Common use of Management in General Clause in Contracts

Management in General. (a) The management and control of the business of the LLC shall be vested exclusively in the Manager Member, and the Manager Member shall have exclusive power and authority, in the name of and on behalf of the LLC, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the LLC; with or without the vote or consent of the Members in their capacity as such, except as specifically provided in this Agreement. Members, in their capacity as such, shall have no right to amend or terminate this Agreement or to appoint, select, vote for or remove the Manager Member, the Officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Manager Member shall have the power to sign for or bind the LLC to any agreement or document in its capacity as a Member, but the Manager Member may delegate the power to sign for or bind the LLC. (b) The Manager Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the LLC: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the LLC's business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the LLC as set forth in Section 2.7 hereof, or to protect and preserve the LLC's assets. The Manager Member may delegate any or all of the foregoing powers. (c) The Manager Member is required to be a Member, and shall hold office until its resignation in accordance with the provisions hereof. The Manager Member is a "manager" (within the meaning of the Act) of the LLC. The Manager Member shall devote such time to the business and affairs of the LLC as it deems necessary, in its sole discretion, for the performance of its duties, but in any event, shall not be required to devote full time to the performance of such duties and may delegate its duties and responsibilities as provided in Section 3.3. (d) Any action taken by the Manager Member, and the signature of the Manager Member (or an authorized representative thereof) on any agreement, contract, instrument or other document on behalf of the LLC, shall be sufficient to bind the LLC and shall conclusively evidence the authority of the Manager Member and the LLC with respect thereto. (e) Any Person dealing with the LLC, the Manager Member or any Member may rely upon a certificate signed by the Manager Member as to (i) the authority of the Manager Member or any Member; (ii) any factual matters relevant to the affairs of the LLC; (iii) the Persons who are authorized to execute and deliver any document on behalf of the LLC; or (iv) any action taken or omitted by the LLC or the Manager Member. (f) Notwithstanding the foregoing, the Manager Member shall have no power or authority whatsoever to make investment recommendations to Clients on behalf of the LLC, to execute or cause the execution of any transaction in, or exercise any powers with respect to securities or other instruments or assets held in the accounts of Clients of the LLC, or determine the terms, timing or other conditions on which any such transaction may be recommended or executed into. (g) In addition to, and not in limitation of, the Manager Member's powers and authority under this Agreement (including without limitation, pursuant to Section 3.1(a) hereof), the Manager Member shall also have the power, in its reasonable discretion (after consultation with at least one member of the Management Committee to the extent such prior consultation is feasible), to take any or all of the following actions whether or not they involve day-to-day operations, business and activities of the LLC: (i) any action it deems reasonably necessary or appropriate to cause the LLC or any Controlled Affiliate of the LLC, or any officer, employee, member, partner, or agent thereof, to comply with applicable laws, rules or regulations, or any such action required by the Manager Member in accordance with its duties hereunder; (ii) any action it deems reasonably necessary or appropriate to coordinate any initiative which involves the LLC (or a Controlled Affiliate of the LLC) and the Manager Member, AMG and/or any of their respective Affiliates, but only on such terms and conditions as the participation of the LLC in such initiative has been approved by the Management Committee; (iii) any action it deems necessary or appropriate to cause the LLC to fulfill its obligations and exercise its rights under the Merger Agreement; (iv) any action it deems necessary or appropriate to cause the LLC to participate in employee benefit plans that are subject to ERISA or require qualification under Section 401 of the Internal Revenue Code in order to make the expenses of such plans deductible and establish or modify the terms of any such plan and any action necessary or desirable in connection therewith, but only to the extent that the Manager Member reasonably believes that such participation or modification is required for the continued qualification of such plan under Section 401(a) of the Code or to make the expense by the LLC under such plans deductible or to comply with ERISA, as the case may be, provided that the Manager Member's power under this paragraph (iv) shall not impair the Management Committee's power and authority to establish or modify any employee benefit arrangement not intended to qualify under Section 401 of the Code or subject to ERISA (excluding Title I, Subtitle A and Title I, Subtitle B, Part 1 thereof, to the extent that the establishment or modification of such arrangement does not adversely affect the ability of the Manager Member (or any of its Affiliates) to offer the same or similar employee benefit arrangements to its similarly situated employees; (v) any other action that the Manager Member is authorized to take pursuant to the terms of this Agreement (subject to having obtained any required Management Committee approval) and any other action necessary or appropriate to prevent actions that require the Manager Member's consent pursuant to the terms of this Agreement if such consent has not then been given.

