Common use of Authority of the Managing Member Clause in Contracts

Authority of the Managing Member. Except as expressly provided -------------------------------- to the contrary in this Agreement, the Managing Member shall have co-existent authority with the Members over the daily routine and ordinary management and control of the LLC business. Except as expressly provided in this Agreement or as expressly directed by a vote of the holders of a majority of the Ownership Interests, the Managing Member shall have no additional authority regarding management of the LLC. All of the authority to manage the LLC and make all decisions and bind and obligate the LLC shall remain with the Members. The Members shall retain all rights to manage the LLC, which shall include, but not be limited to, the following: (a) take all action necessary or desirable to acquire the Property and, own, manage and operate the Business of the LLC as set forth herein; (b) sell or mortgage or otherwise dispose of or encumber or take any action with regard to the LLC Property; (c) acquire such insurance as the Members deem reasonable and advisable; (d) pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the LLC; (e) act for the LLC in all transactions concerning the LLC Business and/or the LLC Property or underlying property, including execution on behalf of the LLC of all documents in connection therewith; (f) employ at the LLC's expense such persons, firms, companies, agents, employees, attorneys, accountants, financial advisors, business consultants, and such other professional personnel, including Affiliates of the Members; (g) establish bank accounts for the LLC funds, authorize designees to disburse such funds on behalf of the LLC, and for such purpose; (h) negotiate with and compensate, as required, any governmental authorities regarding assessments, taxes and related matters; (i) invest LLC funds in any form of bank accounts, government obligations, stocks, bonds or any other investment; (j) admit Members to the LLC as provided herein;

Authority of the Managing Member. Except as expressly provided -------------------------------- The Managing Member shall have the authority on behalf and in the name of the Company to perform all acts necessary and desirable to the contrary objects and purposes of the Company, subject only to the restrictions expressly set forth in this AgreementAgreement (including Sections 4.3 and 4.4 ) and subject to the rights of the Company Liquidator to liquidate the Company and take all actions incidental thereto during the Liquidation Period. Subject to such restrictions, the authority of the Managing Member shall have co-existent authority with the Members over the daily routine and ordinary management and control of the LLC business. Except as expressly provided in this Agreement or as expressly directed by a vote of the holders of a majority of the Ownership Interests, the Managing Member shall have no additional authority regarding management of the LLC. All of include the authority to manage the LLC and make all decisions and bind and obligate the LLC shall remain with the Members. The Members shall retain all rights to manage the LLC, which shall include, but not be limited to, the following: (ai) take all action necessary or desirable to acquire the Property and, own, manage engage in transactions and operate the Business of the LLC as set forth herein; (b) sell or mortgage or otherwise dispose of or encumber or take any action with regard to the LLC Property; (c) acquire such insurance as the Members deem reasonable and advisable; (d) pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the LLC; (e) act for the LLC in all transactions concerning the LLC Business and/or the LLC Property or underlying property, including execution dealings on behalf of the LLC Company, including transactions and dealings with any Member or any Affiliate of all documents in connection therewithany Member; (fii) employ at call meetings of Members or any class or series thereof; (iii) make Distributions on account of Member Interests in accordance with the LLC's expense provisions of this Agreement and the Act, provided, that all such persons, firms, companies, agents, employees, attorneys, accountants, financial advisors, business consultants, and such other professional personnel, including Affiliates of the Distributions shall be in cash unless otherwise consented to by all Members; (giv) establish bank accounts for the LLC fundsappoint (and dismiss from appointment) officers, authorize designees to disburse such funds attorneys and agents on behalf of the LLCCompany, and engage (and dismiss from engagement) any and all persons providing legal, accounting or financial services to the Company, or such other Persons as the Managing Member deems necessary or desirable for such purposethe management and operation of the Company; (hv) negotiate with incur and compensate, as required, any governmental authorities regarding assessments, taxes pay all expenses and related mattersobligations incident to the operation and management of the Company; (ivi) invest LLC funds subject to the provisions of Section 11, effect a dissolution of the Company after the occurrence of a Termination Event and, to the extent provided in any form Section 11, act as Company Liquidator for the purpose of bank accountswinding up the Company's affairs, government obligations, stocks, bonds or any other investmentall in accordance with the provisions of this Agreement and the Act; (jvii) admit bring and defend (or settle) on behalf of the Company actions and proceedings at law or equity before any court or governmental, administrative or other regulatory agency, body or commission or any arbitrator or otherwise; (viii) prepare or cause to be prepared reports, statements and other relevant information for distribution to Members as may be required by this Agreement or the Act and any additional information determined to be appropriate by the Managing Member from time to time; (ix) execute, deliver and perform the Company's obligations under any Operative Documents to which the Company is a party, including any certificates and other documents and instruments related thereto; (x) prepare and file all necessary returns and statements and pay all taxes, assessments and other impositions applicable to the LLC as provided herein;Company Property pursuant to Section 8.2; and (xi) execute all other documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary or desirable for or incidental to the foregoing.

