Compensation and Reimbursement of Managers. This Agreement does not, and is not intended to, confer upon any Manager any rights with respect to employment by the Company, and nothing herein shall be construed to have created any employment agreement with any Manager. Any Manager may be compensated for his, her, or their service as a Manager as determined by the Board. Each Manager shall be reimbursed for such Manager’s ordinary, necessary, and direct out-of-pocket expenses incurred in the performance of his, her, or their duties as a Manager.
Compensation and Reimbursement of Managers. No Manager shall receive compensation from the Company for serving as Manager, or reimbursement for any expenses that he incurs in connection with his service as the Manager except for transportation, hotels, meals and other Company approved expenses to the extent not reimbursed by the Company. 3.11
Compensation and Reimbursement of Managers. The managers will be paid such salaries and other compensation as may be fixed by the members from time to time. Managers are also entitled to reimbursement from the company for reasonable expenses incurred on its behalf, including expenses incurred in the formation, dissolution, and liquidation of the company.
Compensation and Reimbursement of Managers. Except as otherwise permitted in Section 7.02(d), the Managers shall not be compensated for their services as a Manager; provided, however, that the Company shall reimburse a Manager for all ordinary, necessary and direct expenses incurred by a Manager on behalf of the Company in carrying out the Company’s business activities, including, without limitation, salaries of officers and employees of a Manager who are carrying out the Company’s business activities. All reimbursements for expenses shall be reasonable in amount.
Compensation and Reimbursement of Managers. No Employment. 43 Section 8.10 Other Activities of Managers; Business Opportunities. 44 Section 8.11 No Personal Liability. 44 ARTICLE IX PREEMPTIVE RIGHTS 44 Section 9.01 Preemptive Right. 44 ARTICLE X TRANSFER 47 Section 10.01 General Restrictions on Transfer. 47 Section 10.02 Permitted Transfers. 49 Section 10.03 Right of First Refusal. 49 Section 10.04 Change of Control Repurchase Right. 51 Section 10.05 Tag-Along Rights. 51 Section 10.06 Right of First Offer. 54 ARTICLE XI ACCOUNTING; REPORTING; TAX MATTERS 54 Section 11.01 Financial Statements. 54 Section 11.02 Inspection Rights. 55 Section 11.03 Budget. 55 Section 11.04 Partnership Representative. 55 Section 11.05 Tax Returns. 57 Section 11.06 Company Funds. 57 ARTICLE XII DISSOLUTION AND LIQUIDATION 57 Section 12.01 Events of Dissolution. 57 Section 12.02 Effectiveness of Dissolution. 58 Section 12.03 Liquidation. 58
Compensation and Reimbursement of Managers. For services rendered in managing the business and internal affairs of the Company, the Managers will each be paid a fair and reasonable administrative fee by the Company. The amount of this fee will be determined each fiscal year by the Managers. Managers are also entitled to reimbursement from the Company for reasonable expenses incurred on behalf of the Company, including expenses incurred in the formation, dissolution, and liquidation of the Company. Managers shall be entitled to be reimbursed by the Company for all defense costs by and attorney fees relating to any lawsuit brought against the Managers in their capacity as Manager Outside Activities of Managers. The Managers must devote only so much time and attention to the business of the Company as they deem appropriate, consistent with their fiduciary duties. Managers are not expected to devote their full time to the business of the Company, and except as otherwise provided in the section of this agreement relating to fiduciary duties of Managers, they may engage in business and investment activities outside the Company. Neither the Company nor any Member has any rights to the profits or benefits of such activities Fiduciary Duties of Managers. Each Manager owes the fiduciary duties of care and loyalty to the Company and must discharge these duties and exercise the Manager s rights in the Company consistently with the obligation of good faith and fair dealing. Managers must discharge their fiduciary duties of care and loyalty to the Company 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: In conducting or winding up the Company s business, a Manager must act in a manner that the Manager reasonably believes to be in the best interest of the Company and must use the care that a person in like position would reasonably believe appropriate under the circumstances; 7 Operating Agreement 8 A Manager must account to the Company and hold as trustee for the Company any profit or benefit derived by the Manager in the conduct or winding up of the Company s business or derived from use of the Company s Property by the Manager Self-Interest. A Manager or Member does not violate any duty or obligation to the Company merely as a result of engaging in conduct that furthers the interest of the Manager or Member. Managers and Members may lend money or transact other business with the Company, and, in this case, ...
