Rights and Powers of the Managing Member. Subject to the express provisions of this Agreement (including provisions requiring approval of the Board over certain matters), (i) the Managing Member in its sole discretion shall have full, complete, and exclusive right, power, and authority to exercise all the powers of the Operating Company and to do all things necessary to effectuate the purposes of the Operating Company as set forth in § 1.3, (ii) the Managing Member shall exercise on behalf of the Operating Company complete discretionary authority for the management and the conduct of the affairs of the Operating Company, and (iii) the Managing Member, in its sole discretion, shall have full, complete, and exclusive right, power, and authority in the management and control of the Operating Company’s business. The Managing Member shall have the right, power, and authority to request from any Unit Holder such information as the Managing Member deems necessary to eliminate or reduce the exposure of the Operating Company or the Unit Holders, in general, to adverse tax or regulatory consequences and (b) provide such other assurances as the Managing Member may determine. Subject to the express provisions of this Agreement (including provisions requiring approval of the Board over certain matters), the Managing Member is authorized to execute, deliver, and perform agreements and transactions on behalf of the Operating Company without any further act, approval, or vote of the Unit Holders to the fullest extent permitted under the Act or other applicable law, rule, or regulation. The Managing Member and each duly authorized member and officer of the Managing Member may act for and in the name of the Managing Member under this Agreement. In dealing with the Managing Member acting for or on behalf of the Operating Company, no Person shall be required to inquire into, and Persons dealing with the Operating Company are entitled to rely conclusively on, the right, power, and authority of the Managing Member to bind the Operating Company. In exercising its authority under this Agreement, the Managing Member may, but shall be under no obligation to, take into account the tax consequences to any Unit Holder of any action taken by it. The Managing Member and the Operating Company shall have no liability to a Unit Holder, as a result of an income tax liability incurred by such Unit Holder as a result of an action (or inaction) by the Managing Member taken pursuant to its authority under this Agreement.
Rights and Powers of the Managing Member. Subject to Major Decisions and Section 6.12 hereof, the business and affairs of the Company shall be managed by the Managing Member which shall direct, manage and control the business of the Company and have all of the rights and powers possessed by managers under the Delaware Act. Except where the approval of the Members is expressly required by this Agreement or by nonwaivable provisions of the Delaware Act, the Managing Member shall have full and complete authority, power and discretion to manage and control the business and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, except as otherwise provided by this Agreement. No Member (other than the Managing Member) shall have any right, power or authority to act (as agent or otherwise) for, or to bind the Company in any manner. Subject to Major Decisions and the limitations set forth in this Agreement and the availability of sufficient funds, the Managing Member shall perform the following on behalf of the Company:
Rights and Powers of the Managing Member. The business and affairs of the Company shall be managed by the Managing Member which shall direct, manage and control the business of the Company and have all of the rights and powers possessed by managers under the Delaware Act. Except where the approval of the Members is expressly required by this Agreement or by nonwaivable provisions of the Delaware Act, the Managing Member shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business, except as otherwise provided by this Agreement. No Member (other 24 than the Managing Member) shall have any right, power or authority to act (as agent or otherwise) for, or to bind the Company in any manner.
