Common use of Powers of the Board of Managers Clause in Contracts

Powers of the Board of Managers. (a) Subject to the limitations imposed by the Act and the provisions of Section 4.3(b), the authority of the Board of Managers includes, without limitation, the power to: (1) approve the annual operating and capital budgets and strategic plans of the Company; (2) appoint or remove any Officer of the Company, establish compensation for each Officer of the Company, and establish, alter or amend the power and authority of any Officer of the Company; (3) authorize any commitment for a capital expenditure; (4) approve any obligation of the Company for borrowed money and make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, letters of credit, guarantees and other instruments and evidences of indebtedness or of contingent liability and approve the granting of any security therefor; (5) authorize any commitment relating to a loan by the Company to any Person or a guarantee by the Company of any obligation of any Person; (6) authorize any sale, lease, transfer or other disposition of any asset of the Company or any group of assets, except that Member approval is required under Section 5.1(a) for the disposition of all or substantially all of the assets of the Company; (7) approve the acquisition of any business or a business division from any Person whether by asset purchase or stock purchase, except that Member approval is required under Section 5.1(a) for an acquisition that would change the purpose of the Company’s business, as set forth in Section 1.3; (8) approve any purchase or lease of real property; (9) authorize the making, modification, amendment or termination of any agreement with any Member or any Affiliate of a Member; (10) authorize any distribution to Members; (11) make or modify any tax elections as the Board of Managers believes to be in the best interests of the Company and the Members; (12) make any determination to indemnify any Person in connection with litigation occurring in the ordinary course of business if the Company is also a defendant but only so long as the individual being indemnified is also represented by the counsel that represents the Company; (13) establish, amend or modify rules for the operation of the Board of Managers; (14) approve any change of the location of the headquarters of the Company; (15) approve any license or other grant of rights to or from the Company with respect to any patents, trademarks, trade names, service marks, know-how, trade secrets or other proprietary information; (16) open, conduct and close checking, savings, custodial and other accounts on behalf of the Company in such banks or other financial institutions as the Board of Managers may select from time to time; (17) negotiate, enter into, execute and exercise the Company’s rights under any and all contracts necessary, desirable or convenient with respect to its business and affairs; (18) purchase or bear the cost of any insurance covering the potential liabilities of the Company, Members, any Officer or employee of the Company and any other Person acting on behalf of the Company; (19) commence, defend or settle litigation pertaining to the Company, its business or assets, except that unless indemnification is authorized under the other provisions of this Agreement the Company will not bear the expenses of any litigation brought against any Member or Manager acting in that capacity, any Officer or employee of the Company, or any other Person acting on behalf of the Company unless approved by the Members; and (20) enter into, make and perform such contracts, agreements and other undertakings, to execute, acknowledge and deliver such instruments, and to do such other acts, as it considers necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 4.3(a), including, without limitation, contracts, agreements, undertakings and transactions with any Member or Manager or with any other Person that is an Affiliate or that performs services for or has any business, financial, family or other relationship with any Member or Manager. (b) None of the powers granted in Section 4.3(a) broaden or extend powers that are limited by other provisions of this Agreement.

