Common use of Duties and Authority of Manager Clause in Contracts

Duties and Authority of Manager. 7.2.1. The Manager shall have full, exclusive and complete discretion, power and authority, subject to the provisions of this Agreement including but not limited to the Member approval requirements set forth below, to manage, control, administer and operate the business and affairs of the Company, including the power to (i) acquire, lease, sell or trade real and personal property on behalf of the Company, (ii) borrow money for or otherwise incur obligations for the Company and execute and deliver notes and mortgages consenting to the confession of judgment against the Company, and (iii) make any expenditures necessary or appropriate in connection with the management of the affairs of the Company. Notwithstanding any other provision of this Agreement, unless approved by Members holding at least sixty percent (60%) of the outstanding Membership Interests, the Manager may not: a. Open any bank or brokerage accounts or change the signatory authority on any bank or brokerage accounts; b. Hire any employees; c. Pledge any collateral of the Company or issue a guaranty of any of the Company’s obligations; d. Acquire any real property or personal property in excess of $10,000; e. Initiate any calls for Additional Capital Contributions; f. Sell additional Membership Interests or otherwise admit new Members to the Company; g. Make any distributions of cash or property to the Members; h. Sell any assets of the Company; i. Amend this Agreement; j. Initiate any bankruptcy actions on behalf of the Company; k. Commence dissolution actions on behalf of the Company. l. Appoint officers or designate their duties. 7.2.2. The Manager shall not do any act in contravention of this Agreement or possess Company property or assign rights in Company property other than for Company purposes. The Manager shall have no authority to create any note, mortgage, pledge or other obligation, or enter into any guarantee or suretyship agreement, which provides that any Member shall be personally liable for the payment of all or any part thereof, without the express written consent of each Member who will be held personally liable thereunder. 7.2.3. The Manager shall devote only as much time to the business and affairs of the Company as necessary for the proper performance of his or her duties. 7.2.4. The Manager shall perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interests of the Company and with the care that an ordinarily prudent person in a like position would use under similar circumstances. 7.2.5. Subject to the requirements of Section 7.2.1, the Manager shall have the authority to appoint Officers as he shall determine necessary and in the best interests of the Company. These Officers shall have such duties and powers as set forth in this Agreement or as reasonably determined by the Manager from time to time. Any number of offices may be held by the same person. Any Officer of the Company may resign at any time by giving written notice to the Manager. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, then upon receipt thereof. The acceptance of such resignation shall not be necessary to make it effective. The Manager may remove any officer with or without cause from office by written notice to such officer.