the Manager duty, to manage the day-to-day business and affairs of the Company in accordance with this Agreement, any Authorized Person delegation of authority by the Manager, and the terms of their respective Employment Agreements (solely to the extent directed by the Manager an Employment Agreement is then in writingeffect), acting alone on behalf and in each case in a manner consistent with the Budget. Each Officer shall be automatically removed as an Authorized Person of the Company, is hereby authorized to execute and deliver, in Company immediately upon termination of his or her employment with the name of the Company, any and all other agreements, certificates, instruments, amendments or other documents to be executed and delivered by the CompanyEmployer. Each Officer, in its own capacity or as an Officer, accepts and agrees to perform its duties and undertake its responsibilities set forth in this Agreement and any other authorized capacityreasonable delegation of authority by the Manager, and in all cases to act in good faith and in the best interests of the Company and (without any further actlimiting the generality of the foregoing) to exercise commercially reasonable efforts to carry out the intents and purposes if this Agreement. HC2 shall continuously maintain directors and officers insurance, vote or approval with an amount of any Member coverage and terms that are no less favorable for DP and CEP than the directors and officers insurance coverage in place for HC2 or any other person subsidiaries of HC2, for the benefit of each DP and CEP, as current or entity notwithstanding former Officers and in respect of any other provision of current or former role at a Portfolio Company held by them in accordance with this Agreement. Notwithstanding any provisions of this Agreement, the Manager and any Authorized Person (solely to the extent directed by the Manager in writing) shall have the right to act for and bind the Company and may execute and deliver any document, instrument or contract on behalf of the Company without any vote or consent of any Member or other person or entity.

Officers and Authorized Persons. (a) The Manager Required Members may, from time to time as it deems they deem advisable, appoint officers or other agents of the Company (such officers and agents, the “Authorized Persons” and each of them, an “Authorized Person”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person; provided that an Authorized Person need not have a title. Unless the Manager decides Required Members decide otherwise, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office; provided, however, that no Authorized Person shall be permitted to take any action on behalf of the Company without the prior written consent of the ManagerRequired Members. Any delegation pursuant to this Section 4.7 may be revoked at any time by the ManagerRequired Members. (b) The Manager Required Members hereby designates designate and appoints appoint Xxxxxxxx X. Xxxxxx as the President and Chief Executive Officer of the Company and Xxxxxxx X. Xxxxxxxxxx as Vice President and Chief Financial Officer of the Company for the purposes set forth in Section 4.7(a4.7(c). (c) The Company is hereby authorized to execute, deliver and perform, and the Manager Required Members and any Authorized Person (solely to the extent directed by the Manager Required Members in writing), acting alone on behalf of the Company, is hereby authorized to execute and deliver, in the name of the Company, any and all other agreements, certificates, instruments, amendments or other documents to be executed and delivered by the Company, in its own capacity or in any other authorized capacity, all without any further act, vote or approval of any Member or any other person or entity notwithstanding any other provision of this Agreement. Notwithstanding any provisions of this Agreement, the Manager Required Members and any Authorized Person (solely to the extent directed by the Manager Required Members in writing) shall have the right to act for and bind the Company and may execute and deliver any document, instrument or contract on behalf of the Company without any vote or consent of any Member or other person or entity.

Officers and Authorized Persons. (a) The Manager maymay designate one or more individuals as officers or agents of the Company, who may but need not have titles, and shall exercise and perform such powers and duties as shall be assigned and delegated to them from time to time as it deems advisable, appoint officers by the Manager. Any such officer or other agents of the Company agent (such officers and agents, the “Authorized Persons” and each of them, an “Authorized Person”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person; provided that an Authorized Person need not have a title. Unless may be removed by the decision of the Manager decides otherwiseat any time, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office; provided, however, that no or without cause. Each Authorized Person shall be permitted to take any action on behalf of the Company without the prior written consent of the Managerhold office until his or her successor is elected and qualified, unless earlier removed in accordance with this Section 4.2. Any delegation pursuant to this Section 4.7 number of offices may be revoked at any time held by the Managersame individual. (b) The Authorized Persons, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Manager not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business, and the actions of the Authorized Persons taken in accordance with such powers shall bind the Company. (c) The Manager hereby designates and appoints Xxxxxxxx Sxxxxx X. Xxxxxx (with the titles “President” and “Authorized Person”) and Nxxxxxxx X. Xxxxxx (with the titles “Vice President” and “Authorized Person”) as the President and Chief Executive Officer initial Authorized Persons of the Company for the purposes set forth in Section 4.7(a4.2(d). (cd) The Company is hereby authorized to executeEach of Sxxxxx X. Xxxxxx and Nxxxxxxx X. Xxxxxx, deliver and perform, and the Manager and any each as an Authorized Person (solely to the extent directed by the Manager in writing)Person, acting alone on behalf of the Company, is hereby authorized (solely to the extent of the Manager’s powers set forth in, and to the extent not inconsistent with the terms of, this Agreement) to execute and deliver, in the name of the Company, any and all other agreements, certificates, instruments, amendments or other documents to be executed and delivered by the Company, in its own capacity or in any other authorized capacity, all without any further act, vote or approval of any Manager, Member or any other person or entity notwithstanding Person. (e) Notwithstanding any other provision of this AgreementAgreement or anything to the contrary existing at law, in equity, or otherwise, each of the Authorized Persons and officers, of the Company shall, to the fullest extent permitted by law, owe no duties (including fiduciary duties) to the Company or the Members. Notwithstanding To the fullest extent permitted by Delaware law, this Agreement eliminates any provisions of this Agreement, the Manager and fiduciary duties that any Authorized Person (solely to the extent directed by the Manager in writing) shall have the right to act for and bind the Company and may execute and deliver any document, instrument or contract on behalf officer of the Company without any vote has to the Company or consent of any Member or other person or entitythe Members.

