Duties and Obligations of the Board of Managers. (a) The board of managers shall take all reasonable action that may be necessary or appropriate for the 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.
(b) The board of managers shall use its best efforts to at all times conduct the affairs of the Company and its Affiliates in such a manner that the Members shall limit their liability with respect to any Company liability or obligation to their respective Capital Contributions.
Duties and Obligations of the Board of Managers. Subject to the provisions of Section 5.4 hereof,
(a) The Board of Managers shall cause the Company to conduct its business and operations separate and apart from that of any Member or Manager or any of their respective 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 Manager or any of their respective Affiliates, (ii) maintaining books and financial records of the Company separate from the books and financial records of any Member or Manager and their respective Affiliates, 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.
(b) The Board of Managers shall take all actions which may be necessary or appropriate (i) for the 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) for the accomplishment of the Company’s purposes in accordance with the provisions of this Agreement and applicable laws and regulations.
(c) Each Manager shall be required to devote only such time to the affairs of the Company as may be necessary to attend meetings of the Board of Managers and to provide overall strategic direction in the management and operation of the Company, and shall be free to serve any other Person or enterprise in any capacity that such Manager may deem appropriate in his, her or its discretion. Subject to the confidentiality provisions of Section 6.6, neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Member or Manager or their respective Affiliates from engaging in whatever activities they choose.
(d) Subject to the provisions of this Agreement, the Board of Managers is hereby authorized to cause the Company to conduct commercial business transactions with any Member or Manager, acting on its own behalf, or any Affiliate of any M...
Duties and Obligations of the Board of Managers. (a) The Board of Managers may engage one or more managers or Officers to advise the Board of Managers and be responsible for directing the day-to-day operations of the Company under the supervision of the Board of Managers. Each Manager shall be deemed a “manager” of the Company for all purposes of, and with the meaning set forth in, the Delaware Act.
(b) The Board of Managers shall have the power to delegate authority to such Managers, Officers, employees, agents and representatives of the Company, as it may from time to time deem appropriate.
Duties and Obligations of the Board of Managers. (a) The Board of Managers may engage one or more managers to advise the Board of Managers and be responsible for directing the day-to-day operations of the Company under the supervision of the Board of Managers. Each Manager shall be deemed a "manager" of the Company for all purposes of, and with the meaning set forth in, the Delaware Act.
(b) The Board of Managers shall have the power to delegate authority to such Managers, Officers, employees, agents and representatives of the Company, as it may from time to time deem appropriate.
(c) All Managers shall cause the Company to adhere to the separateness provisions set forth in Sections 2.07 and 2.08 hereof.
(d) Each Manager shall take all actions that may be necessary or appropriate (i) for the 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 Company Members or to enable the Company to conduct the business in which it is engaged and (ii) for the accomplishment of the Company's purposes, including the acquisition, development, maintenance, preservation, and operation of the Business in accordance with the provisions of this Agreement and applicable laws and regulations.
Duties and Obligations of the Board of Managers. (a) The Board of Managers shall cause the Company to conduct its business and operations separate and apart from that of any Member or Manager 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 or, held by, or registered in the name of, any Member or Manager or any of its Affiliates, (ii) maintaining books and financial records of the Company separate from the books and financial records of any Member or Manager and its Affiliates, and observing all Company procedures and formalities, including, without limitation, maintaining minutes of Company meetings and action 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.
(b) The Board of Managers shall take all actions which may be necessary or appropriate (i) for the 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) for the accomplishment of the Company’s purposes in accordance with the provisions of this Agreement and applicable law.
Duties and Obligations of the Board of Managers. (a) The Board of Managers shall take all actions that may be reasonably necessary or appropriate (i) for the continuation of the Plan’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 Plan to conduct the Business and (ii) subject to Section 4.4(b), (c) and (d), for the accomplishment of the Plan’s purposes, including the acquisition, development, maintenance, preservation, and operation of Property in accordance with the provisions of this Agreement and applicable laws and regulations.
(b) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Manager. Furthermore, each of the Members, Managers and the Plan hereby waives any and all fiduciary duties that, absent such waiver, may be implied by applicable law, and in doing so, acknowledges and agrees that the duties and obligation of each Manager to each other and to the Plan are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Manager otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Manager.
(c) Whenever in this Agreement the Board of Managers is permitted or required to make a decision (including a decision that is in the Board of Manager’s “discretion” or under a grant of similar authority or latitude), the individual Managers shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Plan or any other Person. Whenever in this Agreement a Manager is permitted or required to make a decision in such Manager’s “good faith,” the Manager shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or any other applicable law.
