Duties and Obligations of the Manager. (a) The Manager shall take all action that may be necessary or appropriate for the continuation of the Company's valid existence and authority to do business as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which authority to do business is, in the judgment of the Manager, necessary or advisable.
Duties and Obligations of the Manager. The Manager shall take all action that may be necessary or appropriate for the continuation of the Fund's valid existence and authority to do business as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which authority to do business is, in the judgment of the Manager, necessary or advisable. The Manager shall prepare or cause to be prepared and shall file on or before the due date (or any extension) any federal, state or local tax returns required to be filed by the Fund. The Manager shall cause the Fund to pay any taxes or other governmental charges levied against or payable by the Fund; provided, however, that the Manager will not be required to cause the Fund to pay any tax so long as the Manager or the Fund is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount the tax and the contest does not materially endanger any right or interest of the Fund. If deemed appropriate or necessary by the Manager, the Fund may establish reasonable reserves to fund its actual or contingent obligations under this Section 5.2(c). The Manager shall use its reasonable best efforts to ensure that at no time the equity participation in the Fund by "benefit plan investors" be "significant," within the meaning of the Plan Asset Regulation. If the Manager becomes aware that the assets of the Fund at any time are likely to include plan assets of a benefit plan investor, the Manager may require any or all of the ERISA Members to immediately withdraw so much of their capital in the Fund as might be necessary to maintain the investment of those Members at a level so that the assets of the Fund are not deemed to include plan assets under ERISA. Notwithstanding anything in this Agreement to the contrary, the Manager does not, and will not owe any fiduciary duties of any kind whatsoever to the Fund, or to any of the Members, by virtue of its role as the Manager, including, but not limited to, the duties of due care and loyalty, whether those duties were established as of the date of this Agreement or any time hereafter, and whether established under common law, at equity or legislatively defined. It is the intention of the Parties that those fiduciary duties be affirmatively eliminated as permitted by Delaware law and under the Act and the Members hereby waive any rights with respect to those fiduciary duties. Notwithstanding any other provision of this Agreement or otherwise applicabl...
Duties and Obligations of the Manager. (a) The Manager shall not be required to manage the Company as his sole and exclusive function and he may have other business interests and engage in activities in addition to those relating to the Company. Neither the Company nor the Members shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Manager or in the income or proceeds derived therefrom.
Duties and Obligations of the Manager. (a) The Manager shall take all actions that may be necessary or appropriate for the (i) continuation of the Company's valid existence as a limited liability company under the laws of the State of Michigan 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 and (ii) accomplishment of the Company's purposes, including the acquisition, development, maintenance, preservation, and operation of Property in accordance with the provisions of this Operating Agreement and applicable laws and regulations.
Duties and Obligations of the Manager. (a) The Manager shall cause the Company to conduct its business and operations separate and apart from that of any Member or Manager or their Affiliates, including without limitation, (i) segregating the Company's Assets and not allowing funds or other Assets of the Company to be commingled with the funds or other assets of, held by, or registered in the name of, any Member or Manager or their Affiliates, (ii) maintaining books and financial records of the Company separate from the books and financial records of any Member or Manager or their Affiliates, and observing all Company procedures and formalities, including, without limitation, maintaining minutes of Company meetings and acting on behalf of the Company only pursuant to due authorization of the Members, (iii) causing the Company to pay its liabilities from the Assets of the Company, and (iv) causing the Company to conduct its dealings with third parties in its own name and as a separate and independent entity.
Duties and Obligations of the Manager. (a) The Manager shall take all action that may be necessary or appropriate for the continuation of the Fund's valid existence and authority to do business as a limited liability company under the laws of the State of Nevada and of each other jurisdiction in which authority to do business is, in the judgment of the Manager, necessary or advisable.
Duties and Obligations of the Manager. (a) The Manager 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 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 and (ii) for the accomplishment of the Company's purposes, including the acquisition, development, maintenance, preservation, and operation of Property in accordance with the provisions of this Agreement and applicable laws and regulations. (b) The Manager shall be under a fiduciary duty to conduct the affairs of the Company in the best interests of the Company and of the Members, including the safekeeping and use of all of the Property and the use thereof for the exclusive benefit of the Company. (c) Prior to or contemporaneously with the Company's acquisition of any item of Leased Equipment, the Manager shall execute and deliver to the Company a certificate regarding the lease to which such Leased Equipment is subject in the form of the Lease Certificate attached hereto as Exhibit E. (d) The Manager will cause one of the following to occur within ninety (90) days after the default or termination of any lease of Leased Equipment (the "Defaulted Lease"):
Duties and Obligations of the Manager. 3.1 Manager to Act on Instructions of the Owner. The Manager in carrying out its duties hereunder shall at all times be subject to the instruction, direction and control of the Owner and shall act in accordance with instructions from and make all reports to the Owner except where otherwise specifically provided herein. The Manager shall have the right to retain subcontractors which may be Affilates of the Manager to perform its duties and obligations hereunder, provided that the Manager shall have the same liability for matters performed by such subcontractors as would be the case if such matters had been performed by the Manager.
Duties and Obligations of the Manager. (a) Subject to Section 3, the Manager shall take all action that may be necessary or appropriate for the continuation of the LLC's valid existence as a limited liability company under the laws of the Commonwealth of Virginia (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the LLC to conduct the business in which it is engaged).
Duties and Obligations of the Manager. (a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board of Trustees of the Trust, the Manager shall act as investment manager to the Fund and shall:
