Fiduciary Duties of Managers Sample Clauses

Fiduciary Duties of Managers. The fiduciary duties a Manager owes to the Company and to its Members are those of a partner to a partnership and to the partners of the partnership.
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Fiduciary Duties of Managers. Each manager owes the fiduciary duties of care and loyalty to the company and the members and must discharge these duties in accordance with the standards set forth in the section of this agreement relating to outside activities of managers as well as the following standards:
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Fiduciary Duties of Managers. A Manager shall have no liability by reason of being or having been a Manager of the Company so long as the Manager (i) acted in good faith, (ii) acted in a manner reasonably believed to be in the best interests of the Company, and (iii) was neither grossly negligent nor engaged in willful misconduct or fraud. In performing their duties, the Managers shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by (i) one or more agents or employees of the Company, or (ii) counsel, public accountants or other persons, as to matters that the Board of Managers reasonably believes to be within such Person’s professional or expert competence. Subject to the provisions of Section 6.2 and 6.12, it shall not be considered a conflict of interest or a breach of fiduciary duty by any Manager for such Manager to act in accordance with the interests of, or the direction of, the Member that appointed such Manager, even if such act is considered by the other Member to be contrary to the interests of the other Member or of the Company. Furthermore, it shall not be considered a breach of fiduciary duty by any Manager for such Manager to act in accordance with Section 6.1.
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Fiduciary Duties of Managers. (a) Subject to the other provisions of this Article IV, the Managers shall have and exercise the same duties (including fiduciary duties) to the Company and the Members as a director of a corporation under the laws of the State of Delaware.
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Fiduciary Duties of Managers. Each of the Managers shall have a fiduciary duty of good faith, loyalty and fair dealing towards the Company, the Members, and the other Managers. Nothing in this paragraph 5.6 shall be interpreted or applied to alter the explicit terms of this Agreement or the Act, including without limitation, the limitations set forth in this Agreement and the Act (including without limitation, KRS 275.150) on a Member's obligation to contribute towards the liabilities of the Company or other Members.
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Related to Fiduciary Duties of Managers

  • Duties of Managers Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Managers shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

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

  • Fiduciary Duties Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

  • Duties and Responsibilities of Manager During the Term, subject to the provisions of Section 3.1 herein, Manager shall provide, in exchange for the Management Fee, all such services as are necessary and appropriate for the day-to-day administration and management of Practice in a manner consistent with good business practice, including without limitation those services set forth in this Article 2.

  • Replacement of Fiduciary Duties Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.

  • Waiver of Fiduciary Duties To the maximum extent permitted by law, each Member absolutely and irrevocably waives any and all claims, actions, causes of action, loss, damage and expense including any and all attorneys’ fees and other costs of enforcement arising out of or in connection with any breach or alleged breach of any fiduciary duty by any other Member or the Manager or any of their Affiliates in the nature of actions taken or omitted by any such other Persons, which actions or omissions would otherwise constitute the breach of any fiduciary duty owed to the Members (or any of them). It is the express intent of the Members that each Member and the Manager and each and all of their Affiliates shall be and hereby are relieved of any and all fiduciary duties which might otherwise arise out of or in connection with this Agreement to the Members or any of them.

  • No Fiduciary Duties The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement.

  • 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.

  • Other Rights; Fiduciary Duties The Series A Preferred Units and the Series A Holders shall not have any designations, preferences, rights, powers or duties, other than as set forth in this Agreement or as provided by applicable law. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the fullest extent permitted by applicable law, neither the General Partner nor any other Indemnitee shall owe any duties or have any liabilities to Series A Holders, other than the implied contractual covenant of good faith and fair dealing.

  • Certain Duties and Responsibilities of Trustee (a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived), the Trustee shall exercise with respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

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