Management in General. (a) The management and control of the business of the LLC Company shall be vested exclusively in a position entitled the Manager “Managing Member, ,” and the Manager Managing Member shall have exclusive power and authority, in the name of and on behalf of the LLCCompany, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the LLCCompany; with or without the vote or consent of the Members in their capacity as such, except as specifically provided in this Agreement. Members, in their capacity as such, shall have no right to amend or terminate this Agreement or to appoint, select, vote for or remove the Manager Managing Member, the Officers officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Manager Managing Member shall have the power to sign for or bind the LLC Company to any agreement or document in its capacity as a Member, but the Manager Managing Member may delegate the power to sign for or bind the LLCCompany to one or more officers. (b) The Manager authority of the Managing Member over the conduct of the affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act. The Managing Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the LLCCompany: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the LLC's Company’s business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the LLC as set forth in Section 2.7 hereofCompany, or to protect and preserve the LLC's Company’s assets, any such action taken by the Managing Member being sufficient to bind the Company and conclusively evidencing the authority of the Managing Member and the Company with respect thereto. The Manager Managing Member may delegate any or all of the foregoing powerspowers to one or more of the officers. (c) The Manager Managing Member need not be a resident of the State of Delaware. The Managing Member is required to be a Member or an Affiliate of a Member, and shall hold office until its resignation or removal in accordance with the provisions hereof. The Manager Member is a "manager" (within the meaning As of the Act) of date hereof, the LLCManaging Member shall be Nuveen. The Manager Managing Member shall devote such time to the business and affairs of the LLC Company as it deems necessary, in its sole discretion, for the performance of its duties, but in any event, event shall not be required to devote full time to the performance of such duties and may delegate its such duties and responsibilities as provided in Section 3.3this Agreement. (d) Any action taken by the Manager Member, and the signature of the Manager Member (or an authorized representative thereof) on any agreement, contract, instrument or other document on behalf of the LLC, shall be sufficient to bind the LLC and shall conclusively evidence the authority of the Manager Member and the LLC with respect thereto. (e) Any Person dealing with the LLCCompany, the Manager Managing Member or any Member may rely upon a certificate signed by the Manager Managing Member as to (i) the authority identity of the Manager Managing Member or any Member; (ii) any factual matters relevant to the affairs of the LLCCompany; (iii) the Persons who are authorized to execute and deliver any document on behalf of the LLCCompany; or (iv) any action taken or omitted by the LLC Company or the Manager Managing Member. (e) The Managing Member (whether an initial or a successor Managing Member) shall cease to be the Managing Member upon the earlier of (i) such Managing Member’s resignation or (ii) such Managing Member’s removal pursuant to the affirmative vote of the Members holding a majority of the Class 1 Interests. Any vacancy in the Managing Member position, whether occurring as a result of a Managing Member resigning or being removed, may be filled by appointment of a successor by the Members holding a majority of the Class 1 Interests. (f) Notwithstanding anything to the foregoingcontrary contained herein, the Manager Member shall have no power any merger or authority whatsoever to make investment recommendations to Clients on behalf consolidation of the LLC, to execute or cause the execution of any transaction in, or exercise any powers Company with respect to securities or other instruments or assets held in the accounts of Clients of the LLC, or determine the terms, timing or other conditions on which any such transaction may be recommended or executed into. (g) In addition toan unaffiliated Person, and not in limitation of, the Manager Member's powers and authority under this Agreement (including without limitation, pursuant to Section 3.1(a) hereof), the Manager Member shall also have the power, in its reasonable discretion (after consultation with at least one member any sale of the Management Committee to the extent such prior consultation is feasible), to take any all or substantially all of the following actions whether or not they involve day-to-day operations, business and activities assets of the LLC: (i) Company to any action it deems reasonably necessary or appropriate to cause such