Common use of Actions of the Manager Clause in Contracts

Actions of the Manager. The Manager has the power to bind the Company as provided in this Article V. If there is more than one person acting as the Manager, then any difference arising as to any matter within the authority of the Manager shall be decided by a method which they have agreed upon, or if none or inapplicable, then by a majority of the Managers, or if a deadlock, then those comprising the Manager shall appoint a special Manager to break any deadlock. If those comprising the Manager cannot resolve any disagreement, they may submit any unresolved disagreements to a vote of the Members, and a vote of a Majority in Interest of the Members in favor of a particular Manager’s proposal shall resolve the disagreement in accordance with such Manager’s proposal. No act of a Manager in contravention of such determination shall bind the Company to Persons having knowledge of such determination. Notwithstanding such determination, the act of a Manager for the purpose of apparently carrying on the usual business or affairs of the Company, including the exercise of the authority indicated in this Article V, shall bind the Company, and no person dealing with the Company shall have any obligation to inquire into the power or authority of the Manager acting on behalf of the Company. If there is only one Manager such Manager shall have the sole authority to bind the Company in its sole and absolute discretion.

Actions of the Manager. The Manager has the power to bind the Company as provided in this Article V. If there is more than one person acting as the Manager, then any difference arising as to any matter within the authority of the Manager shall be decided by a method which they have agreed upon, or if none or inapplicable, then by a majority of the Managers, or if a deadlock, then those comprising the Manager shall appoint a special Manager to break any deadlock. If those comprising the Manager cannot resolve any disagreement, they may submit any unresolved disagreements to a vote of the Class B Members, and a vote of a Majority in Interest of the Class B Members in favor of a particular Manager’s proposal shall resolve the disagreement in accordance with such Manager’s proposal. No act of a Manager in contravention of such determination shall bind the Company to Persons having knowledge of such determination. Notwithstanding such determination, the act of a Manager for the purpose of apparently carrying on the usual business or affairs of the Company, including the exercise of the authority indicated in this Article V, shall bind the Company, and no person dealing with the Company shall have any obligation to inquire into the power or authority of the Manager acting on behalf of the Company. If there is only one Manager such Manager shall have the sole authority to bind the Company in its sole and absolute discretion.