Common use of Specific Authority Clause in Contracts

Specific Authority. Subject to the terms of this Agreement, the Manager shall have the sole power and authority to bind or take any action on behalf of the Company, or to exercise any rights and powers (including the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) granted to the Company (i) under this Agreement or any other agreement, instrument, or other document to which the Company is a party, or (ii) pursuant to applicable law or regulation. Without limiting the generality of the foregoing, the Manager shall directly have the following powers and the Manager is authorized on behalf of the Company to do or cause to be done the following: (1) admit and remove Members, accept and acquire licenses to Member Data, and issue and redeem Shares; (2) form a Subsidiary or make an investment in any other Entity or enter into any joint venture, partnership or other profit sharing relationship; (3) provide all consents and approvals on behalf of the Company with respect to the Database; (4) grant third parties Access to all or any portion of the Database for such consideration, and on such other terms and conditions, as the Manager shall determine is in the best interests of the Company, subject to the Member Data Policies; (5) prepare and distribute, or cause to be prepared and distributed, the statements and reports described in Article 7; (6) engage or change the Company’s auditor or accounting firm; (7) institute, conduct, defend or settle legal or arbitration proceedings; (8) pay, collect, compromise, arbitrate, resort to legal action or otherwise adjust claims or demands of or against the Company; (9) pay any dividends, make any distributions or redeem or purchase any of the Company’s outstanding Equity Securities, subject only to any express limitations or conditions thereto set forth in this Agreement; provided that this provision shall not in and of itself obligate any Member or to sell any Equity Securities to the Company; (10) amend, alter, repeal or waive any provision of this Agreement, the Certificate or the Management Agreement, or the organizational documents of any Subsidiary, subject only to any express limitations or conditions thereto set forth in this Agreement; (11) enter into, modify, waive or terminate any agreement with, or enter into, modify or terminate any transaction with, any Company Party, subject only to any express limitations or conditions thereto set forth in this Agreement; (12) hire, terminate, establish or change the compensation, benefits or other employment/engagement terms of any officer or executive level employee or consultant; (13) select a replacement Manager in the event of the Manager’s resignation or removal and to assign the Management Agreement to such replacement manager in connection therewith; (14) enter into any bankruptcy, insolvency or similar proceedings; (15) dissolve, liquidate or wind-up the Company’s affairs, including the appointment of any Persons as Liquidators; and (16) generally do all things in connection with any of the foregoing, generally manage, oversee and administer the day-to-day business and affairs of the Company and execute all documents on behalf of the Company in connection therewith, and sign or accept all checks, notes and drafts on the Company’s behalf and, except as expressly restricted herein, pay as a Company expense all costs or expenses connected with the operation or management of the Company.