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S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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4.5 Members Are Not Agents. No Member acting solely in the capacity of a Member is an agent of the Company, nor can any Member acting solely in the capacity of a Member bind the Company or execute any instrument on behalf of the Company.

4.6 No Withdrawal. Except as provided in Articles VII and IX hereof, no Member may withdraw, retire, or resign from the Company without the prior approval of the Manager.

ARTICLE V

MANAGEMENT AND CONTROL OF THE COMPANY

5.1 Management of the Company by Manager. The Members hereby unanimously confirm the election of CCI, or its successor-in-interest which acquires directly or indirectly substantially all of the assets or businesses of CCI, as the Company’s Manager. Without the Approval of the Members, no Person may be elected as Manager in addition to or in substitution of CCI, other than a Charter Affiliate or a successor-in-interest to such Charter Affiliate which acquires directly or indirectly substantially all of the assets or businesses of such Charter Affiliate. Except as otherwise required by applicable law, the powers of the Company shall at all times be exercised by or under the authority of, and the business, Property and affairs of the Company shall be managed by, or under the direction of, the Manager.

5.1.1 The Manager shall have the right to appoint such officers, and to assign to them such duties and responsibilities, as it may determine from time to time. Any officer may be removed by the Manager, with or without cause, at any time.

5.1.2 Except as otherwise required by applicable law, the Manager shall be authorized to execute or endorse any check, draft, evidence of indebtedness, instrument, obligation, note, mortgage, contract, agreement, certificate or other document on behalf of the Company. The Manager may delegate its authority under this Section 5.1.2 to the officers of the Company.

5.1.3 No annual or regular meetings of the Manager are required. The Manager may, by written consent and without prior notice (provided that prompt subsequent notice is given to the Members); take any action which it is otherwise required to take at a meeting.

5.2 Fiduciary Obligations.

5.2.1 As provided in Section 18-1101 of the Act, each Member’s duty of care to each other, and the Manager’s and the Company’s officers’ duty of care to the Company and the Members is limited to the implied contractual covenant of good faith and fair dealing. Without limiting the foregoing, in no event shall any Member, the Manager or any officer be liable for breach of a fiduciary duty for such individual’s good faith reliance on the provisions of this Agreement. The Members expressly intend, and acknowledge and agree, that the provisions of this Agreement, including, without limitation, those in this Section 5.2, shall govern the rights, duties and obligations of the

 

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