Officers and Authorized Persons. (a) The Manager mayMember may appoint one or more officers of the Company (each, an “Officer”), which may include a Chief Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Member may from time to time as it deems advisable, appoint officers appoint. Two or other agents of more offices may be held by the Company (same person. Each such officers Officer shall have delegated to him or her the authority and agents, the “Authorized Persons” power to execute and each of them, an “Authorized Person”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person; provided that an Authorized Person need not have a title. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office; provided, however, that no Authorized Person shall be permitted to take any action deliver on behalf of the Company without (and to cause the prior Company to perform) any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the Member deems necessary or appropriate, all as may be set forth in this Agreement or in a written consent delegation of authority executed by the Member or as may otherwise be incident to the authority of such office. The Officers shall serve at the pleasure of the ManagerMember, and the Member may remove any person as an Officer, appoint additional persons as Officers and add or remove from the delegation of authority of an Officer as the Member deems necessary or desirable. Any delegation pursuant to this Section 4.7 may As of the Effective Date, the Officers shall be revoked at any time by as set forth on Schedule I. The duties and powers of the Manager.Officers shall include: (bi) The Manager hereby designates and appoints Xxxxxxxx X. Xxxxxx as President shall be the President and Chief Executive Officer chief executive officer of the Company for unless the purposes set forth in Section 4.7(a). (c) The Company is hereby authorized Member designates any other officer as chief executive officer. Subject to execute, deliver and perform, and the Manager and any Authorized Person (solely to the extent directed applicable delegation of authority adopted by the Manager in writing)Member or as otherwise provided by law, acting alone on behalf the chief executive officer shall have general executive charge, management and control of the Companyproperties, is hereby authorized business and operations of the Company with all such powers as may be reasonably incident to such responsibilities; he or she may agree upon and execute all leases, contracts, evidences of indebtedness and deliver, other obligations in the name of the Company; and shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the Member. (ii) Subject to any applicable delegation of authority adopted by the Member or as otherwise provided by law, the President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Company; and he or she shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the Member. (iii) The Chief Financial Officer shall have overall supervision of the financial operations of the Company, and, subject to any applicable delegation of authority adopted by the Member, he or she shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the chief executive officer or the Member. He or she shall perform all acts incident to the position of Chief Financial Officer, subject to the authority of the chief executive officer. (iv) Each Vice President shall, subject to any applicable delegation of authority adopted by the Member, have such powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the chief executive officer or the Member or as shall be prescribed by his or her superior officer. (v) The Treasurer, if any, shall have responsibility for the custody and control of all the funds and securities of the Company, and, subject to any applicable delegation of authority adopted by the Member, he or she shall have such other agreementspowers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the chief executive officer or the Member. He or she shall perform all acts incident to the position of Treasurer, certificatessubject to the authority of the chief executive officer. (vi) Subject to any applicable delegation of authority adopted by the Member, instrumentsthe Secretary shall keep the minutes of all meetings of the members of the Company, amendments in books provided for that purpose; he or she shall attend to the giving and serving of all notices hereunder; he or she shall authenticate and certify records and proceedings of the Company, shall keep accurate membership records for the Company; he or she shall have such other powers and duties as designated in accordance with this Agreement and as from time to time may be assigned to him or her by the chief executive officer or the Member; and he or she shall in general perform all acts incident to the office of Secretary, subject to the authority of the chief executive officer. (b) In addition to or in lieu of Officers, the Member may authorize any person to take any action or perform any duties on behalf of the Company (including any action or duty reserved to any particular Officer) and any such person may be referred to as an “authorized person.” An employee or other documents agent of the Company shall not be an authorized person unless specifically appointed as such by the Member. (c) Any person dealing with the Company may conclusively presume that an Officer or authorized person specified in such a written delegation of authority (including this Agreement) who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the CompanyCompany upon execution and delivery by such Officer or authorized person. The Officers and