Duties and Obligations of the Managing Member Sample Clauses

Duties and Obligations of the Managing Member. The Managing Member shall:
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Duties and Obligations of the Managing Member. (a) The Managing Member shall take all actions that may be necessary or appropriate for the (i) continuation of the Company’s and the Subsidiaries’ valid existence as a limited liability company or corporation, as applicable, 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, (ii) accomplishment of the Company’s and the Subsidiaries’ purposes, including the acquisition, development, maintenance, and preservation of the Permitted Assets, and operation of Property in accordance with the provisions of this Agreement, the Transaction Documents and applicable laws and regulations, (iii) provision or arrangement for all of the Company’s and the Subsidiaries’ management, reporting, legal, and tax services, (iv) causation of the Company’s and the Subsidiaries’ business and assets to be maintained separate and apart from the business and assets of each of the Members and their Affiliates and any other Person, and (v) the making available of the books and records of the Company and the Subsidiaries for the Members’ inspection.
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Duties and Obligations of the Managing Member. (a) The Managing Member shall take all actions which 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 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) accomplishment of the Company’s purposes, including the acquisition, development, maintenance, preservation, and operation of Property subject to and in accordance with the provisions of this Agreement and applicable laws and regulations.
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Duties and Obligations of the Managing Member. (a) The Managing Member shall cause the Company to conduct its business and operations separate and apart from that of any Member or any of its Affiliates, including, without limitation, (i) segregating Company 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 any of its Affiliates, (ii) maintaining books and financial records of the Company separate from the books and financial records of any Member and its Affiliates (although the Company may be consolidated with IMS Health and its Affiliates for financial reporting statement purposes), 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 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.
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Duties and Obligations of the Managing Member. (a) The Managing Member shall take all action which may be necessary or appropriate for the continuation of the Fund 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 Nonmanaging Members or to enable the Fund to conduct the business in which it is engaged.
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Duties and Obligations of the Managing Member. A. The Managing Member shall use its best efforts to carry out the purposes, business and objectives of the Company referred to in Section 2.3, and shall devote to Company business such time and effort as shall be reasonably required, in its sole discretion, for the Company’s welfare and success, including, without limitation, such of its time as may be necessary to (i) supervise the activities of the Hotel Manager, (ii) make inspections of the Project to determine if the Project is being properly maintained and that necessary repairs are being made thereto (and to take, or to cause the Hotel Manager to take, such steps as are necessary to effectuate such repairs), (iii) prepare or cause to be prepared all reports of operations which are to be furnished to the Members or which are required to be furnished pursuant to the terms of the Operating Documents or by any taxing bodies or any other Governmental Authorities, (iv) cause the Project to be insured against fire and other risks covered by such insurance in the manner specified in the Operating Documents, (v) obtain and keep in force during the term of the Company business or rental interruption, worker’s compensation (if applicable) and public liability insurance for the benefit of the Company and its Members in amounts which satisfy the requirements specified in the Operating Documents, (vi) enforce all material contracts entered into for the benefit of the Company, and (vii) do all other things which may be necessary to manage the affairs and business of the Company. All of the insurance policies required by this Section 7.4A shall satisfy the requirements specified in the Operating Documents. In addition, the Managing Member shall promptly provide the Investor Member or its representatives with copies of such insurance policies upon request from time to time. The Managing Member shall review regularly all of the Company and Project insurance coverage to insure that it is adequate and that it complies with the provisions of the Operating Documents. Further, in the event of any casualty, to the extent required by this Agreement and/or the Operating Documents and subject to the applicable terms of the Mortgage Loan Documents, and provided that the insurance proceeds shall be made available therefor, the Managing Member shall repair any damage to the Project which was caused by such event, so as to restore the Project (as nearly as possible) to the condition and market value thereof immediately prior to s...
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Duties and Obligations of the Managing Member. 4.3.1 The Managing Member shall (and shall devote to the Company such time as is reasonably necessary and appropriate to) conduct the Company’s business and affairs in accordance with the terms hereof and in a manner intended to conform to the best interests of the Company.
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Related to Duties and Obligations of the Managing Member

  • Duties and Obligations The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

  • Duties and Obligations of Employee General Duties

  • Rights and Obligations of the Parties 13.2.1 The client shall be under obligation:

  • Rights and Obligations of Members Section 6.1

  • Appointment and Obligations of the Remarketing Agent (a) The Company hereby appoints [—] as the exclusive Remarketing Agent, and, subject to the terms and conditions set forth herein, [—] hereby accepts appointment as Remarketing Agent, for the purpose of (i) remarketing the Remarketed Notes on behalf of the holders thereof, (ii) determining, in consultation with the Company, in the manner provided for herein and in the Purchase Contract and Pledge Agreement and the Supplemental Indenture, the Reset Rate for the Notes, and (iii) performing such other duties as are assigned to the Remarketing Agent in the Transaction Documents.

  • Duties and Obligations of Administrative Agent The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; rather, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties), (b) the Administrative Agent shall have no duty to take any discretionary action or exercise any discretionary powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or as to those conditions precedent expressly required to be to the Administrative Agent’s satisfaction, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in Article VI, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed closing date specifying its objection thereto.

  • Rights and Obligations of the Limited Partners 8.1 Management of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such powers being vested solely and exclusively in the General Partner.

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