Duties of Managers and Officers Sample Clauses

Duties of Managers and Officers. Except to the extent otherwise provided herein, each Manager (other than the Independent Managers) and officer of the Company shall have a fiduciary duty of loyalty and care similar to that of directors and officers of business corporations organized under the General Corporation Law of the State of Delaware.
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Duties of Managers and Officers. Except to the extent otherwise provided herein, each Manager and officer of the Company shall have a fiduciary duty of loyalty and care similar to that of directors and officers of business corporations organized under the Business Corporation Law of the State of Louisiana.
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Duties of Managers and Officers. Except to the extent otherwise provided herein, each Manager and officer of the Company shall have a fiduciary duty of loyalty to the Company to act in a manner which such Manager or officer reasonably believes to be in the best interests of the Company and to act in good faith and with the duty of care established by the LLC Law.
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Duties of Managers and Officers. 16 ARTICLE V CAPITAL STRUCTURE AND CONTRIBUTIONS,.................................. 16 Section 5.1 Capital Structure.................................... 16 Section 5.2 Capital Contributions................................ 16
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Duties of Managers and Officers. Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the Company and to the Members by the Managers and officers of the Company shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its directors and officers. No person shall be personally liable to the Company or its Members for monetary damages for breach of fiduciary duty as a Manager; provided, however, that the foregoing shall not eliminate or limit the liability of a Manager (i) for any breach of the Manager's duty of loyalty to the Company or its Members (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the circumstances described in Section I74 of the Delaware General Corporation Law or (iv) for any transaction from which the Manager derived an improper personal benefit. If the Delaware General Corporation Law is subsequently amended to further eliminate or limit the liability of a director of a corporation then a Manager of the Company, in addition to the circumstances in which a Manager is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended Delaware General Corporation Law as if such Manager was subject thereto.
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Duties of Managers and Officers. Except to the extent otherwise provided herein, each Manager and Officer shall have a fiduciary duty of loyalty and care to the Company and the Member similar to that of Managers and officers of business corporations organized under the General Corporation Law of the State of Delaware. Each Manager shall devote such time, effort and skill to the Company’s business affairs as is necessary and proper for the Company’s welfare. The Member expressly recognizes that the Managers have or may have substantial other business activities and agree that the Managers and their Affiliates, officers, managers, employees and agents, as the case may be, shall not be bound to devote all of their business time to the affairs of the Company, and that the Managers or their Affiliates may engage in other businesses or activities for their own account and for the account of others.
Sample 1

Related to Duties of Managers and Officers

  • Indemnification of the Company, its Directors and Officers Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, and its directors, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 5.1.1, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement, any preliminary prospectus, the Statutory Prospectus, any Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing), solely in reliance upon and in conformity with the Underwriters’ Information.

  • Directors and Officers The directors and officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

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