Authority of the Managing Member. (a) Except as for situations in which the approval of the Members is expressly provided -------------------------------- to and specifically required by the contrary in express terms of this Agreement, and subject to the provisions of this Section 5.1, (i) the Managing Member shall conduct, direct and exercise full control over all activities of the LLC (including all decisions relating to subsequent Capital Contributions, issuances of Equity Securities and the voting and sale of, and the exercise of other rights with respect to, the equity securities of GT Equipment Technologies held by the LLC), (ii) all management powers and authority over the business and affairs of the LLC shall be exclusively vested in the Managing Member, (iii) the Managing Member may, in its sole discretion, cause the LLC to vote for or otherwise consent to any sale of all or substantially all of the assets or securities of GT Equipment Technologies (whether by merger, consolidation or otherwise) and (iv) the Managing Member shall have co-existent the sole power and authority with the Members over the daily routine and ordinary management and control to bind or take any action on behalf of the LLC, or to exercise any rights and powers (including, without limitation, the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) granted to the LLC business. Except as expressly provided in under this Agreement or as expressly directed by any other agreement, instrument, or other document to which the LLC is a vote party. Notwithstanding the foregoing, except for issuances of securities to the Managing Member or its Affiliates (subject to Section 3.1(d)), without the approval of the holders of a majority of the Ownership InterestsNon-Power Fund Equity, the Managing Member shall have no additional authority regarding management not approve any transaction between the LLC or any Subsidiary of the LLCLLC on the one hand, and the Managing Member, Power Fund, or any of their respective Affiliates, on the other. All of No other Member shall have the power and authority to manage bind the LLC and make all decisions and bind and obligate the LLC shall remain with the Members. The Members shall retain all rights in any way, to manage do any act that would be (or that could be construed as) binding on the LLC, which shall include, but not be limited to, the following: (a) take all action necessary or desirable to acquire the Property and, own, manage and operate the Business of the LLC as set forth herein; (b) sell or mortgage or otherwise dispose of or encumber or take make any action with regard to the LLC Property; (c) acquire such insurance as the Members deem reasonable and advisable; (d) pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the LLC; (e) act for the LLC in all transactions concerning the LLC Business and/or the LLC Property or underlying property, including execution on behalf of the LLC of all documents in connection therewith; (f) employ at the LLC's expense such persons, firms, companies, agents, employees, attorneys, accountants, financial advisors, business consultants, and such other professional personnel, including Affiliates of the Members; (g) establish bank accounts for the LLC funds, authorize designees to disburse such funds expenditures on behalf of the LLC, unless such specific power and for authority has been expressly granted in writing to and not revoked from such purposeother Member by the Managing Member. (b) Without limiting the generality of the foregoing: (i) the Managing Member and the LLC (and any delegate thereof) shall exercise all rights and powers of the LLC (whether such rights and powers are expressly and specifically granted to the LLC under the terms of an agreement to which the LLC is a party, or arise as a result of the LLC's ownership of securities or otherwise) to amend or consent to an amendment, modification, or waiver of GT Equipment Technologies' certificate of incorporation or bylaws, solely as directed by the Managing Member; (hii) negotiate the Managing Member shall have exclusive authority on behalf of the LLC to prepare all tax returns, make or not make any tax elections or other decisions related to taxes, control the handling of any tax proceeding, and otherwise interact with and compensate, as required, any governmental authorities regarding assessments, taxes and related taxing authority with respect to LLC matters; (iiii) invest the Managing Member shall have sole discretion and right to enter into any agreement regarding, and have sole authority to approve on behalf of the LLC funds and all of the Members, a Sale of the LLC or any merger, consolidation or other transaction involving the LLC; and (iv) the Managing Member and the LLC (and any delegate thereof) shall exercise all rights and powers of the LLC (including all rights and powers to take certain actions, give or withhold certain consents or approvals, waive or require the satisfaction of certain conditions, or make certain determinations, opinions, judgments, or other decisions) as a holder of capital stock or other securities of or interests in GT Equipment Technologies, including under GT Equipment Technologies' certificate of incorporation or bylaws, or under applicable law (e.g., the right to vote, transfer or otherwise dispose of any interest in any form of bank accountssuch securities), government obligations, stocks, bonds or any other investment; (j) admit Members to solely as directed by the LLC as provided herein;Managing Member.