Person, shall require the LLC or any Controlled Affiliate consent of the LLC, or any officer, employee, member, partner, or agent thereof, to comply with applicable laws, rules or regulations, or any such action required by the Manager Member in accordance with its duties hereunder; (ii) any action it deems reasonably necessary or appropriate to coordinate any initiative which involves the LLC (or Members holding a Controlled Affiliate majority of the LLC) and the Manager Member, AMG and/or any Interests of their respective Affiliates, but only on such terms and conditions as the participation of the LLC in such initiative has been approved by the Management Committee; (iii) any action it deems necessary or appropriate to cause the LLC to fulfill its obligations and exercise its rights under the Merger Agreement; (iv) any action it deems necessary or appropriate to cause the LLC to participate in employee benefit plans that are subject to ERISA or require qualification under Section 401 of the Internal Revenue Code in order to make the expenses of such plans deductible and establish or modify the terms of any such plan and any action necessary or desirable in connection therewith, but only to the extent that the Manager Member reasonably believes that such participation or modification is required for the continued qualification of such plan under Section 401(a) of the Code or to make the expense by the LLC under such plans deductible or to comply with ERISA, as the case may be, provided that the Manager Member's power under this paragraph (iv) shall not impair the Management Committee's power and authority to establish or modify any employee benefit arrangement not intended to qualify under Section 401 of the Code or subject to ERISA (excluding Title I, Subtitle A and Title I, Subtitle B, Part 1 thereof, to the extent that the establishment or modification of such arrangement does not adversely affect the ability of the Manager Member (or any of its Affiliates) to offer the same or similar employee benefit arrangements to its similarly situated employees; (v) any other action that the Manager Member is authorized to take pursuant to the terms of this Agreement (subject to having obtained any required Management Committee approval) and any other action necessary or appropriate to prevent actions that require the Manager Member's consent pursuant to the terms of this Agreement if such consent has not each Class then been givenoutstanding.

Management in General. (a) The management and control of the business of the LLC Company shall be vested exclusively in a position entitled the Manager “Managing Member, ,” and the Manager Managing Member shall have exclusive power and authority, in the name of and on behalf of the LLCCompany, to perform all acts and do all things which, in its sole discretion, it deems necessary or desirable to conduct the business of the LLCCompany; with or without the vote or consent of the Members in their capacity as such, except as specifically provided in this Agreement. Members, in their capacity as such, shall have no right to amend or terminate this Agreement or to appoint, select, vote for or remove the Manager Managing Member, the Officers officers or their agents or to exercise voting rights or call a meeting of the Members, except as specifically provided in this Agreement. No Member other than the Manager Managing Member shall have the power to sign for or bind the LLC Company to any agreement or document in its capacity as a Member, but the Manager Managing Member may delegate the power to sign for or bind the LLCCompany to one or more officers. (b) The Manager authority of the Managing Member over the conduct of the affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act. The Managing Member shall, subject to all applicable provisions of this Agreement and the Act, be authorized in the name of and on behalf of the LLCCompany: (i) to enter into, execute, amend, supplement, acknowledge and deliver any and all contracts, agreements, leases or other instruments for the operation of the LLC's Company’s business; and (ii) in general to do all things and execute all documents necessary or appropriate to conduct the business of the LLC as set forth in Section 2.7 hereofCompany, or to protect and preserve the LLC's Company’s assets, any such action taken by the Managing Member being sufficient to bind the Company and conclusively evidencing the authority of the Managing Member and the Company with respect thereto. The Manager Managing Member may delegate any or all of the foregoing powerspowers to one or more of the officers. (c) The Manager Managing Member need not be a resident of the State of Delaware. The Managing Member is required to be a Member, and shall hold office until its resignation or removal in accordance with the provisions hereof. The Manager As of the date hereof, the Managing Member is a "manager" (within the meaning of the Act) of the LLCNuveen. The Manager Managing Member shall devote such time to the business