Actions of the Managers Clause Samples

Actions of the Managers. Subject to the delegation of rights and powers provided for herein, the Managers shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. Except as otherwise provided herein, the vote of two Managers shall be necessary to approve any action by the Board of Managers. The Member, by reason of its status as such, shall have no authority to act for or bind the Company but shall have only the right to vote on and approve the actions herein specified to be voted on or approved by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in this Agreement. Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, any Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

Actions of the Managers. Subject to the delegation of rights and powers provided for herein, the Managers shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Member, by reason of its status as such, shall have any authority to act for or bind the Company but shall have only the right to vote on and approve the actions herein specified to be voted on or approved by the Members.

Actions of the Managers. Subject to Section 6.1 and to those actions and decisions in which any one or more of the Managers or Members is authorized or empowered to cause the Company or any Company Subsidiary to take or make (or to not take or make), the Managers, acting upon a Majority vote, shall: (a) have the power to bind the Company as provided in this Article VII (and no Person dealing with the Company shall have any obligation to inquire into the power or authority of the Managers acting on behalf of the Company); and (b) manage the Company (and, indirectly, each Company Subsidiary) and cause the Company or any Company Subsidiary to make or take any action, determination, election, approval and/or consent that the Managers are authorized to make or take hereunder.

Actions of the Managers. (a) All actions and decisions of the Managers shall be made or approved by a majority of the Managers. Actions and decisions by the Managers may be made or approved at a meeting held in accordance with the provisions of this Agreement or by a written instrument executed by the number of Managers required to take or approve such action under this Section 4.5(a). (b) Notwithstanding Section 4.5(a) or any other provision to the contrary contained in this Agreement, the following matters shall require approval by the Member: (1) the borrowing of money or otherwise committing the credit of the Company for any purpose; (2) the entering into of any transaction with any Person where such transaction is outside the scope of this Agreement; (3) the admission of a Person as an additional or substituted member of the Company; (4) the dissolution or liquidation of the Company; (5) any merger or consolidation of the Company with any other entity; and (6) selecting, removing, and changing the authority and responsibility of lawyers, accountants, and other advisers and consultants.

Actions of the Managers. Subject to the provisions of Section 3.3 of this Agreement, each Manager has the power to bind the Company as provided in this Article 4; provided, however, that all decisions of the Company within the authority of the Board of Managers shall be decided by a majority of the Managers. No act of a Manager in contravention of such determination shall bind the Company to persons having knowledge of 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 4, shall bind the Company to persons not having knowledge of a determination to the contrary, and no person dealing with the Company shall have any obligation to inquire into the power or authority of Manager to act on behalf of the Company. Each Manager agrees to indemnify the Company for any act of such Manager in contravention of the decision of the Board of Managers.

Actions of the Managers. Subject to the delegation of rights and powers provided for herein, the Board of Managers shall have the sole right to manage the business of the Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company.

Actions of the Managers. The Managers have the power to bind the Company as provided in this Article 5.

Actions of the Managers. Except as otherwise specifically required in this Agreement or in the Act, whenever any action, including any approval, consent, determination, resolution or decision, is to be taken or given by the Managers under this Agreement or the Act, it shall be authorized by the majority vote of the Managers, which may be taken at a meeting or by written consent in accordance with Section 7.8 hereof.

Actions of the Managers. Any Person or entity dealing with the Company is entitled to rely upon: a certificate duly executed by a Manager as to: (i) the identity of the Members; (ii) any conditions precedent to acts by the Company; (iii) the Persons who are authorized to execute any documents or take specific actions on behalf of the Company; and (iv) any other matter involving the Company or any Member.