Duties and Obligations of the Manager a) The Manager shall take all action that may be necessary or appropriate for the continuation of the Fund’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 authority to do business is, in the judgment of the Manager, necessary or advisable.
b) The Manager shall prepare or cause to be prepared and shall file on or before the due date (or any extension) any federal, state or local tax returns required to be filed by the Fund.
c) The Manager shall cause the Fund to pay any taxes or other governmental charges levied against or payable by the Fund; provided, however, that the Manager will not be required to cause the Fund to pay any tax so long as the Manager or the Fund is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount the tax and the contest does not materially endanger any right or interest of the Fund. If deemed appropriate or necessary by the Manager, the Fund may establish reasonable reserves to fund its actual or contingent obligations under this Section 5.2(c).
d) The Manager shall use its reasonable best efforts to ensure that at no time the equity participation in the Fund by “benefit plan investors” be “significant,” within the meaning of the Plan Asset Regulation. If the Manager becomes aware that the assets of the Fund at any time are likely to include plan assets of a benefit plan investor, the Manager may require any or all of the ERISA Members to immediately withdraw so much of their capital in the Fund as might be necessary to maintain the investment of those Members at a level so that the assets of the Fund are not deemed to include plan assets under ERISA. Unless otherwise provided for under “Compulsory Redemption” (Section 8.2) below, the amount such Member will be receive for each Share shall be the Share Price.
e) Notwithstanding anything in this Agreement to the contrary, the Manager does not, and will not owe any fiduciary duties of any kind whatsoever to the Fund, or to any of the Members, by virtue of its role as the Manager, including, but not limited to, the duties of due care and loyalty, whether those duties were established as of the date of this Agreement or any time hereafter, and whether established under common law, at equity or legislatively defined. It is the intention of the Parties that those fiduciary duties be affirmatively eliminated as permitted by Delaware la...
Duties and Obligations of the Manager. (a) The Manager 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 authority to do business is, in the judgment of the Manager, necessary or advisable.
(b) The Manager shall prepare or cause to be prepared and shall file on or before the due date (or any extension) any federal, state or local tax returns required to be filed by the Company.
(c) The Manager shall cause the Company to pay any taxes or other governmental charges levied against or payable by the Company; provided, however, that the Manager will not be required to cause the Company to pay any tax so long as the Manager or the Company is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount the tax and the contest does not materially endanger any right or interest of the Company. If deemed appropriate or necessary by the Manager, the Company may establish reasonable reserves to fund its actual or contingent obligations under this Section.
Duties and Obligations of the Manager. (a) The Manager shall not be required to manage the Company as his sole and exclusive function and he may have other business interests and engage in activities in addition to those relating to the Company. Neither the Company nor the Members shall have any right, by virtue of this Agreement, to share or participate in such other investments or activities of the Manager or in the income or proceeds derived therefrom.
(b) The Manager 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 or proposes to engage.
Duties and Obligations of the Manager. The Manager shall:
a. Maintain accounting records in accordance with consistently applied generally accepted accounting principles, as modified by reasonable and customary accounting practices and policies followed by the Company on a reasonably consistent basis, from which a Capital Account Balance, and allocations pursuant to Section 4.1, can be determined for each Member.
b. Execute, file, record or publish all certificates, statements and other documents and do all things appropriate for the formation, qualification and operation of the Company and for the conduct of its business in all appropriate jurisdictions.
c. Retain accountants and/or attorneys to represent the Company when necessary or appropriate in the Manager’s discretion.
d. Use best efforts to maintain the status of the Company as a “limited liability company” under the Act, and as a “partnership” for federal income tax purposes.
Duties and Obligations of the Manager. (a) The Manager shall take all actions that 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 Michigan 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 in accordance with the provisions of this Operating Agreement and applicable laws and regulations.
(b) Except as provided in Section 1.9, the Manager 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 safekeeping and use of all of the Property and the use thereof for the exclusive benefit of the Company.
(c) The Manager shall cause the Company to conduct its business and operations separate and apart from that of any Member or any of its Affiliates, including (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) except as necessary to facilitate the inclusion of the financial results of the Company's operations in the consolidated financial statements of and its Affiliates, maintaining books and financial records of the Company separate from the books and financial records of any Member and its Affiliates, and observing all Company procedures and formalities, including 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.
(d) The Manager has provided to the Company a certificate of an officer or authorized representative naming those officers or authorized representatives ("Responsible Officers") of the Manager that will be responsible for the management and operations of the Company in accordance with this Article V until such time as the Manager has provided to the Company another certificate naming others of its officers or authorized representatives to be Responsible Officers, and the Manager hereby co...
Duties and Obligations of the Manager. The Manager 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 the Company’s assets subject to and in accordance with the provisions of this Agreement and applicable laws and regulations.
