Common use of Management by the Managing Member Clause in Contracts

Management by the Managing Member. Subject to the other provisions of this Agreement, the Managing Member shall have full, exclusive, and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs, and shall have all of the rights, powers, and obligations of a manager of a limited liability company organized under the Act and otherwise as provided by law. Except as otherwise expressly provided in this Agreement, the Managing Member shall be and hereby is authorized and empowered to do or cause to be done any and all acts determined by the Managing Member to be necessary, advisable, convenient or incidental in furtherance of the purposes of the Company or its subsidiaries, without any further act, approval, or vote of any Person, including any Member, and without limiting the generality of the foregoing, by way of illustration and not by way of limitation, the Managing Member is hereby authorized and empowered from time to time: (a) to perform all normal business functions and otherwise operate and manage the business and affairs of the Company or its subsidiaries, in accordance with and as limited by this Agreement; (b) to acquire, buy, sell, or otherwise hold, invest in, and deal with, in any form or manner, directly or indirectly, ownership interests of the Company or its subsidiaries; (c) to borrow money or engage in other forms of borrowing for any purpose, and for paying expenses and fees; (d) to employ and dismiss from employment on behalf of the Company or its subsidiaries, any and all employees, agents, attorneys, accountants, consultants, custodians of Company or subsidiary assets, transfer agents, or servicing agents, including Persons that may be Members or Affiliates thereof, and to authorize each such agent and employee (who may be designated as an Officer) to act for and on behalf of the Company or its subsidiaries; (e) to enter into, make, and perform on behalf of the Company or its subsidiaries such contracts, agreements, and other undertakings of every kind, and amendments thereto, as it may deem necessary for, or incidental to, the conduct of the business of the Company or its subsidiaries; (f) to establish and maintain one or more bank accounts for the Company or its subsidiaries in such bank or banks as may, from time to time, be designated as depositaries of the funds of the Company or its subsidiaries; (g) to incur on behalf of the Company or its subsidiaries all expenditures permitted by this Agreement and, to the extent that funds of the Company are available, to pay all such expenses and debts and obligations of the Company and its subsidiaries, including all political and charitable contributions; (h) to admit Members to the Company pursuant to the terms hereof; (i) to establish and maintain a Capital Account and other appropriate accounts, for each Member; (j) to authorize the repurchase of any security of the Company pursuant to the terms hereof; (k) subject to Section 6.2, to determine the amount and timing of distributions to the Members; (l) to establish and maintain the books and records of the Company, and cause the establishment and maintenance of the books and records of the Company’s subsidiaries; (m) to cause the Company or its subsidiaries to purchase or bear the cost of any insurance covering the potential liabilities of the Managing Member, and the directors, officers, employees, agents, and other Affiliates of the Managing Member, acting for the benefit of the Company or its subsidiaries; (n) to compromise and settle claims against or on behalf of the Company or its subsidiaries; (o) to cause the necessary contributions by the Company to its subsidiaries in order to implement the Project in accordance with the CRE Permit and the FERC Certificate, as well as to cause the execution of all such documents as are necessary to update and maintain in full force and effect the CRE Permit and the FERC Certificate, including the execution, filing, negotiation and follow-up of any and all filings presented by the Company or its subsidiaries with any governmental Entity in Mexico or in the United States; (p) to make a call for subsequent Capital Contributions in accordance with the provisions hereof; and (q) to carry on any other activities necessary to, connected with, or incidental to any of the foregoing or the Company’s investments and other activities. The specific grants of power and authority to the Managing Member under this Section 7.2 in no way limit the rights, power, or authority of the Managing Member under this Agreement, the Act, or as otherwise provided by law.