Authority of the Managing Member. (a) Except as expressly provided -------------------------------- herein, the Managing Member has all power and authority to manage, and direct the management of, the business and affairs of the Company. Approval by or action taken by the Managing Member constitutes approval or action by the Company and is binding on each Member. (b) Subject to the contrary in limitations imposed by the Act and this Agreement, the Managing Member shall have co-existent authority with has the Members over the daily routine and ordinary management power to conduct, manage and control both the ordinary business of the LLC business. Except as expressly provided in this Agreement Company and extraordinary transactions including without limitation the power to: (i) approve the acquisition, disposition, purchase, sale, exchange or as expressly directed by a vote liquidation of the holders of a majority assets or property of the Ownership Interests, Company; (ii) authorize any distribution to Members; (iii) change the fiscal year of the Company or make or modify any tax elections as the Managing Member shall have no additional authority regarding management believes to be in the best interests of the LLC. All of the authority to manage the LLC Company and make all decisions and bind and obligate the LLC shall remain with the Members. The Members shall retain all rights to manage the LLC, which shall include, but not be limited to, the following: (a) take all action necessary or desirable to acquire the Property and, own, manage and operate the Business of the LLC as set forth herein; (b) sell or mortgage or otherwise dispose of or encumber or take any action with regard to the LLC Property; (c) acquire such insurance as the Members deem reasonable and advisable; (d) pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the LLC; (e) act for the LLC in all transactions concerning the LLC Business and/or the LLC Property or underlying property, including execution on behalf of the LLC of all documents in connection therewith; (f) employ at the LLC's expense such persons, firms, companies, agents, employees, attorneys, accountants, financial advisors, business consultants, and such other professional personnel, including Affiliates of the Members; (giv) establish bank possess, transfer or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, securities or other property held or owned by the Company, including but not limited to conducting and managing the operations of the subsidiaries of the Company; (v) approve any change of the location of the principal place of business of the Company; (vi) open, conduct and close checking, savings, custodial and other accounts for the LLC funds, authorize designees to disburse such funds on behalf of the LLCCompany in such banks or other financial institutions as the Managing Member may select from time to time; (vii) negotiate, enter into, execute and exercise the Company's rights under any and all contracts necessary, desirable or convenient with respect to the business and affairs of the Company; (viii) execute any notifications, statements, reports, returns, registrations or other filings that are necessary or desirable to be filed with any local, state or federal agency, commission or authority, including without limitation any registration of securities with any state or federal securities commission, and appear before such agency, commission or authority on behalf of the Company; (ix) purchase or bear the cost of any insurance covering the potential liabilities of the Company, the Members, the Managing Member or any officer or employee of the Company, and any other Person acting on behalf of the Company; (x) commence, defend or settle litigation pertaining to the Company, its business or assets, provided that the Company is not to bear the expenses of any litigation brought against any Member or the Managing Member acting in that capacity, any officer or employee of the Company or any other Person acting on behalf of the Company except as permitted by this Agreement; (xi) employ accountants, attorneys, contractors, brokers, investment managers, engineers, consultants, agents or other Persons, firms, corporations or entities on such terms and for such purpose;compensation as it determines is proper, including without limitation Persons who may be Members or Affiliates, or who perform services for, or have business, financial, family or other relationships with, any Member, the Managing Member or any officer or employee of the Company; and (hxii) negotiate with enter into, make, perform and compensateterminate such contracts, agreements and other undertakings as the Managing Member may determine to be necessary, advisable or incidental to the carrying out of the foregoing objects and purposes, and execute, acknowledge and deliver such instruments, and do such other acts, as requiredit may deem necessary, any governmental authorities regarding assessments, taxes and related matters; (i) invest LLC funds in any form of bank accounts, government obligations, stocks, bonds advisable or any other investment; (j) admit Members incidental to the LLC as provided herein;conduct of the business contemplated by this Section 7.2(b).

