Common use of Powers and Authority of the Member Clause in Contracts

Powers and Authority of the Member. Subject to the terms of the Equityholders Agreement (including but not limited to Section 2.1(j)(i) thereof), the Member shall have full, exclusive and complete power, authority and discretion to manage, supervise, operate and control the business and affairs of the Company, to make any and all decisions affecting its business and affairs and relating to all day-to-day operations of the Company, and to take all such actions as it deems necessary, appropriate or convenient, or for the furtherance of, the purposes of the Company including, without limitation, to: (a) enter into, execute, deliver and commit to, or authorize any officer of the Company or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, certificate, check, note, bond or other obligation; (b) select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation; (c) employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds; (d) borrow money and incur indebtedness, and to execute and deliver, or cause to be executed and delivered, in the name of the Company, by any officer or other Person, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests; (e) invest any funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments; (f) change the principal office and Records Office of the Company to other locations and establish from time to time one or more subsidiary offices of the Company; (g) attend, act at and vote at, or designate any officer or other Person to attend, act at and vote at, any meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownership; and (h) do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business and in furtherance of its purpose.