Powers of the Board of Managers. (a) Subject to the limitations imposed by the Act and the provisions of Section 4.3(b), the authority of the Board of Managers includes, without limitation, the power to: (1) approve the annual operating and capital budgets and strategic plans of the Company; (2) appoint or remove any Officer of the Company, establish compensation for each Officer of the Company, and establish, alter or amend the power and authority of any Officer of the Company; (32) authorize any commitment for a capital expenditure, so long as such capital expenditure is contemplated by the then current capital budget as approved by the Members; (43) approve any obligation of the Company for borrowed money and make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, letters of credit, guarantees and other instruments and evidences of indebtedness or of contingent liability and approve the granting of any security therefor; (54) authorize any commitment relating to a loan by the Company to any Person or a guarantee by the Company of any obligation of any Person; (65) authorize any sale, lease, transfer or other disposition of any asset of the Company or any group of assets, in each case, to the extent contemplated by the then current capital budget and related business plans as approved by the Members, except that Member approval a Majority Vote of the Members is required under Section 5.1(a) for the disposition of all or substantially all of the assets of the Company; (76) approve the acquisition of any business or a business division from any Person whether by asset purchase or stock purchase, except that Member approval a Majority Vote of the Members is required under Section 5.1(a) for an acquisition that would change the purpose of the Company’s business, as set forth in Section 1.3; (8) 7) approve any purchase or lease of real property; (9) 8) authorize the making, modification, amendment or termination of any agreement with any Member or any Affiliate of a Member;, (109) authorize any distribution to Members; (11) make or modify any tax elections as the Board of Managers believes to be in the best interests of the Company and the Members; (1210) make any determination to indemnify any Person in connection with litigation occurring in the ordinary course of business if the Company is also a defendant but only so long as the individual being indemnified is also represented by the counsel that represents the Company; (1311) establish, amend or modify rules for the operation of the Board of Managers; (1412) approve any change of the location of the headquarters of the Company; (1513) approve any license or other grant of rights to or from the Company with respect to any patents, trademarks, trade names, service marks, know-how, trade secrets or other proprietary information; (1614) open, conduct and close checking, savings, custodial and other accounts on behalf of the Company in such banks or other financial institutions as the Board of Managers may select from time to time; (1715) negotiate, enter into, execute and exercise the Company’s rights under any and all contracts necessary, desirable or convenient with respect to its business and affairs; (1816) purchase or bear the cost of any insurance covering the potential liabilities of the Company, Members, any Officer or employee of the Company and any other Person acting on behalf of the Company; (1917) commence, defend or settle litigation pertaining to the Company, its business or assets, except that unless indemnification is authorized under the other provisions of this Agreement the Company will not bear the expenses of any litigation brought against any Member or Manager acting in that capacity, any Officer or employee of the Company, or any other Person acting on behalf of the Company unless approved by the Members; and; (2018) enter into, make and perform such contracts, agreements and other undertakings, to execute, acknowledge and deliver such instruments, and to do such other acts, as it considers necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 4.3(a), including, without limitation, contracts, agreements, undertakings and transactions with any Member or Manager or with any other Person that is an Affiliate or that performs services for or has any business, financial, family or other relationship with any Member or Manager; and (19) take any other actions legally permitted under the Act. (b) None of the powers granted in Section 4.3(a) broaden or extend powers that are limited by other provisions of this Agreement.

Powers of the Board of Managers. (a) Subject to the limitations imposed by the Act and the provisions of Section 4.3(b), the authority of the Board of Managers includes, without limitation, the power to: (1) approve the annual operating and capital budgets and strategic plans of the Company; (2) appoint or remove any Officer of the Company, establish compensation for each Officer of the Company, and establish, alter or amend the power and authority of any Officer of the Company; (3) authorize any commitment for a capital expenditure; (4) approve any obligation of the Company for borrowed money and make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, letters of credit, guarantees and other instruments and evidences of indebtedness or of contingent liability and approve the granting of any security therefor; (5) authorize any commitment relating to a loan by the Company to any Person or a guarantee by the Company of any obligation of any Person; (6) authorize any sale, lease, transfer or other disposition of any asset of the Company or any group of assets, except that Member approval is required under Section 5.1(a) for the disposition of all or substantially all of the assets of the Company; (7) approve the acquisition of any business or a business division from any Person whether by asset purchase or stock purchase, except that Member approval is required under Section 5.1(a) for an acquisition that would change the purpose of the Company’s business, as set forth in Section 1.3; (8) approve any purchase or lease of real property; (9) authorize the making, modification, amendment or termination of any agreement with any Member or any Affiliate of a Member; (10) authorize any distribution to Members; (11) make or modify any tax elections as the Board of Managers believes to be in the best interests of the Company and the Members; (12) make any determination to indemnify any Person in connection with litigation occurring in the ordinary course of business if the Company is also a defendant but only so long as the individual being indemnified is also represented by the counsel that represents the Company; (13) establish, amend or modify rules for the operation of the Board of Managers; (14) approve any change of the location of the headquarters of the Company; (15) approve any license or other grant of rights to or from the Company with respect to any patents, trademarks, trade names, service marks, know-how, trade secrets or other proprietary information; (16) open, conduct and close checking, savings, custodial and other accounts on behalf of the Company in such banks or other financial institutions as the Board of Managers may select from time to time; (17) negotiate, enter into, execute and exercise the Company’s rights under any and all contracts necessary, desirable or convenient with respect to its business and affairs; (18) purchase or bear the cost of any insurance covering the potential liabilities of the Company, Members, any Officer or employee of the Company and any other Person acting on behalf of the Company; (19) commence, defend or settle litigation pertaining to the Company, its business or assets, except that unless indemnification is authorized under the other provisions of this Agreement the Company will not bear the expenses of any litigation brought against any Member or Manager acting in that capacity, any Officer or employee of the Company, or any other Person acting on behalf of the Company unless approved by the Members; and (20) enter into, make and perform such contracts, agreements and other undertakings, to execute, acknowledge and deliver such instruments, and to do such other acts, as it considers necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 4.3(a), including, without limitation, contracts, agreements, undertakings and transactions with any Member or Manager or with any other Person that is an Affiliate or that performs services for or has any business, financial, family or other relationship with any Member or Manager. (b) None of the powers granted in Section 4.3(a) broaden or extend powers that are limited by other provisions of this Agreement.

