Duty of Managers Sample Clauses

Duty of Managers. A Manager is required to act in good faith in a manner he reasonably believes to be in the best interest of the LLC and shall be deemed to owe the same fiduciary duty to the LLC as a director of a Delaware corporation is deemed to owe the corporation under Delaware law.
Duty of Managers. 18 Section 5.11. Approval of Annual Budget........................................................... 18 Section 5.12. Officers ........................................................................... 18 Section 5.13. Powers of the Board; Powers of Officers............................................. 19 Section 5.14. Reimbursement....................................................................... 21 ARTICLE 6 CAPITAL CONTRIBUTIONS, CAPITAL ACCOUNTS, DISTRIBUTIONS AND ALLOCATIONS........................... 21 Section 6.1. Capital Contributions............................................................... 21 Section 6.2. Capital Accounts.................................................................... 22 Section 6.3. Distributions of Cash............................................................... 22
Duty of Managers. 14 Section 5.14. Approval of Annual Budget.............................14 Section 5.15. Officers..............................................14
Duty of Managers. A Manager shall be deemed to owe the same fiduciary duty to the Company as a director of a Delaware corporation is deemed to owe to the corporation under Delaware law.
Duty of Managers. 17 Section 5.11. Officers.............................................................................. 17 Section 5.12. Approval of Annual Budget............................................................. 18 Section 5.13. Powers of the Board; Powers of Officers............................................... 18 Section 5.14. Reimbursement......................................................................... 19
Duty of Managers. A Manager must discharge the duties of a Manager in accordance with the Manager's good faith business judgment in what the Manager believes is in the best interests of the Company. The Manager is entitled to rely on information, opinions, reports and statements or other data prepared or presented by any person to the Manager that the Manager believes in good faith to be reliable and competent in the matters presented. A Manager who performs the duties of Manager shall not have any liability by reason of being or having been a Manager of the Company. A Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, gross negligence, or willful misconduct by the Manager.
Duty of Managers. No Manager appointed pursuant to Section 4.2 or serving as the non-voting Manager shall be liable to the Company, the other Managers or the Members for monetary damages for breach of fiduciary duty as a Manager, or otherwise liable, responsible or accountable to the Company, the other Managers or the Members for monetary damages or otherwise for any acts performed, or for any failure to act; provided, however, that this provision shall not eliminate or limit the liability of a Manager (i) for any breach of the Manager's duty of loyalty to the Member appointing such Manager, (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the Manager received any improper personal benefit; or (iv) for disclosing Confidential Information in violation of the provisions of this Agreement. 4.2.3.
Duty of Managers. The general manager, the assistant general manager and senior and senior administrative personnel are employees of the Joint Venture and not the representatives of a Party hereto. They shall safeguard the interest of the Joint Venture. In case of graft or serious dereliction of duty by the above mentioned persons, they may be dismissed at any time by resolution of the Board of Directors.

Related to Duty of Managers

  • Liability of Managers A manager shall not be liable under any judgment, decree or order of a court, or in any other manner, for any debt, obligation or liability of the Company by reason of his acting as a manager of the Company. A manager of the Company shall not be personally liable to the Company or the Member for monetary damages for breach of fiduciary duty as a manager, except for liability for any acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or for a distribution in violation of the Act as a result of the willful or grossly negligent act or omission of the manager. If the laws of the State of Delaware are amended after the date of this Agreement to authorize action further eliminating or limiting the personal liability of managers, then the liability of a manager of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the full extent permitted by the amended laws of the State of Delaware. Any repeal or modification of this Section 7(m) by the Member shall be prospective only, and shall not adversely affect any limitation on the personal liability of a manager of the Company existing at the time of such repeal or modification or thereafter arising as a result of acts or omissions prior to the time of such repeal or modification.

  • Liability of Manager The Manager will not be liable to you for any act or omission, except for obligations expressly assumed by the Manager in the applicable AAU.

  • NONLIABILITY OF MANAGER In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Trust, or to any shareholder of the Trust, for any act or omission in the course of, or connected with, rendering services hereunder.

  • Removal of Managers At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, be removed from office, either with or without cause. At such meeting a successor or successors may be elected by a majority of the votes cast.

  • Duties of Manager The Manager, at its own expense, shall furnish the following services and facilities to the Trust:

  • Committees of Managers (a) The Managers may, by resolution passed by a majority of the Managers, designate one or more committees, each committee to consist of one or more of the Managers. The Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • Board of Managers Pursuant to Section 18-402 of the Act, and to the extent specifically set forth in this Agreement, certain activities of the LLC shall be managed through a Board of Managers (the "Board of Managers"). The Board of Managers shall have the following characteristics:

  • Activities of Manager The obligations of Manager pursuant to the terms and provisions of this Management Agreement shall not be construed to preclude Manager from engaging in other activities or business ventures, whether or not such other activities or ventures are in competition with Owner or the business of Owner.

  • Liability of Member and Managers Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.