Common use of POWERS AND DUTIES OF THE DIRECTORS Clause in Contracts

POWERS AND DUTIES OF THE DIRECTORS. Except as otherwise set forth herein, the business and affairs of the Company shall be managed under the direction of the Directors, who, subject to Section 2.7 hereof and the limitations set forth in this Section 3.3, shall have and may exercise on behalf of the Company all of its rights, powers, duties and responsibilities under Section 1.2 or as provided by law, including, without limitation, the right and authority: (a) to manage the business and affairs of the Company and for this purpose to employ, retain or appoint any officers, employees, consultants, agents, brokers, professionals or other persons in any capacity for such compensation and on such terms as the Directors deem necessary or desirable, and to delegate to such persons such of their duties and responsibilities as the Directors shall determine; (b) subject to Sections 1.1 and 10.13 hereof, to enter into, execute, deliver, acknowledge, make, modify, supplement or amend any documents or instruments in the name and on behalf of the Company; (c) to borrow money or otherwise obtain credit and other financial accommodations on behalf of the Company, on a secured or unsecured basis as provided in Section 1.2(c), and to perform or cause to be performed all of the Company’s obligations in respect of its indebtedness and any mortgage, lien or security interest securing such indebtedness; (d) to make elections and prepare and file returns regarding any foreign, federal, state or local tax obligations of the Company; (e) to admit additional persons or entities to the Company as Members in the manner set forth in Section 2.2; and (f) to perform any other act that the Directors deem necessary, convenient or desirable for the Company or its business. Notwithstanding anything to the contrary in this Agreement, the Majority Unit Holder (and not the Board of Directors) shall have the power to designate the authorized signatory(ies) of all accounts of the Company and to change such signatory(ies) from time to time. Each Director shall devote such time to the business and affairs of the Company as is reasonably necessary for the performance of such Director’s duties, but shall not be required to devote full time to the performance of such duties and may delegate its responsibilities as provided in Section 3.3(a).

POWERS AND DUTIES OF THE DIRECTORS. Except as (a) Subject in all cases to the provisions of Section 3.03(b) and Section 3.04 and any applicable consents that must be obtained thereunder or otherwise set forth hereinunder this Agreement, the business and affairs Board of the Company shall be managed under the direction of the Directors, who, subject to Section 2.7 hereof and the limitations set forth in this Section 3.3, Directors shall have and may exercise on behalf of the Company all of its rights, powers, duties and responsibilities under Section 1.2 1.02 or as otherwise provided by lawlaw or this Agreement, including, including without limitation, limitation the right and authority: (ai) to manage the business and affairs of the Company and its subsidiaries and for this purpose to employ, retain or appoint any officers, employees, consultants, agents, brokers, professionals or other persons Persons in any capacity with the Company or its subsidiaries for such compensation and on such terms as the Board of Directors deem deems necessary or desirable, desirable and to delegate to such persons Persons such of their its duties and responsibilities as the Board of Directors shall determine, and to remove such Persons or revoke their delegated authority on such terms or under such conditions as the Board of Directors shall determine; (bii) subject to Sections 1.1 form, manage, dissolve and 10.13 hereof, make capital contributions to any subsidiaries of the Company; (iii) to merge or consolidate the Company or any of its subsidiaries with or into any other entity or otherwise effect the sale of the Company and its business; (iv) to acquire or invest in other entities or businesses directly or indirectly through one or more subsidiaries; (v) to enter into, execute, deliver, acknowledge, make, modify, supplement or amend any documents or instruments in the name and on behalf of the Company; (cvi) to borrow money or otherwise obtain credit and other financial accommodations on behalf of the Company, Company or any of its subsidiaries on a secured or unsecured basis as provided in Section 1.2(c), and to perform or cause to be performed all of the Company’s obligations in respect of its indebtedness or guarantees and any mortgage, lien or security interest securing such indebtedness; (dvii) to make elections issue additional Units, Options or other rights or other interests in the Company and prepare and file returns regarding any foreign, federal, state or local tax obligations to designate additional classes of interest in the CompanyCompany as provided in Section 2.10; (eviii) to admit additional persons or entities designate one of the Members to serve as the “Partnership Representative” of the Company as Members for purposes of Section 6223 of the Code (the “Partnership Representative”) with power to manage and represent the Company in any administrative proceeding of the manner Internal Revenue Service; and (ix) to take any actions in connection with any of the matters set forth in Section 2.2; and (f) to perform any other act that the Directors deem necessary, convenient or desirable for the Company or its business. Notwithstanding anything to the contrary in this Agreement, the Majority Unit Holder (and not the Board of Directors) shall have the power to designate the authorized signatory(ies) of all accounts of the Company and to change such signatory(ies) from time to time. Each Director shall devote such time to the business and affairs of the Company as is reasonably necessary for the performance of such Director’s duties, but shall not be required to devote full time to the performance of such duties and may delegate its responsibilities as provided in Section 3.3(a)3.04.

