Common use of Authority of Board of Managers Clause in Contracts

Authority of Board of Managers. Except as otherwise expressly provided in this Agreement, the Board of Managers will have the exclusive power and authority to manage and conduct the business and affairs of the Company and its Subsidiaries and to make all decisions with respect thereto. Except as otherwise expressly provided in this Agreement, the Board of Managers or Persons designated by the Board of Managers, including officers and agents appointed by the Board of Managers, will be the only Persons authorized to enter into obligations, make arrangements or execute documents which will be binding on the Company or its Subsidiaries. To the fullest extent permitted by Nevada law, but subject to any specific provisions hereof granting rights to Members, the Board of Managers will have the power to perform any acts, statutory or otherwise, with respect to the Company, its Subsidiaries, or this Agreement, which would otherwise be possessed by the Members under Nevada law, and the Members will have no power whatsoever with respect to the management of the business and affairs of the Company or its Subsidiaries. As permitted by Sections 86.296(1), 86.296(2), 86.326(2), 86.326(2)(b), 86.491 and 86.491(3) of the Act, the power and authority granted to the Board of Managers hereunder will include all those necessary, convenient or incidental for the accomplishment of the purposes of the Company and its Subsidiaries and the exercise of the powers of the Company and its Subsidiaries set forth in Section 2.6 above and will include the power to make all decisions with regard to the management, operations, activities, Properties, assets, financing and capitalization of the Company and its Subsidiaries, including the power and authority to undertake and make decisions concerning: (a) making any decision to authorize and require a Capital Contribution, (b) approval of the annual Program and Budget and any amendment thereto, (c) issuing any new or additional class of Units, (d) authorizing and making any Distribution, (e) commissioning any Feasibility Study or 43-101 Report, (f) hiring and terminating the employment or service, as applicable, of employees, attorneys, accountants, brokers, investment bankers and other advisors and consultants, and entering into employment agreements, equity incentive agreements and other agreements with respect thereto, (g) opening bank and other deposit accounts and operations thereunder, (h) borrowing money, obtaining credit, issuing notes, debentures, securities, equity or other interests of or in the Company or its Subsidiaries, securing the obligations undertaken in connection therewith with mortgages, deeds of trust, pledges and security interests, and granting guaranties with respect to any of the foregoing, (i) entering into or agreeing to any Hedging Transaction or granting, selling or issuing any Royalty, (j) mergers, consolidations, other business combinations, reorganizations, restructurings, recapitalizations, joint ventures, partnerships or other similar alliances and making investments in or the acquisition of securities of any Person, (k) giving guarantees and indemnities, (l) entering into contracts, agreements or other binding obligations or arrangements, including with Members and their Affiliates, whether in the ordinary course of business or otherwise, (m) mergers with or acquisitions of other Persons, (n) acquisitions of property (fee, surface, mineral or otherwise) or other assets, (o) voluntary bankruptcy proceedings, liquidation, insolvency or dissolution, (p) the sale of all or any portion of the assets of the Company or its Subsidiaries, (q) forming subsidiaries or joint ventures, (r) compromising, arbitrating, mediating, adjusting, settling and litigating claims, causes of action, litigation or regulatory action in favor of or against the Company or its Subsidiaries, (s) ceasing production for any period of time, (t) any declaration of Force Majeure with respect to the Company or its Operations, (u) any determination of Fair Market Value, or (v) any other matter, action or thing with respect to the Company and its operations, whether similar or dissimilar to the foregoing, with the foregoing list being provided for illustrative purposes and not for purposes of limitation. Except as otherwise stated herein, any decision, action, approval, authorization, election or determination made by the Board of Managers in furtherance of the terms herein may be made by the Board of Managers in its sole discretion.