Duties and Obligations of the Manager. 4
3.1 Manager to Act on Instructions of the Owner. 4
3.2 Duties and Obligations. 4
3.3 Reports to be Furnished by the Manager. 7
3.4 Attendance at Board Meetings of Owner 8 3.5 Restrictions on the Authority of the Manager 8
Duties and Obligations of the Manager. 5.2.1. The Manager will use reasonable efforts, and act in good faith to find opportunities for investment in Investments. The Manager shall have the discretion to determine the amount, terms and provisions of the Investments to be made by the Company.
5.2.2. The Manager 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 Manager, necessary or advisable.
5.2.3. The Manager 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 Manager 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 Manager shall not be required to cause the Company to pay any tax so long as the Manager 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 Manager shall use its reasonable best efforts to ensure that at no time shall the equity participation in the Company by “benefit plan investors” be “significant,” within the meaning of the Plan Asset Rules. If the Manager becomes aware that the assets of the Company at any time are likely to include plan assets of a benefit plan investor, the Manager may require any or all of the ERISA Members to immediately withdraw so much of their capital in the Company as shall be necessary to maintain the investment of such Members at a level so that the assets of the Company are not deemed to include plan assets under ERISA.
5.2.6. Notwithstanding anything herein to the contrary, the Manager does not, shall not and will not owe any fiduciary duties of any kind whatsoever to the Company, or to any of the Members, by virtue of its role as the Manager, including, but not limited to, the duties of due care and loyalty, whether such duties were established as of the date of this Agreement or any time hereafter, and whether established under common law, at equity or legislatively defined. It is the intention of th...
Duties and Obligations of the Manager. (a) Subject to Section 3, the Manager shall take all action that may be necessary or appropriate for the continuation of the LLC's valid existence as a limited liability company under the laws of the Commonwealth of Virginia (and each other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the LLC to conduct the business in which it is engaged).
(b) The Manager shall devote to the LLC such time as it shall deem necessary to conduct the LLC's business and affairs in an appropriate manner.
(c) The Manager shall use its best efforts, in the conduct of the LLC's business and affairs, to put all persons with whom the LLC deals on notice that the Members are not liable for the LLC's obligations, and all agreements to which the LLC is a party shall include a statement to the effect that the LLC is a limited liability company formed under the Act; provided, however, the failure to include such a statement in an agreement -------- ------- to which the LLC is a party shall not affect the LLC's power and authority or authorization to enter into such agreement.
(d) The Manager shall prepare or cause to be prepared and shall file or cause to be filed on or before the due date (or any extension thereof) any federal, state or local tax returns required to be filed by the LLC. The Manager shall cause the LLC to pay any taxes payable by the LLC; provided, however, that the Manager shall not be required to cause the LLC -------- ------- to pay any tax so long as the LLC is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the LLC.
(e) The Manager shall, from time to time, submit or cause to be submitted to any appropriate state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such state securities administrator.
(f) The Manager shall use its best efforts to cause the LLC to be formed, reformed, or qualified to transact business, or be registered under any applicable assumed or fictitious name statute or similar law in any state in which the LLC then transacts business, if such formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Members or to permit the LLC lawfully to transact its business.
Duties and Obligations of the Manager. (a) Subject to the succeeding provisions of this section and subject to the direction and control of the Board of Trustees of the Trust, the Manager shall act as investment manager to the Fund and shall:
(i) Manage and oversee sub-advisory services to be rendered by the Sub-Adviser to the Fund;
(ii) Maintain the books and records required to be maintained by the Fund under the Investment Company Act of 1940, as amended (the “1940 Act”) and other applicable law, except to the extent arrangements have been made for such books and records to be maintained by the Sub-Adviser, administrator or another agent of the Fund;
(iii) Provide the Trust with timely assistance in determining the value of any security in the Fund that requires fair value pricing, and may rely on advice and information regarding pricing received from the Sub-Adviser.
(iv) Cause the Sub-Adviser to furnish reports, statements and other data on securities, economic conditions and other matters related to the investment of the Fund’s assets which the Fund’s administrator or distributor or the officers of the Trust may reasonably request;
(v) Render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s marketing activities as the Board may reasonably request and cause the Sub-Adviser to render to the Trust’s Board of Trustees such periodic and special reports with respect to the Fund’s investment activities as the Board reasonably requests;
(vi) To the extent reasonably requested by the Trust, use its best efforts to assist the Chief Compliance Officer of the Trust in respect of Rule 38a-1 under the 1940 Act, including, without limitation, providing the Chief Compliance Officer of the Trust with (a) current copies of the compliance policies and procedures of the Manager in effect from time to time (including prompt notice of any material changes thereto), (b) a summary of such policies and procedures in connection with the annual review thereof by the Trust required under Rule 38a-1, and (c) upon request, a certificate of the chief compliance officer of the Manager to the effect that the policies and procedures of the Manager are reasonably designed to prevent violation of the Federal Securities Laws (as such term is defined in Rule 38a-1); and
(vii) Except as permitted by the Trust’s policies and procedures, not disclose but shall treat confidentially all information in respect of the portfolio investments of the Fund, including, without limitation, the i...