POWERS AND DUTIES OF THE DIRECTORS. Except as otherwise set forth hereinSubject to the provisions of Section 3.5, the business and affairs Board of the Company shall be managed under the direction of the Directors, who, subject to Section 2.7 hereof and the limitations set forth in this Section 3.3, Directors shall have and may exercise on behalf of the Company all of its rights, powers, duties and responsibilities under Section 1.2 or as otherwise provided by lawlaw or this Agreement, including, including without limitation, limitation the right and authority: (a) to manage the business and affairs of the Company and its subsidiaries and for this purpose to employ, retain or appoint any officers, employees, consultants, agents, brokers, professionals or other persons Persons in any capacity with the Company or its subsidiaries for such compensation and on such terms as the Board of Directors deem deems necessary or desirable, desirable and to delegate to such persons Persons such of their its duties and responsibilities as the Board of Directors shall determine, and to remove such Persons or revoke their delegated authority on such terms or under such conditions as the Board of Directors shall determine; (b) subject to Sections 1.1 form, manage and 10.13 hereof, dissolve any subsidiaries of the Company; (c) to merge or consolidate the Company or any of its subsidiaries with or into any other entity or otherwise effect the sale of the Company and its business; (d) to enter into, execute, deliver, acknowledge, make, modify, supplement or amend any documents or instruments in the name and on behalf of the Company; (ce) to borrow money or otherwise obtain credit and other financial accommodations on behalf of the Company, Company on a secured or unsecured basis as provided in Section 1.2(c), and to perform or cause to be performed all of the Company’s obligations in respect of its indebtedness or guarantees and any mortgage, lien or security interest securing such indebtedness;; and (df) to make elections and prepare and file returns regarding any foreign, federal, state or local tax obligations of the Company; , and to designate one of the Members (eor any other Person) to admit additional persons or entities to serve as the Company as Members in the manner set forth in Section 2.2; and (f) to perform any other act that the Directors deem necessary, convenient or desirable for the Company or its business. Notwithstanding anything to the contrary in this Agreement, the Majority Unit Holder (and not the Board of Directors) shall have the power to designate the authorized signatory(ies) of all accounts “Partnership Representative” of the Company and to change such signatory(iesfor purposes of Section 6223(a) from time to time. Each Director shall devote such time to the business and affairs of the Code, with power to manage and represent the Company as is reasonably necessary for in any administrative proceeding of the performance of such Director’s duties, but shall not be required to devote full time to Internal Revenue Service (the performance of such duties and may delegate its responsibilities as provided in Section 3.3(a“Partnership Representative”).

POWERS AND DUTIES OF THE DIRECTORS. Except as (a) Subject in all cases to the provisions of Section 3.03(b) and Section 3.04 and any applicable consents that must be obtained thereunder or otherwise set forth hereinunder this Agreement, the business and affairs Board of the Company shall be managed under the direction of the Directors, who, subject to Section 2.7 hereof and the limitations set forth in this Section 3.3, Directors shall have and may exercise on behalf of the Company all of its rights, powers, duties and responsibilities under Section 1.2 1.02 or as otherwise provided by lawlaw or this Agreement, including, including without limitation, limitation the right and authority: (ai) to manage the business and affairs of the Company and its subsidiaries and for this purpose to employ, retain or appoint any officers, employees, consultants, agents, brokers, professionals or other persons Persons in any capacity with the Company or its subsidiaries for such compensation and on such terms as the Board of Directors deem deems necessary or desirable, desirable and to delegate to such persons Persons such of their its duties and responsibilities as the Board of Directors shall determine, and to remove such Persons or revoke their delegated authority on such terms or under such conditions as the Board of Directors shall determine; (bii) subject to Sections 1.1 form, manage, dissolve and 10.13 hereof, make capital contributions to any subsidiaries of the Company; (iii) to merge or consolidate the Company or any of its subsidiaries with or into any other entity or otherwise effect the sale of the Company and its business; (iv) to acquire or invest in other entities or businesses directly or indirectly through one or more subsidiaries; (v) to enter into, execute, deliver, acknowledge, make, modify, supplement or amend any documents or instruments in the name and on behalf of the Company; (cvi) to borrow money or otherwise obtain credit and other financial accommodations on behalf of the Company, Company or any of its subsidiaries on a secured or unsecured basis as provided in Section 1.2(c), and to perform or cause to be performed all of the Company’s obligations in respect of its indebtedness or guarantees and any mortgage, lien or security interest securing such indebtedness; (dvii) to make elections issue additional Units or other rights or other interests in the Company and prepare and file returns regarding any foreign, federal, state or local tax obligations to designate additional classes of interest in the CompanyCompany as provided in Section 2.10; (eviii) to admit additional persons or entities designate one of the Members to serve as (A) the “Tax Matters Partner” of the Company for purposes of Section 6231(a)(7) of the Code (as in effect prior to the repeal of such section and other related sections pursuant to the Bipartisan Budget Act of 2015) (the “Tax Matters Partner”) and (B) the “Partnership Representative” of the Company as Members for purposes of Section 6223 of the Code (the “Partnership Representative”), in each case, with power to manage and represent the manner Company in any administrative proceeding of the Internal Revenue Service; and (ix) to take any actions in connection with any of the matters set forth in Section 2.2; and (f) to perform any other act that the Directors deem necessary, convenient or desirable for the Company or its business. Notwithstanding anything to the contrary in this Agreement, the Majority Unit Holder (and not the Board of Directors) shall have the power to designate the authorized signatory(ies) of all accounts of the Company and to change such signatory(ies) from time to time. Each Director shall devote such time to the business and affairs of the Company as is reasonably necessary for the performance of such Director’s duties, but shall not be required to devote full time to the performance of such duties and may delegate its responsibilities as provided in Section 3.3(a)3.04.