and affairs of the LLC Company as it deems necessary, in its sole discretion, for the performance of its duties, but in any event, event shall not be required to devote full time to the performance of such duties and may delegate its duties and responsibilities as provided in Section 3.3this Agreement. (d) Any action taken by the Manager Member, and the signature of the Manager Member (or an authorized representative thereof) on any agreement, contract, instrument or other document on behalf of the LLC, shall be sufficient to bind the LLC and shall conclusively evidence the authority of the Manager Member and the LLC with respect thereto. (e) Any Person dealing with the LLCCompany, the Manager Managing Member or any Member may rely upon a certificate signed by the Manager Managing Member as to (i) the authority identity of the Manager Managing Member or any Member; , (ii) any factual matters relevant to the affairs of the LLCCompany; (iii) the Persons who are authorized to execute and deliver any document on behalf of the LLCCompany; or (iv) any action taken or omitted by the LLC Company or the Manager Managing Member. (fe) Notwithstanding The Managing Member (whether an initial or a successor Managing Member) shall cease to be the foregoing, Managing Member upon the Manager Member shall have no power or authority whatsoever to make investment recommendations to Clients on behalf earlier of the LLC, to execute or cause the execution of any transaction in, or exercise any powers with respect to securities or other instruments or assets held in the accounts of Clients of the LLC, or determine the terms, timing or other conditions on which any such transaction may be recommended or executed into. (g) In addition to, and not in limitation of, the Manager Member's powers and authority under this Agreement (including without limitation, pursuant to Section 3.1(a) hereof), the Manager Member shall also have the power, in its reasonable discretion (after consultation with at least one member of the Management Committee to the extent such prior consultation is feasible), to take any or all of the following actions whether or not they involve day-to-day operations, business and activities of the LLC: (i) any action it deems reasonably necessary such Managing Member’s resignation or appropriate to cause the LLC or any Controlled Affiliate of the LLC, or any officer, employee, member, partner, or agent thereof, to comply with applicable laws, rules or regulations, or any such action required by the Manager Member in accordance with its duties hereunder; (ii) any action it deems reasonably necessary or appropriate to coordinate any initiative which involves the LLC (or a Controlled Affiliate of the LLC) and the Manager such Managing Member, AMG and/or any of their respective Affiliates, but only on such terms and conditions as the participation of the LLC in such initiative has been approved by the Management Committee; (iii) any action it deems necessary or appropriate to cause the LLC to fulfill its obligations and exercise its rights under the Merger Agreement; (iv) any action it deems necessary or appropriate to cause the LLC to participate in employee benefit plans that are subject to ERISA or require qualification under Section 401 of the Internal Revenue Code in order to make the expenses of such plans deductible and establish or modify the terms of any such plan and any action necessary or desirable in connection therewith, but only to the extent that the Manager Member reasonably believes that such participation or modification is required for the continued qualification of such plan under Section 401(a) of the Code or to make the expense by the LLC under such plans deductible or to comply with ERISA, as the case may be, provided that the Manager Member's power under this paragraph (iv) shall not impair the Management Committee's power and authority to establish or modify any employee benefit arrangement not intended to qualify under Section 401 of the Code or subject to ERISA (excluding Title I, Subtitle A and Title I, Subtitle B, Part 1 thereof, to the extent that the establishment or modification of such arrangement does not adversely affect the ability of the Manager Member (or any of its Affiliates) to offer the same or similar employee benefit arrangements to its similarly situated employees; (v) any other action that the Manager Member is authorized to take ’s removal pursuant to the terms affirmative vote of this Agreement (subject to having obtained any required Management Committee approval) and any other action necessary the Members holding a majority of the Class 1 Interests. Any vacancy in the Managing Member position, whether occurring as a result of a Managing Member resigning or appropriate to prevent actions that require being removed, may be filled by appointment of a successor by the Manager Member's consent pursuant to Members holding a majority of the terms of this Agreement if such consent has not then been givenClass 1 Interests.