Management by the Managing Member. Subject to the other provisions of (a) Except as otherwise specifically set forth in this Agreement, the Managing Member shall have fullbe deemed to be a “manager” for purposes of applying the Act. Except as expressly provided in this Agreement or the Act, exclusive, the business and complete discretion in the management and control of the affairs of the Company and its Subsidiaries shall be managed, operated and controlled by or under the direction of the Managing Member. The Managing Member is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purposes of the Company, shall make all decisions affecting Company ’s and its Subsidiaries’ business and affairs, and the actions of the Managing Member taken in accordance with such rights and powers, shall bind the Company (and no other Member shall have all of the rights, powers, and obligations of a manager of a limited liability company organized under the Act and otherwise as provided by lawsuch right). Except as otherwise expressly provided in this Agreement, the Managing Member shall be have, and is hereby is authorized granted, the full and empowered complete power, authority and discretion for, on behalf of and in the name of the Company, to do take such actions as it may in its sole discretion deem necessary or cause advisable to be done carry out any and all acts determined by the Managing Member to be necessary, advisable, convenient or incidental in furtherance of the objectives and purposes of the Company Company, subject only to the terms of this Agreement. The Managing Member shall have the power and authority to delegate to one or its subsidiaries, without any further act, approval, or vote of any Person, including any Member, and without limiting the generality of the foregoing, by way of illustration and not by way of limitation, more other Persons the Managing Member is hereby authorized Member’s rights and empowered from time powers to time: (a) to perform all normal business functions manage and otherwise operate and manage control the business and affairs of the Company and its Subsidiaries, including to delegate to agents and employees of a Member, the Company or any of its subsidiariesSubsidiaries, in accordance with and as limited to delegate by this Agreement; (b) to acquire, buy, sella management agreement or another agreement with, or otherwise holdto, invest in, other Persons. The Managing Member may authorize any Person to enter into and deal with, in perform any form or manner, directly or indirectly, ownership interests of the Company or its subsidiaries; (c) to borrow money or engage in other forms of borrowing for any purpose, and for paying expenses and fees; (d) to employ and dismiss from employment document on behalf of the Company or its subsidiaries, any and all employees, agents, attorneys, accountants, consultants, custodians of Company or subsidiary assets, transfer agents, or servicing agents, including Persons that may be Members or Affiliates thereof, and to authorize each such agent and employee Subsidiary. (who may be designated as an Officerb) to act for and on behalf of the Company PubCo or its subsidiaries; (e) to enter intosuccessor may withdraw as the Managing Member and appoint as its successor, make, and perform on behalf of the Company or its subsidiaries such contracts, agreements, and other undertakings of every kind, and amendments thereto, as it may deem necessary for, or incidental to, the conduct of the business of the Company or its subsidiaries; (f) to establish and maintain one or more bank accounts for the Company or its subsidiaries in such bank or banks as may, from at any time to time, be designated as depositaries of the funds of the Company or its subsidiaries; (g) to incur on behalf of the Company or its subsidiaries all expenditures permitted by this Agreement and, upon written notice to the extent that funds of the Company are availableCompany, to pay all such expenses and debts and obligations of the Company and its subsidiaries, including all political and charitable contributions; (h) to admit Members to the Company pursuant to the terms hereof; (i) to establish and maintain any wholly owned Subsidiary of PubCo or its successor, (ii) any Person of which PubCo or its successor is a Capital Account and other appropriate accountswholly owned Subsidiary, for each Member; (jiii) to authorize the repurchase any Person into which PubCo or its successor is merged or consolidated or (iv) any Transferee of any security all or substantially all of the Company pursuant to the terms hereof; (k) subject to Section 6.2, to determine the amount and timing assets of distributions to the Members; (l) to establish and maintain the books and records of the Company, and cause the establishment and maintenance of the books and records of the Company’s subsidiaries; (m) to cause the Company PubCo or its subsidiaries to purchase or bear successor (any such Person, a “Permitted Successor”), which withdrawal and replacement shall be effective upon the cost delivery of any insurance covering the potential liabilities such notice and admission of the Managing Member, and the directors, officers, employees, agents, and other Affiliates of the Managing Member, acting for the benefit of the Company or its subsidiaries; (n) to compromise and settle claims against or on behalf of the Company or its subsidiaries; (o) to cause the necessary contributions by the Company to its subsidiaries in order to implement the Project such Permitted Successor as a Member in accordance with the CRE Permit and the FERC Certificate, as well as to cause the execution terms of all such documents as are necessary to update and maintain in full force and effect the CRE Permit and the FERC Certificate, including the execution, filing, negotiation and follow-up of any and all filings presented by the Company or its subsidiaries with any governmental Entity in Mexico or in the United States; (p) to make a call for subsequent Capital Contributions in accordance with the provisions hereof; and (q) to carry on any other activities necessary to, connected with, or incidental to any of the foregoing or the Company’s investments and other activities. The specific grants of power and authority to the Managing Member under this Section 7.2 in no way limit the rights, power, or authority of the Managing Member under this Agreement, the Act, or as otherwise provided by law.