Manager Discretion Clause Samples
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Manager Discretion. Whenever in this Agreement the Manager is permitted or required to make a decision in its “discretion” or “sole discretion” or under a grant of similar authority or latitude, the Manager shall have no duty or obligation (including any fiduciary duty) to consider any interest of or factors affecting some or all the Members so long as the Manager acts in good faith and in a manner which it reasonably believes are in or not opposed to the best interest of the Company. Each Member hereby agrees that any standard of care or duty imposed under the Act or any other applicable law shall be modified, waived or limited in each case as required to permit the Manager to act under this Agreement and to make any decision pursuant to the authority prescribed in this Section 4.4 so long as such action or decision does not constitute gross negligence, reckless conduct, intentional misconduct, intentional disregard of the terms of this Agreement or a knowing violation of law and is reasonably believed by the Manager to be consistent with the overall purposes and objectives of the Company. It is the intent of the Members that this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule, except to the extent a provision of this Agreement purports to modify, restrict, eliminate, reduce or vary any provision of the Act which, pursuant to the Act, cannot be so modified, restricted, eliminated, reduced or varied by this Agreement, or is otherwise expressly prohibited or ineffective under the Act. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the least degree possible in order to make this Agreement effective under and not contrary to the requirements of the Act.
Manager Discretion. Unless another standard is expressly set forth herein, whenever in this Agreement or any other agreement contemplated herein the Manager is permitted or required to take any action or to make a decision or determination, the Manager may take or refrain from taking such action or make or refrain from making such decision in its sole discretion, meaning that the Manager shall be entitled to consider such interests and factors as it desires (including the interests of such Manager or its Affiliates).
Manager Discretion. Whenever in this Agreement or any other agreement contemplated herein or to which the Company is a party the Manager is permitted or required to take any action or to make a decision or determination, the Manager shall take such action or make such decision or determination in its sole discretion, unless another standard is expressly set forth herein or therein. Whenever in this Agreement or any other agreement contemplated herein the Manager is permitted or required to take any action or to make a decision or determination in its "sole discretion" or "discretion," with "complete discretion" or under a grant of similar authority or latitude, the Manager shall be entitled to consider such interests and factors as the Manager desires (including, without limitation , the interests of the Manager or its Affiliates).
Manager Discretion. Notwithstanding any other provision herein, the Manager shall not be obligated to restore any deficit or negative balance in a Member’s capital account upon liquidation of the Company or the Member’s interest in the Company and such negative balance shall not be considered a debt of the Company to the Member or an obligation to the other members or the creditors of the Company
Manager Discretion. Whenever in this Agreement the Manager is permitted or required to make a decision in its "discretion" or "sole discretion" or under a grant of similar authority or latitude, the Manager shall have no duty or obligation to consider any interest of or factors affecting some or all the Members so long as the Manager acts in good faith and in a manner which it reasonably believes are in or not opposed to the best interest of the Company. Each Member hereby agrees that any standard of care or duty imposed under the Delaware Act or any other applicable law shall be modified, waived or limited in each case as required to permit the Manager to act under this Agreement and to make any decision pursuant to the authority prescribed in this Section 4.4 so long as such action or decision does not constitute gross negligence or intentional disregard of the terms of this Agreement and is reasonably believed by the Manager to be consistent with the overall purposes and objectives of the Company.