Common use of Management by the Board of Managers Clause in Contracts

Management by the Board of Managers. Except for the rights expressly conferred to the Unitholders in respect to the Board Governance Exceptions and subject to the provisions of Section 5.1(a), all powers of the Company and management of the Company’s business and affairs are vested in a Board of Managers (the “Board”), including with respect to the matters contemplated by Sections 18-209(b), 18-213(b), 18-216(b), 18-301(b)(l), 18-302(a), 18-304, 18-704(a), 18-801(a), 18-803(a) or 18-806 of the Delaware Act, and the Board may make all decisions and take all actions for the Company not otherwise contemplated in this Agreement. A member of the Board (a “Manager”) need not be a Unitholder. (a) In managing the Company’s business and affairs and exercising the Board’s powers, the Board may act at meetings, by written consent pursuant to Section 5.3 and through any officer to whom the Board delegates authority and duties pursuant to Section 5.4. (b) Any Person (other than a Unitholder) dealing with the Company may rely conclusively upon the power and authority of the Board and the authority of any officer taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith.