Certain Duties and Obligations of the Members. The Company shall be a partnership only for income tax purposes and this Agreement shall not be deemed to create a partnership, joint venture, agency or other relationship among the Members creating fiduciary or quasi-fiduciary duties or similar duties and obligations or to subject the Members to joint and several or vicarious liability or to impose any duty, obligation or liability that would arise therefrom with respect to any or all of the Members or their Affiliates. Except as otherwise provided in this Agreement, no Member shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Company, its properties or any other Member. No Member, in its capacity as a Member under this Agreement, shall be responsible or liable for any Indebtedness or obligation of another Member. The Company shall not be responsible or liable for any Indebtedness or obligation of any Member, incurred either before or after the execution and delivery of this Agreement by such Member, except as to those responsibilities, liabilities, Indebtedness or obligations incurred pursuant to and as limited by the terms of this Agreement, the Contribution and Unit Holders Agreement, the Contribution Agreement and the LLC Act.
Certain Duties and Obligations of the Members. To the fullest extent permitted by law, under no circumstance shall the Members constitute fiduciaries of any other Member or the Company, or owe any fiduciary or other duties or obligations to any other Member or the Company, whether express, implied or otherwise existing (but for this provision) by operation of law or application of legal or equitable principles, and any and all such duties and obligations, and any and all Claims and causes of action which may be based thereon, are hereby expressly waived and relinquished by the Members. Except as otherwise provided in this Agreement, no Member shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Company, its properties or any other Member.
Certain Duties and Obligations of the Members. (a) Subject to the terms of this Agreement, the Members shall take all action which may be reasonably necessary or appropriate for the formation and continuation of the Company as a limited liability company under the laws of the State of Delaware.
(b) No Member shall take any action so as to cause the Company to be classified for Federal income tax purposes as an association taxable as a corporation and not as a partnership.
(c) The Company shall take all action which is necessary to form or qualify the Company and to conduct the business in which the Company is engaged under the laws of any jurisdiction in which the Company is doing business and to continue in effect such formation or qualification.
(d) Except as otherwise permitted hereunder, no Member shall take, or cause to be taken, any action that would result in any Member having any personal liability for the obligations of the Company. Neither any Member nor any Affiliate of any Member shall enter into any transaction with the Company unless the transaction (i) is expressly permitted hereunder, (ii) with respect to services, the fees for such services must be no greater than the fees charged generally by qualified, unaffiliated third-parties performing similar services in the geographical area in which the services are to be performed and the other terms of the agreement pursuant to which such services will be performed shall generally be no more onerous to the Company than the terms of agreements used by qualified, unaffiliated third-parties performing similar services in the geographical area in which the particular services are to be rendered, (iii) with respect to purchases and sales of property, the price paid for such property must be no greater than the price that an unaffiliated third-party would pay for such property and the other terms of the agreement pursuant to which such property is purchased or sold shall generally be no more onerous to the Company than the terms of agreements used by unaffiliated third-parties purchasing or selling similar property in the geographical area in which such property is located or (iv) is approved by all the Managers upon disclosure of any direct or indirect interest such Member or any Affiliate thereof may have in the transaction. Each Member hereby agrees that it shall not recommend that the Company or any Subsidiary enter into, or otherwise permit the Company or any Subsidiary to enter into any, an agreement with any Person that is an Affiliate of s...
Certain Duties and Obligations of the Members. (a) Subject to the terms of this Agreement, the Members shall take all actions which may be reasonably necessary or appropriate (i) for the formation and continuation of the Company as a limited liability company under the laws of the State of Delaware and (ii) for the development, maintenance, preservation and operation of the business of the Company in accordance with the provisions of this Agreement and applicable laws and regulations. The Members shall take all action which is necessary to form or qualify the Company to conduct the business in which the Company is engaged under the laws of any jurisdiction in which the Company is doing business and to continue in effect such formation or
Certain Duties and Obligations of the Members. (a) The Members shall take all action which may be reasonably necessary or appropriate (i) for the formation and continuation of the Company as a limited liability company under the laws of the State of Delaware and (ii) for the development, maintenance, preservation and operation of the business of the Company in accordance with the provisions of this Agreement and applicable laws and regulations. The Members shall take all action which is reasonably necessary and appropriate to form or qualify the Company to conduct the business in which the Company is engaged under the laws of any jurisdiction in which the Company is doing business and to continue in effect such formation or qualification.
(b) No Member shall take any action so as to cause the Company to be classified for Federal income tax purposes as an association taxable as a corporation and not as a partnership.
(c) Except as expressly provided herein, neither this Agreement nor a Person’s status as a Member of the Company shall preclude any Member or any of its Affiliates from engaging in any activity whatsoever permitted by applicable law (whether or not such activity might compete, or constitute a conflict of interest, with the Company), including the provision of financial or investment advisory services to any Person, managing investments or receiving compensation or profit from any of the foregoing.
