Duties and Obligations of the Managing Member. The Managing Member shall:
Duties and Obligations of the Managing Member. (a) The Managing Member shall take all actions that may be necessary or appropriate for the (i) continuation of the Company’s and the Subsidiaries’ valid existence as a limited liability company or corporation, as applicable, 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, (ii) accomplishment of the Company’s and the Subsidiaries’ purposes, including the acquisition, development, maintenance, and preservation of the Permitted Assets, and operation of Property in accordance with the provisions of this Agreement, the Transaction Documents and applicable laws and regulations, (iii) provision or arrangement for all of the Company’s and the Subsidiaries’ management, reporting, legal, and tax services, (iv) causation of the Company’s and the Subsidiaries’ business and assets to be maintained separate and apart from the business and assets of each of the Members and their Affiliates and any other Person, and (v) the making available of the books and records of the Company and the Subsidiaries for the Members’ inspection.
Duties and Obligations of the Managing Member. (a) The Managing Member shall cause the Company to conduct its business and operations separate and apart from that of any Member 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 of, held by, or registered in the name of, any Member or any of its Affiliates, (ii) maintaining books and financial records of the Company separate from the books and financial records of any Member and its Affiliates (although the Company may be consolidated with IMS Health and its Affiliates for financial reporting statement purposes), 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.
Duties and Obligations of the Managing Member. (a) The Managing Member 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 Property subject to and in accordance with the provisions of this Agreement and applicable laws and regulations.
Duties and Obligations of the Managing Member. (a) The Managing Member shall take all action which may be necessary or appropriate for the continuation of the Fund'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 Nonmanaging Members or to enable the Fund to conduct the business in which it is engaged.
Duties and Obligations of the Managing Member. (a) The Managing Member shall take all action which may be necessary or appropriate for the continuation of the Fund 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 Nonmanaging Members or to enable the Fund to conduct the business in which it is engaged.
(b) The Managing Member shall use all reasonable efforts at all times to conduct its affairs and the affairs of the Fund in such a manner that no Nonmanaging Member acting in its capacity as a Nonmanaging Member shall have any personal liability with respect to any liability or obligation of the Fund, except as expressly assumed by any Nonmanaging Member herein or in the Act.
(c) The Managing Member shall prepare or cause to be prepared an annual budget for the Fund.
Duties and Obligations of the Managing Member. 4.3.1 The Managing Member shall (and shall devote to the Company such time as is reasonably necessary and appropriate to) conduct the Company’s business and affairs in accordance with the terms hereof and in a manner intended to conform to the best interests of the Company.
Duties and Obligations of the Managing Member. A. The Managing Member shall use its best efforts to carry out the purposes, business and objectives of the Company referred to in Section 2.3, and shall devote to Company business such time and effort as shall be reasonably required, in its sole discretion, for the Company’s welfare and success, including, without limitation, such of its time as may be necessary to (i) supervise the activities of the Hotel Manager, (ii) make inspections of the Project to determine if the Project is being properly maintained and that necessary repairs are being made thereto (and to take, or to cause the Hotel Manager to take, such steps as are necessary to effectuate such repairs), (iii) prepare or cause to be prepared all reports of operations which are to be furnished to the Members or which are required to be furnished pursuant to the terms of the Operating Documents or by any taxing bodies or any other Governmental Authorities, (iv) cause the Project to be insured against fire and other risks covered by such insurance in the manner specified in the Operating Documents, (v) obtain and keep in force during the term of the Company business or rental interruption, worker’s compensation (if applicable) and public liability insurance for the benefit of the Company and its Members in amounts which satisfy the requirements specified in the Operating Documents, (vi) enforce all material contracts entered into for the benefit of the Company, and (vii) do all other things which may be necessary to manage the affairs and business of the Company. All of the insurance policies required by this Section 7.4A shall satisfy the requirements specified in the Operating Documents. In addition, the Managing Member shall promptly provide the Investor Member or its representatives with copies of such insurance policies upon request from time to time. The Managing Member shall review regularly all of the Company and Project insurance coverage to insure that it is adequate and that it complies with the provisions of the Operating Documents. Further, in the event of any casualty, to the extent required by this Agreement and/or the Operating Documents and subject to the applicable terms of the Mortgage Loan Documents, and provided that the insurance proceeds shall be made available therefor, the Managing Member shall repair any damage to the Project which was caused by such event, so as to restore the Project (as nearly as possible) to the condition and market value thereof immediately prior to s...