Powers of the Board of Managers. (a) Subject to the limitations imposed by the Act and the provisions of Section 4.3(b), the authority of the Board of Managers includes, without limitation, the power to: (1) approve the annual operating and capital budgets and strategic plans of the Company; (2) appoint or remove any Officer of the Company, establish compensation for each Officer of the Company, and establish, alter or amend the power and authority of any Officer of the Company; (3) authorize any commitment for a capital expenditure; (4) approve any obligation of the Company for borrowed money and make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, letters of credit, guarantees and other instruments instruments, and evidences of indebtedness or of contingent liability and approve the granting of any security therefor; (5) authorize any commitment relating to a loan by the Company to any Person or a guarantee by the Company of any obligation of any Person; (6) authorize any sale, lease, transfer or other disposition of any asset of the Company or any group of assets, except that Member approval is required under Section 5.1(a) for the disposition of all or substantially all of the assets of the Company; (7) approve the acquisition of any business or a business division from any Person whether by asset purchase or stock purchase, except that Member approval is required under Section 5.1(a) for an acquisition that would change the purpose of the Company’s business, as set forth in Section 1.3; (8) approve any purchase or lease of real property; (9) authorize the making, modification, amendment or termination of any agreement with any Member or any Affiliate of a Member; (10) authorize any distribution to Members; (11) make or modify any tax elections as the Board of Managers believes to be in the best interests of the Company and the Members; (12) make any determination to indemnify any Person in connection with litigation occurring in the ordinary course of business if the Company is also a defendant but only so long as the individual being indemnified is also represented by the counsel that represents the Company; (13) establish, amend or modify rules for the operation of the Board of Managers; (14) approve any change of the location of the headquarters of the Company; (15) approve any license or other grant of rights to or from the Company with respect to any patents, trademarks, trade names, service marks, know-how, trade secrets or other proprietary information; (16) open, conduct and close checking, savings, custodial and other accounts on behalf of the Company in such banks or other financial institutions as the Board of Managers may select from time to time; (17) negotiate, enter into, execute and exercise the Company’s rights under any and all contracts necessary, desirable or convenient with respect to its business and affairs; (18) purchase or bear the cost of any insurance covering the potential liabilities of the Company, Members, any Officer or employee of the Company and any other Person acting on behalf of the Company; (19) commence, defend or settle litigation pertaining to the Company, its business or assets, except that unless indemnification is authorized under the other provisions of this Agreement the Company will not bear the expenses of any litigation brought against any Member or Manager acting in that capacity, any Officer or employee of the Company, or any other Person acting on behalf of the Company unless approved by the Members; and (20) enter into, make and perform such contracts, agreements and other undertakings, to execute, acknowledge and deliver such instruments, and to do such other acts, as it considers necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 4.3(a), including, without limitation, contracts, agreements, undertakings and transactions with any Member or Manager or with any other Person that is an Affiliate or that performs services for or has any business, financial, family or other relationship with any Member or Manager. (b) None of the powers granted in Section 4.3(a) broaden or extend powers that are limited by other provisions of this Agreement.