Common use of Manager's Duties Clause in Contracts

Manager's Duties. Subject to the limitations set forth in Section 5, during the Term, the Manager shall assume control and be responsible for the management of the Business. In furtherance of the foregoing, the Manager further agrees as follows: a. Manager shall operate the Business in the ordinary course of business of the Seller generally consistent with past custom and practice ("Ordinary Course of Business") and shall apply its managerial expertise and decision-making skills in seeking to benefit the Business; b. Manager shall keep full and correct books of account showing all receipts and expenditures received, incurred or made in connection with the operation of the Business; c. Manager shall operate the Business in accordance with all applicable laws, ordinances, rules, regulations and directives of any governmental authority; d. Manager shall indemnify and save Seller, harmless from any and all Adverse Consequences (but not for operational losses not otherwise attributable to Adverse Consequences resulting from the Manager's actions or omissions) incurred or suffered by the Seller resulting from or related to the operation and management of the Business during the Term, unless such loss or liability is the result of any action on the part of Seller, or its representatives, agents, officers, managers, members or employees. e. Manager shall cause to be timely paid, from the cash flow of the Business, all obligations of the Business incurred during the period of its operation of the Business including, but not limited to, utilities, employee wages, taxes and other payables. f. Manager shall cause to be paid any and all taxes due to any taxing authority arising out of the operation of the Business when due. g. Manager shall cause to be paid any license renewal fees or similar charges that accrue during the Term. h. Manager shall not, during the Term, encumber, sell, or convey any fixtures, furniture, inventory or equipment of the Seller, other than in the Ordinary Course of Business, nor pledge the credit of Seller in any way. i. Manager shall use its best efforts to keep the Business and properties associated with the Business substantially intact including, but not limited to, the present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.

Manager's Duties. Subject 3.1. The Manager, on behalf of the Owner, shall manage, operate and develop the Business, in conformity with and in implementation of the Owner's policies, and the scope of Manager's authority shall be limited to the limitations set forth said policies. The Manager agrees to use its best efforts in Section 5, during the Term, the Manager shall assume control and be responsible for the management and operations of the Business. In furtherance , and in connection therewith, Manager shall: (a) At the expense of the foregoingOwner, select, recruit, employ, training, supervise, direct and discharge all employees and/or independent contractors necessary for the Manager further agrees as follows: a. Manager shall operate operation and maintenance of the Business Business, in number and at wages not in excess of those shown on Exhibit "A" attached hereto; and use reasonable care in the ordinary course selection and supervision of business of the Seller generally consistent with past custom and practice ("Ordinary Course of Business") and shall apply its managerial expertise and decision-making skills in seeking to benefit the Business; b. Manager shall keep full and correct books of account showing all receipts and expenditures received, incurred or made such employees. All persons employed in connection with the operation of the Business; c. Manager shall operate the Business in accordance with all applicable laws, ordinances, rules, regulations and directives of any governmental authority; d. Manager shall indemnify and save Seller, harmless from any and all Adverse Consequences (but not for operational losses not otherwise attributable to Adverse Consequences resulting from the Manager's actions or omissions) incurred or suffered by the Seller resulting from or related to the operation and management maintenance of the Business during shall be employees of the TermOwner, unless such loss to be paid through the Paychex system or liability is the result of any action on the part of Seller, or its representatives, agents, officers, managers, members or employeessimilar system approved by Owner. e. Manager shall cause to be timely paid, from (b) At the cash flow expense of the BusinessOwner, purchase all food, beverages and other supplies and materials, keep the Business and Premises in a clean and presentable condition, make necessary repairs, and do all decorating and landscaping, all obligations of as necessary for the Business incurred during the period of its proper operation of the Business includingor for the fulfillment of the Owner' s obligations under its Lease of the Premises, but or for compliance with all governmental and insurance requirements; provided, however, that the Manager shall not limited tomake any purchase or contract for any work, utilitiesthe cost of which shall exceed the amounts set forth in Exhibit "A", employee wageswithout obtaining in each instance, taxes the prior written approval of the Owner. The cost of any services contracted for by Manager shall be at competitive rates. (c) Maintain high quality standards of food, beverage, service, cleanliness, decor, and such other areas of operation and presentation as are required for a successful