(d) Notwithstanding anything herein to the contrary, the Members acknowledge and agree that the Managers’ duties and obligations to the Plan may conflict with or compete with their duties and obligations to their primary obligation to the Plan’s Affiliates. The Members hereby authorize the Managers to engage in such conflicting or competing activities with the Plan’s Affiliates in their sole discretion and,...
Duties and Obligations of the Board of Managers. (a) The Board of Managers shall cause the Company to conduct its business and affairs separate and apart from the business and affairs of any Member or Manager, or any Affiliate of any Member or Manager, 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 Manager, or any Affiliate of any Member or Manager, (ii) maintaining books and financial records of the Company separate from the books and financial records of any Member or Manager and the Affiliates of any Member or Manager, and observing all Company procedures and formalities, (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.
(b) The Board of Managers shall take all actions that may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the Commonwealth of Massachusetts 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) for the accomplishment of the Company’s purposes in accordance with the provisions of this Agreement and applicable laws and regulations.
(c) The Board of Managers shall be under a fiduciary duty to conduct the affairs of the Company in the best interests of the Company and of the Members, including the use of all of the Property for the exclusive benefit of the Company.
(d) The Board of Managers shall cause to be provided, or cause the Company to carry, such insurance as is customary in the business in which the Company is engaged and in the place or places in which it is so engaged.
Duties and Obligations of the Board of Managers. 5.2.1 The Board of Managers will use reasonable efforts, and act in good faith to find opportunities for investment in Investments. The Board of Managers shall have the discretion to determine the amount, terms and provisions of the Investments to be made by the Company.
5.2.2 The Board of Managers shall take all action that may be necessary or appropriate for the continuation of the Company’s valid existence and authority to do business as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such authority to do business is, in the judgment of the Board of Managers, necessary or advisable.
5.2.3 The Board of Managers shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any federal, state or local tax returns required to be filed by the Company.
5.2.4 The Board of Managers shall cause the Company to pay any taxes payable by the Company (it being understood that the expenses of preparation and filing of such tax returns, and the amounts of such taxes, are expenses of the Company); provided, however, that the Board of Managers shall not be required to cause the Company to pay any tax so long as the Board of Managers or the Company is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Company.
5.2.5 The Board of Managers shall use its reasonable best efforts to ensure that at no time shall the equity participation in the Company or in any particular Series by “benefit plan investors” be “significant,” within the meaning of the Plan Asset Rules. If the Board of Managers becomes aware that the assets of the Company or any particular Series at any time are likely to include plan assets of a benefit plan investor or benefit plan investors, the Board of Managers may require any or all of the ERISA Members to immediately withdraw so much of their capital in the Company or any particular Series as shall be necessary to maintain the investment of such Members at a level so that the assets of the Company or such Series are not deemed to include plan assets under ERISA.
Duties and Obligations of the Board of Managers. (a) Except as may be provided in the Related Agreements, the Board of Managers shall cause the Company to conduct its business and operations separate and apart from that of any other Person, including, without limitation, (i) segregating Company assets and bank accounts 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 other Person, (ii) maintaining books and financial records of the Company separate from the books and financial records of any other Person, and observing all Company procedures and formalities, including, without limitation, maintaining minutes of meetings and acting on behalf of the Company only pursuant to due authorization of the Members, (iii) paying its liabilities from assets of the Company, (iv) conducting its dealings with third parties in its own name and as a separate and independent entity, (v) maintaining its assets in such a manner that minimizes the cost and difficulty of segregating, ascertaining or otherwise identifying its assets from those of any other Person, and (vi) abiding by all formalities under the Act with respect to causing the Company’s financial statements to be prepared in accordance with GAAP and in a manner that indicates the separateness of the Company and the Company’s assets and liabilities from any other Person.
(b) Except as otherwise provided in this Agreement, the Board of Managers shall take all actions which may be necessary or appropriate (i) for the 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) for the accomplishment of the Company’s purposes, including the acquisition, development, maintenance, preservation, and operation of Property in accordance with the provisions of this Agreement and applicable laws and regulations. The Board of Managers shall cause the Company to implement the core values and policies of the Members regarding safety, health, environment, ethics and treatment of people in a manner which preserves the underlying objectives of the core values and policies and optimizes the operating performance of the Company.
Duties and Obligations of the Board of Managers
