Common use of Powers of the Managers Clause in Contracts

Powers of the Managers. (a) Subject to the terms of this Agreement, the Managers may exercise all powers of the Company and do all such lawful acts and things as are not prohibited by the LLC Law, other applicable law or this Agreement and shall have the right and authority to conduct, manage and control the affairs and business of the Company, and to make such rules and regulations therefor consistent with the LLC Law and other applicable law and this Agreement, including, without limitation, the right and authority to take all actions which the Managers deem incidental, necessary, suitable or convenient for the day-to-day management and conduct of the Company’s business. Without limiting the generality of the foregoing, the Managers shall have the right and authority to change the registered agent and registered office of the Company in Louisiana from one location to another; and subject to Section 1.07(a), to fix and locate from time to time one or more other offices of the Company within or without the State of Louisiana for the conduct of the business of the Company. All duly authorized instruments, contracts, agreements and documents providing for the acquisition or disposition of property of the Company shall be valid and binding on the Company if executed by one or more of the Managers. The Managers are authorized to approve the matters specified in Section 6.05(b) without the requirement of a vote or approval of the Member. (b) The Independent Managers may not delegate their duties, authorities or responsibilities hereunder. If any Independent Manager resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affirmative vote of the Managers shall be taken until a successor Independent Manager is appointed by the Member and qualifies and approves such action. (c) Except as provided in this Agreement, including Section 1.08, in exercising their rights and performing their duties under this Agreement, any Independent Manager shall have a fiduciary duty of loyalty to the Company to act in a manner which such Independent Manager reasonably believes to be in the best interests of the Company and to act in good faith and with the duty of care established by the LLC Law. (d) No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Powers of the Managers. (a) Subject to the terms of this Agreement, the Managers may exercise all powers of the Company and do all such lawful acts and things as are not prohibited by the LLC Law, other applicable law or this Agreement and shall have the right and authority to conduct, manage and control the affairs and business of the Company, and to make such rules and regulations therefor consistent with the LLC Law and other applicable law and this Agreement, including, without limitation, the right and authority to take all actions which the Managers deem incidental, necessary, suitable or convenient for the day-to-day management and conduct of the Company’s business. Without limiting the generality of the foregoing, the Managers shall have the right and authority to change the registered agent and registered office of the Company in Louisiana from one location to another; and subject to Section 1.07(a), to fix and locate from time to time one or more other offices of the Company within or without the State of Louisiana for the conduct of the business of the Company. All duly authorized instruments, contracts, agreements and documents providing for the acquisition or disposition of property of the Company shall be valid and binding on the Company if executed by one or more of the Managers. The Managers are authorized to approve the matters specified in Section 6.05(b) without the requirement of a vote or approval of the Member. (b) The Independent Managers may not delegate their duties, authorities or responsibilities hereunder. If any Independent Manager resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affirmative vote of the Managers shall be taken until a successor Independent Manager is appointed by the Member and qualifies and approves such action. (c) Except as provided in this Agreement, including Section 1.08, in exercising their rights and performing their duties under this Agreement, any Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the Company to act in a manner which such Independent Manager reasonably believes to be in the best interests Business Corporation Law of the Company and to act in good faith and with the duty State of care established by the LLC LawLouisiana. (d) No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.