upscale urban brew pub. (d) Comply with the requirements of the Owner's Lease of the Premises, except for the payment of rent. (e) Receive and collect payments from customers and all other monies payable to the Owner by all customers, patrons and other payablespersons in connection with the Business, and deposit the same promptly in the bank named in Exhibit "A" (the "Bank") in an account for RB-Manayunk, which account shall be used exclusively for such funds. The only signatories upon such bank account shall be Owner representatives ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. f. Manager shall cause to be paid any and all taxes due to any taxing authority arising out of the operation of (f) Operate the Business when due. g. on a cash and "C.O.D." basis. Except for utilities and certain taxes, as identified by Owner, Manager shall cause to be paid any license renewal fees or similar charges that accrue during the Term. h. Manager shall notshall, during the Termin conjunction with Owner, encumber, sell, or convey any fixtures, furniture, inventory or equipment of the Seller, other than in the Ordinary Course of Business, nor pledge the credit of Seller in any way. i. Manager shall use its best efforts to keep ensure that no costs or expenses incurred by the Business shall remain unpaid any later than by the tenth (10th) calendar day of the month succeeding that in which such cost or expense was incurred. (g) Notify the Owner of any major complaints made by a customer, and notify the Owner promptly (together with copies of supporting documentation) of: any notice of violation of any governmental requirements; any defect in the Premises; and any fire or other damage to the Premises; in the case of any serious fire or other serious damage to the Premises, also immediately provide telephone notice thereof to the Owner's general insurance carrier, so that an insurance adjuster can view any damage before repair as are started. (h) Notify the Owner and its general liability insurance carrier promptly of any personal injury or property damage occurring to or claimed by any person on or with respect to the Premises and promptly forward to the carrier, with copies to the Owner, any legal documents served upon the Manager relating to actual or alleged potential liability of the Owner, the Manager or the Premises. (i) Undertake to do any other reasonable acts which are necessary for the success of the Business and properties associated are consistent with this Agreement. 3.2. The Manager agrees to prepare and promptly deliver to Owner weekly and monthly financial reports relating to the management and operation of the Business, in QuickBooks (computer) format, including all original transaction documents (vendor and supplier statements, receipts, deposit slips, and the like). Each weekly report shall be submitted on or before the third business day following the week being reported upon. Each monthly report for the preceding calendar month shall be submitted on or before the fifth business day of each month. The manager agrees to keep proper records with respect to the management and operation of the Business, and the Owner shall have the right to inspect such records and audit the reports required hereunder. 3.3. The Manager shall ensure such control over financial transactions as is reasonably required to protect the Owner's assets from loss or diminution due to error, negligence or willful misconduct on the part of manager's associates or employees. Losses caused by any such error or activity shall be borne by the Manager. 3.4. That Manager shall prepare and submit to the Owner the proposed operating and capital budget for the promotion, operation, repair, and maintenance of the Business substantially intact includingfor the forthcoming six-month period, but not limited tono later than 15 days before the construction of the restaurant and brew pub has been completed, and for each six-month period while this agreement remains in effect. Such budgets shall be prepared on both an accrual basis and a cash basis. After approval of each such budget by the Owner, the present operationsManager agrees to use diligence and to employ all reasonable efforts to ensure that the actual costs of operating the Business shall not exceed said approved budget. 3.5. Manager agrees, physical facilitiesfor itself and all persons retain or employed by Manager in performing its services, working conditionsto hold in confidence and not to use or disclose to others any confidential or proprietary information of Owner hereto for or hereinafter disclosed to Manager. 3.6. Manager shall not, without prior written permission of Owner: (a) Take, sell, transfer or exchange the assets of the Business; (b) Incur indebtedness or liens on behalf of the Business; or (c) Take, transfer, or exchange any funds from any account of the Business (d) Negotiate with any creditor on behalf of Owner, or arrange any payment terms with any creditor on behalf of Owner. Owner shall be fully entitled to any discounts or rebates obtained by Manager in its operation of the Business. 3.7. Manager agrees to perform fully its obligations to Manayunk-Ventures under the Stock Purchase Agreement being executed contemporaneously herewith, including but limited to its covenants to transfer to Manayunk-Ventures all the stock in RB-Manayunk, and relationships with lessorsto transfer to RB-Manayunk, licensorswithin 90 days of the execution of these agreements, suppliers, customers, and employees500,000 shares of the common stock of Red ▇▇▇▇ Brewing Company.