Certain Duties and Obligations of the Members. (a) Under no circumstance shall the Non-Managing Members constitute fiduciaries of any other Member or the Company, or owe any fiduciary or other duties or obligations to any other Member or the Company, whether express, implied or otherwise existing (but for this provision) by operation of law or application of legal or equitable principles, and any and all such duties and obligations, and any and all Claims and causes of action which may be based thereon, are hereby expressly waived and relinquished by the Members. Except as otherwise provided in this Agreement, no Non-Managing Member shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Company, its properties or any other Member.
(b) In connection with the performance of its duties as Manager of the Company, the Manager acknowledges that it will owe to the Members, solely in their capacity as Members, the same fiduciary or quasi-fiduciary duties or similar duties and obligations as it would owe to the stockholders of a Delaware corporation if it were a member of the board of directors of such a corporation and the Members were stockholders of such corporation. The Members acknowledge that the Manager will take action through its board of directors, and that the members of the Manager's board of directors will owe comparable fiduciary duties to the stockholders of the Manager. The Manager will use all commercially reasonable and appropriate efforts and means, as determined in good faith by the Manager, to minimize any conflicts of interest between the Members and the stockholders of the Manager and to effectuate any transaction that involves or affects any of the Company, the Manager, the Members and/or the stockholders of the Manager in a manner that does not (i) disadvantage the Members or their interests relative to the stockholders of the Manager, (ii) advantage the stockholders of the Manager relative to the Members or (iii) treat the Members and the stockholders of the Manager differently, except to reflect the fact that stockholders are stockholders of a corporation and the Members are members of a limited liability company or as otherwise provided herein or in any other Transaction Document.
Certain Duties and Obligations of the Members. (a) The Members shall take all action which may be reasonably necessary or appropriate (i) for the formation and continuation of the Company as a limited liability company under the laws of the State of Delaware and (ii) for the development, maintenance, preservation and operation of the business of the Company in accordance with the provisions of this Agreement and applicable laws and regulations. The Manager shall take all action which is reasonably necessary and appropriate to form or qualify the Company to conduct the business in which the Company is engaged under the laws of any jurisdiction in which the Company is doing business and to continue in effect such formation or qualification. No Member shall cause any Bankruptcy Event to occur with respect to the Company without the consent of all the other Members.
(b) No Member shall take any action so as to cause the Company to be classified for federal income tax purposes as an association taxable as a corporation and not as a partnership.
(c) The provisions of this Agreement, to the extent that they restrict or reduce the duties and/or liabilities of a Member or Manager otherwise existing at law or in equity (including under the LLC Act), shall replace the other duties and liabilities of such Member or Manager (as the case may be).
(d) Each Member (including Common Member in its capacity as Manager) shall defend and indemnify the Company and the other Members against, and shall hold it and them harmless from, any damage, loss, liability, or expense, including reasonable attorneys’ fees, as and when incurred, in connection with or resulting from such indemnifying Member’s (or its Affiliates’, including, in the case of Common Member, the Common Member Principals’ and/or the Property Manager’s) material misrepresentation, gross negligence, malfeasance, fraud, theft, misappropriation, gross negligence, willful misconduct, breach of Article IX, breach of Section 3.3(b) or breach of the last sentence of Section 3.5(a).
Certain Duties and Obligations of the Members. No Member --------------------------------------------- shall take any action so as to cause the LLC to be classified for federal income tax purposes as an association taxable as a corporation and not as a partnership.
Certain Duties and Obligations of the Members. (a) --------------------------------------------- Subject to the terms of this Agreement, the Members shall take all action which may be reasonably necessary or appropriate for the formation and continuation of the Company as a limited liability company under the laws of the State of Delaware.
Certain Duties and Obligations of the Members. (a) No Member shall take any action so as to cause the Company to be classified for Federal income tax purposes as an association taxable as a corporation and not as a partnership.
(b) Except as expressly provided herein, (i) neither this Agreement nor a Person’s status as a Member or Manager of the Company shall preclude any Member or Manager or any of its Affiliates from engaging in any activity whatsoever permitted by applicable law (whether or not such activity might compete, or constitute a conflict of interest, with the Company), and none of the Company, any Company Subsidiary, any other Member, and each of their respective Affiliates shall have any right by virtue of this Agreement in or to any interest, income or profits derived therefrom, and the pursuit of any such activity shall not be deemed wrongful or improper, and (ii) no Member, Manager or any of its Affiliates shall be obligated to present any investment opportunity to the Company or any Company Subsidiary even if such opportunity is of a character that, if presented to the Company or any Company Subsidiary, could be taken by the Company or such Company Subsidiary.