authorized persons, to the extent of their powers set forth in its own capacity this Agreement or otherwise vested in any other authorized capacity, all without any further act, vote or approval them by action of any the Member or any other person or entity notwithstanding any other provision of this Agreement. Notwithstanding any provisions of Officers not inconsistent with this Agreement, are agents of the Manager Company for the purpose of conducting the business and affairs of the Company, and the actions of any Authorized Person (solely to the extent directed by the Manager Officer or authorized person taken in writing) accordance with such powers shall have the right to act for and bind the Company and may execute any third party dealing with such Officer or authorized person shall be entitled to rely conclusively (without making inquiry of any kind) on any actions so taken as being properly authorized by the Company. For purposes hereof, “Organizational Documents” means, with respect to any corporation, its articles or certificate of incorporation and deliver bylaws; with respect to any documentlimited liability company, instrument its articles or contract on behalf certificate of organization or formation and its operating agreement or limited liability company agreement or documents of similar substance; with respect to any limited partnership, its certificate of limited partnership and partnership agreement or governing or organizational documents of similar substance; and with respect to any other entity, governing or organizational documents of similar substance to any of the Company without any vote or consent of any Member or other person or entityforegoing.

Officers and Authorized Persons. (a) The Manager may, from time to time Board may designate one or more individuals as it deems advisable, appoint officers or other agents of the Company (such officers and agents, the “Authorized Persons” and each of them, an “Authorized Person”) and assign in writing titles (including), without limitation, President, Vice President, Secretarywho may but need not have titles, and Treasurer) shall exercise and perform such powers and duties as shall be assigned and delegated to any such personthem from time to time by the Board; provided that an Authorized Person need not have may only take a titleUnanimous Action or Special Unanimous Action with the applicable approval in accordance with Section 4.1(c) and may only take an action which requires approval of one or more Members upon such approval. Unless Any such Authorized Person may be removed by the Manager decides otherwisedecision of the Board at any time, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Act, the assignment of such title shall constitute the delegation with or without cause but without prejudice to such person of the authorities Authorized Person’s contractual rights (if any). Each officer shall hold office until his or her successor is elected and duties that are normally associated qualified, unless earlier removed in accordance with that office; provided, however, that no Authorized Person shall be permitted to take any action on behalf of the Company without the prior written consent of the Managerthis Section 4.3. Any delegation pursuant to this Section 4.7 number of offices may be revoked at any time held by the Managersame individual. (b) The Manager hereby designates and appoints Xxxxxxxx X. Xxxxxx as Authorized Persons, to the President and Chief Executive Officer extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board not inconsistent with this Agreement, are agents of the Company for the purposes set forth purpose of the Company’s business and the actions of the Authorized Persons taken in Section 4.7(a)accordance with such powers shall bind the Company. (c) The Board hereby designates and appoints Xxxxxx X. Xxxxxx as the initial Authorized Person of the Company. Each of the Voting Representatives and each of the Members hereby agrees that the Company is hereby authorized to execute, deliver and perform, and the Manager and any Xx. Xxxxxx, as an Authorized Person (solely to the extent directed by the Manager in writing)Person, acting alone on behalf of the Company, is hereby authorized to execute and deliverdeliver on the date hereof, (i) in the name of the CompanyCompany (A) a contribution agreement with the Members and certain other parties, any pursuant to which, among other things, KGH shall contribute to the Company all right, title and all other agreementsinterest in and to Xxxxxxxx, certificatesand (B) an amended and restated limited liability company agreement of Xxxxxxxx, instrumentsin substantially the form attached as an exhibit to such contribution agreement, amendments or other documents to be executed and delivered by (ii) in the Company’s capacity as the sole member of Xxxxxxxx, in its own capacity or in any other authorized capacity(x) the Management Agreement and (y) an assignment and assumption agreement dated the date hereof (a copy of which has been provided to Clairvest), all without any further act, vote or approval of any Member or any other person or entity notwithstanding any other provision of this Agreement. Notwithstanding any provisions of this Agreement, the Manager and any Authorized Person (solely pursuant to the extent directed by the Manager in writing) which Xxxxxxxx shall have acquire the right to act for and bind purchase certain land in connection with the Company and may execute and deliver any document, instrument or contract on behalf of the Company without any vote or consent of any Member or other person or entityProject.