Common use of Management Powers Clause in Contracts

Management Powers. (a) The Member shall take such action as it deems necessary to provide for and supervise the operation of the Company for the purposes set forth in Section 2.01. The Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the business shall reasonably require, and the Member shall not be obligated to do or perform any act or thing in connection with the business of the Company not expressly set forth herein. (b) The Member shall have the power and authority to: (i) deal in any assets, whether personal property or real property; (ii) sell, lease, exchange or convey title to, and grant options for the sale of, all or any portion of the Company’s property; (iii) incur all expenditures permitted by this Agreement and reimburse itself from the Company’s funds for any reasonable and necessary expenses incurred by it in furtherance of its duties hereunder; (iv) employ and dismiss from employment any and all employees, agents, independent contractors, attorneys, accountants, managing agents and consultants on behalf of the Company, provided that such services are necessary or advisable and the compensation therefor is reasonable; (v) obtain loans, secured or unsecured, for the Company, whether from the Member or from an unrelated lender, and secure the same by mortgaging, assigning for security purposes, granting a security interest in, pledging or otherwise hypothecating all or any part of the Company’s property; (vi) bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Company; (vii) enter into, perform and carry out any and all contracts and agreements of every kind necessary or incidental to the accomplishment of the Company’s business; (viii) acquire and enter into any contracts of insurance of such types and in such amounts as the Member deems necessary and proper for the protection of the Company or for any purpose beneficial to the Company, including, but not limited to, in connection with its indemnification obligations hereunder; and (ix) take such other action as may in the Member’s discretion be necessary or desirable in connection with the proper management of the business and affairs of the Company.

Management Powers. (a) The Member shall take such action as it deems necessary To the fullest extent permitted by Delaware law, the Manager will have the power to provide for and supervise the operation of perform any acts, statutory or otherwise, with respect to the Company for or this Agreement, which would otherwise be possessed by the purposes set forth in Section 2.01. The Member shall devote so much of its time to the affairs of the Company as in its judgment the conduct of the business shall reasonably requireUnitholders under Delaware law, and the Member shall not be obligated to do or perform any act or thing in connection Unitholders will have no power whatsoever with the business of the Company not expressly set forth herein. (b) The Member shall have the power and authority to: (i) deal in any assets, whether personal property or real property; (ii) sell, lease, exchange or convey title to, and grant options for the sale of, all or any portion of the Company’s property; (iii) incur all expenditures permitted by this Agreement and reimburse itself from the Company’s funds for any reasonable and necessary expenses incurred by it in furtherance of its duties hereunder; (iv) employ and dismiss from employment any and all employees, agents, independent contractors, attorneys, accountants, managing agents and consultants on behalf of the Company, provided that such services are necessary or advisable and the compensation therefor is reasonable; (v) obtain loans, secured or unsecured, for the Company, whether from the Member or from an unrelated lender, and secure the same by mortgaging, assigning for security purposes, granting a security interest in, pledging or otherwise hypothecating all or any part of the Company’s property; (vi) bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise adjust claims or demands of or against the Company; (vii) enter into, perform and carry out any and all contracts and agreements of every kind necessary or incidental respect to the accomplishment of the Company’s business; (viii) acquire and enter into any contracts of insurance of such types and in such amounts as the Member deems necessary and proper for the protection of the Company or for any purpose beneficial to the Company, including, but not limited to, in connection with its indemnification obligations hereunder; and (ix) take such other action as may in the Member’s discretion be necessary or desirable in connection with the proper management of the business and affairs of the Company (including any decisions relating to or arising out of the WLTR Units and/or the WLTR Holdings LLC Agreement). Any decision, action, approval, authorization, election or determination made by the Manager in furtherance of the terms herein may be made by the Manager in its sole discretion. Without limiting the foregoing, the power of the Manager shall include (i) the right to cause the Company to make any decision, exercise any right or satisfy any obligation relating to or arising out of the WLTR Units and the WLTR Holdings LLC Agreement (and any securities or other property acquired in respect thereof), including the right to sell any securities (including Parent Shares (as defined in the WLTR Holdings LLC Agreement)) received by the Company in connection with the Transfer of any WLTR Units, (ii) the right to bring, assert, defend, negotiate or settle any claims or actions pursuant to this Agreement and/or the WLTR Holdings LLC Agreement, (iii) the right to cause the Company to retain legal and other professional advisors on behalf of, and at the expense of, the Company, (iv) take all such other actions and to do all such other things as the Manager deems necessary or advisable with respect to this Agreement and/or the WLTR Holdings LLC Agreement, including, without limitation, to provide all approvals and consents of the Company and (v) the right to advance expenses or otherwise loan money to the Company, on such terms as the Manager deems appropriate. (b) In the event that the Company Transfers WLTR Units in connection with a Redemption Exercise (as defined in the WLTR Holdings LLC Agreement) or otherwise (such WLTR Units, “Disposed Units”), unless the Manager determines otherwise, for purposes of this Agreement (including Section 4.1), such Disposed Units shall be deemed to represent a proportionate number of all Unitholders’ Indirectly Owned WLTR Units. (c) Notwithstanding anything herein to the contrary, in the event that the Company receives any securities (including Parent Shares in connection with the Transfer of any Unitholder’s Indirectly Owned WLTR Units, and the Manager determines that such Unitholder is not an “accredited investor” (as that term is defined in Regulation D under the Securities Act of 1933, as amended), or that distribution of such securities to such Unitholder would not comply with any applicable law, then, in lieu of distributing such securities to such Unitholder, (x) the Company may sell such securities (on such terms and conditions as the Manager determines) and (y) following such sale, make a distribution to such Unitholder in respect of the net cash proceeds from such sale (which distribution shall be subject to the terms and conditions of Section 4.1).