Common use of Power and Authority of the Manager Clause in Contracts

Power and Authority of the Manager. Except to the extent otherwise provided in this Agreement (including, but not limited to, Section 5.4 hereof) or required by the non-waivable provisions of the Act, the Manager shall have the full and exclusive right, power, authority, discretion and responsibility to manage, control, administer, direct and operate the business and affairs of the Company and to make all decisions and to take all actions for and on behalf of the Company necessary, convenient, desirable, appropriate or incidental in or to the furtherance of the purposes, business and objectives of the Company, including, without limitation, the right, power and authority to: (a) enter into, make, perform and terminate contracts, agreements (including employment agreements) and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and to make all decisions and waivers thereunder; (b) open and maintain bank and investment accounts and arrangements, to draw checks and other orders for the payment of money and to designate individuals with authority to sign or give instructions with respect to those accounts and arrangements; (c) maintain the assets of the Company in good order; (d) collect sums due to the Company; (e) to the extent that funds of the Company are available therefor, pay debts and obligations of the Company; 112776\000006\4832-7583-6415v3 (f) acquire, utilize for Company purposes and dispose of any asset of the Company; (g) borrow money or otherwise commit the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (h) select, remove and change the authority and responsibility of lawyers, accountants and other advisers and consultants; (i) obtain insurance for the Company;

Power and Authority of the Manager. Except to the extent otherwise provided in this Agreement (including, but not limited to, Section 5.4 hereof) or required by the non-waivable provisions of the Act, the Manager shall have the full and exclusive right, power, authority, discretion and responsibility to manage, control, administer, direct and operate the business and affairs of the Company and to make all decisions and to take all actions for and on behalf of the Company necessary, convenient, desirable, appropriate or incidental in or to the furtherance of the purposes, business and objectives of the Company, including, without limitation, the right, power and authority to: (a) enter into, make, perform and terminate contracts, agreements (including employment agreements) and other undertakings binding the Company that may be necessary, appropriate or advisable in furtherance of the purposes of the Company and to make all decisions and waivers thereunder; (b) open and maintain bank and investment accounts and arrangements, to draw checks and other orders for the payment of money and to designate individuals with authority to sign or give instructions with respect to those accounts and arrangements; (c) maintain the assets of the Company in good order; (d) collect sums due to the Company; (e) to the extent that funds of the Company are available therefor, pay debts and obligations of the Company; 112776\000006\4832-7583-6415v3; (f) acquire, utilize for Company purposes and dispose of any asset of the Company; (g) borrow money or otherwise commit the credit of the Company for Company activities and voluntary prepayments or extensions of debt; (h) select, remove and change the authority and responsibility of lawyers, accountants and other advisers and consultants; (i) obtain insurance for the Company; (j) make decisions concerning distributions by the Company of cash and other property, including, but not limited, determining and approving amounts available for distribution with respect to Members’ interests in the Company or redemption of Members’ interests in the company; (k) settle any litigation; (l) authorize the merger, conversion, consolidation or other reorganization of the Company, or the dissolution, winding up or liquidation of the business and affairs of the Company; (m) sell, exchange, dispose of, transfer, lease or otherwise convey title to any of the real or personal property of the Company; (n) maintain (or cause to be maintained) accounting data and any other information concerning the activities of the Company as shall be required to prepare and file all periodic financial reports and returns required to be filed with any regulatory agency, including annual financial statements; (o) cause the Company to make any filing under the Bankruptcy Code, any assignment for the benefit of creditors or any comparable filing, or acquiesce in an involuntary proceeding; and (p) take and do any and all acts and exercise any and all other authority and powers with respect to the Company or its business that are lawful and not prohibited by the Articles or this Agreement in order to effectuate any of the foregoing on such terms and conditions as the Manager, in his, her or its discretion, determines to be necessary, convenient, desirable, appropriate or incidental to the purposes of the Company or the provisions of this Agreement.