Common use of Quorum; Vote Clause in Contracts

Quorum; Vote. (i) Unless otherwise required by the Act, the presence in person or by proxy of Members holding Membership Interests representing a majority of the Percentage Interests shall constitute a quorum for the transaction of business at a meeting of the Members. The only actions and decisions of the Company that require approval of the Members are those matters expressly set forth (i) in Section 4.9(a), as to which Member Consent is required, (ii) Section 7.2, as to which Member Consent is required as set forth therein, and (iii) Section 14.1, as to which Member Consent is required as set forth therein. Except for the foregoing, the Members shall not have the right to vote on any matter whatsoever in respect of the Company, under this Agreement or applicable Law or otherwise. (ii) Any Member of the Company having the right to vote or consent with respect to any matter set forth in subsection (i) above may grant or withhold approval of any of the matters set forth in such provisions in its sole and absolute discretion and in granting or withholding such approvals, to the maximum extent permitted under the Act, (A) such Member shall be entitled to act solely in its own best interest and shall not be acting in a fiduciary capacity with respect to any other Member or the Company, (B) such Member shall not be required to take into account the interests of any other Member or the Company in granting or withholding such approval and (C) no Member or the Company shall be liable to any other Member or to the Company as a result of its exercise of approval rights or its decision to withhold any approval pursuant to any of such provisions.