Authority of Board of Managers. Except as otherwise expressly provided Subject to any provisions of this Agreement which require the consent or approval of one or more Members and any other limitations contained in this Agreement, the Board of Managers will shall have the exclusive power and authority to manage and conduct the business and affairs of the Company and its Subsidiaries and to make all decisions with respect thereto. Except as may be otherwise expressly provided in this Agreement, members of the Board of Managers or Persons other Persons, in each case designated by the Board of Managers, including officers and agents appointed by the Board of Managers, will shall be the only Persons authorized to enter into obligations, make arrangements or execute documents which will shall be binding on the Company or its SubsidiariesCompany. Except as may be otherwise expressly provided in this Agreement, the Members shall not have the power to bind the Company. To the fullest extent permitted by Nevada Delaware law, but subject to any specific provisions hereof granting rights to MembersMembers and any other limitations contained in this Agreement, the Board of Managers will shall have the power to perform do any and all acts, statutory or otherwise, with respect to the Company, its Subsidiaries, Company or this Agreement, which would otherwise be possessed by the Members under Nevada lawthe laws of the State of Delaware, and the Members will shall have no power whatsoever with respect to the management of the business and affairs of the Company Company. Subject to any provisions of this Agreement which require the consent or its Subsidiaries. As permitted by Sections 86.296(1approval of one or more Members and any other limitations contained in this Agreement (including Section 5.3), 86.296(2), 86.326(2), 86.326(2)(b), 86.491 and 86.491(3) of the Act, the power and authority granted to the Board of Managers hereunder will shall include all those necessary, necessary or convenient or incidental for the accomplishment furtherance of the purposes of the Company and its Subsidiaries and the exercise of the powers of the Company and its Subsidiaries set forth in Section 2.6 above and will shall include the power to make all decisions with regard to the management, operations, activities, Properties, assets, financing and capitalization of the Company and its SubsidiariesCompany, including the power and authority to undertake and make decisions concerning: (a) making any decision to authorize and require a Capital Contribution, (b) approval of the annual Program and Budget and any amendment thereto, (c) issuing any new or additional class of Units, (d) authorizing and making any Distribution, (e) commissioning any Feasibility Study or 43-101 Report, (f) hiring and terminating the employment or service, as applicable, firing of employees, officers, attorneys, accountants, brokers, investment bankers and other advisors and consultants, and (b) entering into employment agreements, equity incentive agreements and other agreements with respect theretoof leases for real or personal property, (gc) opening of bank and other deposit accounts and operations thereunder, (hd) purchasing, constructing, improving, developing, maintaining and disposing of real property, (e) purchasing of insurance, goods, supplies, equipment, materials and other personal property, (f) borrowing of money, obtaining of credit, issuing issuance of notes, debentures, securities, equity or other interests of or in the Company or its Subsidiaries, and securing of the obligations undertaken in connection therewith with mortgages, deeds of trust, pledges mortgages on and security interests, and granting guaranties with respect to interests in all or any portion of the foregoingreal or personal property of the Company, (ig) entering into or agreeing to any Hedging Transaction or granting, selling or issuing any Royalty, (j) mergers, consolidations, other business combinations, reorganizations, restructurings, recapitalizations, joint ventures, partnerships or other similar alliances and making of investments in or the acquisition of securities or assets of any Personperson or entity, (kh) giving of guarantees and indemnities, (li) entering into contracts, of contracts or agreements or other binding obligations or arrangements, including with Members and their Affiliates, whether in the ordinary course of business or otherwise, (mj) mergers with or acquisitions of other Personsentities, (nk) acquisitions of property (feeto the fullest extent permitted by law, surface, mineral or otherwise) or other assets, (o) voluntary bankruptcy proceedings, liquidation, insolvency or dissolution, (p1) the sale or lease of all or any portion of the assets of the Company or its SubsidiariesCompany, (qm) forming subsidiaries Subsidiaries or joint ventures, (rn) compromising, arbitrating, mediating, adjusting, settling adjusting and litigating claims, causes of action, litigation or regulatory action claims in favor of or against the Company Company, and (o) all other acts or its Subsidiaries, (s) ceasing production activities necessary or desirable for any period the carrying out of time, (t) any declaration the purposes of Force Majeure with respect to the Company or its Operations, (u) including any determination of Fair Market Value, or (v) any other matter, action or thing with respect to and all actions that the Company and its operations, whether similar or dissimilar may take pursuant to the foregoing, with the foregoing list being provided for illustrative purposes and not for purposes Section 2.6 of limitation. Except as otherwise stated herein, any decision, action, approval, authorization, election or determination made by the Board of Managers in furtherance of the terms herein may be made by the Board of Managers in its sole discretionthis Agreement.