Authority of the Managing Member. (a) Except as expressly provided -------------------------------- herein, the Managing Member has all power and authority to manage, and direct the management of, the business and affairs of the Company. Approval by or action taken by the Managing Member constitutes approval or action by the Company and is binding on each Member. (b) Subject to the contrary in limitations imposed by the Act and this Agreement, the Managing Member shall have co-existent authority with has the Members over the daily routine and ordinary management power to conduct, manage and control both the ordinary business of the LLC business. Except as expressly provided in this Agreement Company and extraordinary transactions including without limitation the power to: (i) approve the acquisition, disposition, purchase, sale, exchange or as expressly directed by a vote liquidation of the holders of a majority assets or property of the Ownership Interests, Company; (ii) authorize any distribution to Members; (iii) change the fiscal year of the Company or make or modify any tax elections as the Managing Member shall have no additional authority regarding management believes to be in the best interests of the LLC. All of the authority to manage the LLC Company and make all decisions and bind and obligate the LLC shall remain with the Members. The Members shall retain all rights to manage the LLC, which shall include, but not be limited to, the following: (a) take all action necessary or desirable to acquire the Property and, own, manage and operate the Business of the LLC as set forth herein; (b) sell or mortgage or otherwise dispose of or encumber or take any action with regard to the LLC Property; (c) acquire such insurance as the Members deem reasonable and advisable; (d) pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the LLC; (e) act for the LLC in all transactions concerning the LLC Business and/or the LLC Property or underlying property, including execution on behalf of the LLC of all documents in connection therewith; (f) employ at the LLC's expense such persons, firms, companies, agents, employees, attorneys, accountants, financial advisors, business consultants, and such other professional personnel, including Affiliates of the Members; (giv) establish bank possess, transfer or otherwise deal in, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, securities or other property held or owned by the Company, including but not limited to conducting and managing the operations of the subsidiaries of the Company; (v) approve any change of the location of the principal place of business of the Company; (vi) open, conduct and close checking, savings, custodial and other accounts for the LLC funds, authorize designees to disburse such funds on behalf of the LLCCompany in such banks or other financial institutions as the Managing Member may select from time to time; (vii) negotiate, enter into, execute and exercise the Company’s rights under any and all contracts necessary, desirable or convenient with respect to the business and affairs of the Company; (viii) execute any notifications, statements, reports, returns, registrations or other filings that are necessary or desirable to be filed with any local, state or federal agency, commission or authority, including without limitation any registration of securities with any state or federal securities commission, and appear before such agency, commission or authority on behalf of the Company; (ix) purchase or bear the cost of any insurance covering the potential liabilities of the Company, the Members, the Managing Member or any officer or employee of the Company, and any other Person acting on behalf of the Company; (x) commence, defend or settle litigation pertaining to the Company, its business or assets, provided that the Company is not to bear the expenses of any litigation brought against any Member or the Managing Member acting in that capacity, any officer or employee of the Company or any other Person acting on behalf of the Company except as permitted by this Agreement; (xi) employ accountants, attorneys, contractors, brokers, investment managers, engineers, consultants, agents or other Persons, firms, corporations or entities on such terms and for such purpose;compensation as it determines is proper, including without limitation Persons who may be Members or Affiliates, or who perform services for, or have business, financial, family or other relationships with, any Member, the Managing Member or any officer or employee of the Company; and (hxii) negotiate with enter into, make, perform and compensateterminate such contracts, agreements and other undertakings as the Managing Member may determine to be necessary, advisable or incidental to the carrying out of the foregoing objects and purposes, and execute, acknowledge and deliver such instruments, and do such other acts, as requiredit may deem necessary, any governmental authorities regarding assessments, taxes and related matters; (i) invest LLC funds in any form of bank accounts, government obligations, stocks, bonds advisable or any other investment; (j) admit Members incidental to the LLC as provided herein;conduct of the business contemplated by this Section 7.2(b).

Authority of the Managing Member. Except as expressly provided -------------------------------- to the contrary in this Agreement, the Managing Member shall have co-existent authority with the Members over the daily routine and ordinary management and control of the LLC businessBusiness. Except as expressly provided in this Agreement or as expressly directed by a vote of the holders of a majority of the Ownership Interests, the Managing Member shall have no additional authority regarding management of the LLC. All of the authority to manage the LLC and make all decisions and bind and obligate the LLC shall remain with the Members. The Members shall retain all rights to manage the LLC, which shall include, but not be limited to, the following: (a) take all action necessary or desirable to acquire the Property and, and own, manage and operate the Business of the LLC as set forth herein; (b) sell or mortgage or otherwise dispose of or encumber or take any action with regard to the LLC Propertyproperty; (c) acquire such insurance as the Members deem reasonable and advisable; (d) pay, collect, compromise, arbitrate or otherwise adjust any and all claims Claims or demands of or against the LLC; (e) act for the LLC in all transactions concerning the LLC Business and/or the LLC Property or underlying property, including execution on behalf of the LLC of all documents in connection therewith; (f) employ at the LLC's ’s expense such persons, firms, companies, agents, employees, attorneys, accountants, financial advisors, business consultants, and such other professional personnel, including Affiliates of the Members; (g) establish bank accounts for the LLC funds, authorize designees to disburse such funds on behalf of the LLC, and for such purpose; (h) negotiate with and compensate, as required, any governmental authorities regarding assessmentsassessment, taxes and related matters; (i) invest LLC funds in any form of bank accounts, government obligations, stocks, bonds or any other investment; (j) admit Members to the the. LLC as provided herein; (k) distribute to Members their share of Distributable Net Proceeds; (1) perform all other acts reasonable and necessary in connection with the LLC business. The execution and delivery of any instrument described above that is signed by any Member shall be sufficient to bind the LLC. Notwithstanding the above, Members holding a majority of the Ownership Interests shall approve any action regarding the Property or the Business of the LLC which falls outside of the routine day-to-day management of the LLC.