Common use of Power and Authority of Representatives Clause in Contracts

Power and Authority of Representatives. (a) The business and affairs of the Company shall be managed by or under the direction of the Board of Representatives, except as may otherwise be provided in this Agreement. The Board of Representatives shall have the power on behalf and in the name of the Company to carry out any and all objects and purposes of the Company contemplated by this Partnership Agreement and to perform all acts which they may deem necessary, advisable or appropriate in connection therewith. (b) The Partners agree that all determinations, decisions and actions made or taken by the Board of Representatives (or their designee(s)) shall be conclusive and absolutely binding upon the Company, the Partners (but only in their capacity as such) and their respective successors, assigns and personal representatives; provided, however, that the foregoing shall not affect the rights of the Company or any Partner with respect to any matter involving a breach by a Representative of Section 5.1 of this Partnership Agreement. (c) Subject to the express provisions of this Partnership Agreement, including, without limitation, Section 5.1, the Board of Representatives shall function in a manner comparable to that of a board of directors of a publicly traded, Delaware corporation.