Duties and Obligations of Managers. The Managers must take all actions necessary or appropriate (a) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member or to enable the Company to conduct the business in which it is engaged and (b) for the accomplishment of the Company’s purposes.
Duties and Obligations of Managers. The Managers shall cause the Company to conduct its business and operations separate and apart from that of any Manager or any Manager’s Affiliates. The Managers shall take all actions which may be necessary or appropriate: (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and each other jurisdiction in which such existence is necessary to protect the limited liability of Members or to enable the Company to conduct the business in which it is engaged; and (ii) for the accomplishment of the Company’s purposes, including the acquisition, development, maintenance, preservation, and operation of Company Property in accordance with the provisions of this Agreement and applicable laws and regulations. Each Manager shall have the duty to discharge the foregoing duties in good faith, in a manner the Manager believes to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. The Managers shall be under no other fiduciary duty to the Company or the Members to conduct the affairs of the Company in a particular manner.
Duties and Obligations of Managers. In addition to such other duties and obligations as Managers may have, Managers shall be responsible for the following:
Duties and Obligations of Managers. (a) The Class B Managers shall take all actions which may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware (and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Company to conduct the business in which it is engaged).
Duties and Obligations of Managers. The Managers shall cause the Company to conduct its business and operations separate and apart from that of any Manager or any Manager’s Affiliates. The Managers shall take all actions which may be necessary or appropriate: (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of South Dakota and each other jurisdiction in which such existence is necessary to protect the limited liability of Members or to enable the Company to conduct the business in which it is engaged; and (ii) for the accomplishment of the Company’s purposes, including the acquisition, development, maintenance, preservation, and operation of Company Property in accordance with the provisions of this Agreement and applicable laws and regulations. Each Manager shall have the duty to discharge the foregoing duties in good faith, in a manner the Manager believes to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. The Managers shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Company, whether or not in the Manager’s immediate possession or control. The Managers shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Company. The Company shall not permit Members to contract away the fiduciary obligation owed to Members by Managers under the common law. The Managers shall be under no other fiduciary duty to the Company or the Members to conduct the affairs of the Company in a particular manner. Managers shall not receive any rebates or give-ups, nor may they participate in any reciprocal business arrangements. No Manager shall directly or indirectly pay or award any commissions or other compensation to any Person engaged to sell Units or give investment advice to potential Members, provided that this clause shall not prohibit the payment to a registered broker-dealer or other properly licensed Person of normal sales commissions for selling Units. All material and affiliated transactions and loans, and any forgiveness of loans, must be approved by a majority of the Company’s independent Managers as defined in Section 1.10(s) who do not have an interest in the transactions and who have access, at the Company’s expense, to Company’s legal counsel.
Duties and Obligations of Managers
