Common use of Duties and Obligations of the Managing Member Clause in Contracts

Duties and Obligations of the Managing Member. The Managing Member shall: (a) 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; (b) devote to the Company such time as may be necessary for the proper performance of all duties hereunder in the discretion of the Managing Member; (c) 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; (d) use its reasonable efforts to cause the Company to be formed, reformed, qualified or registered under assumed or fictitious name statutes or similar laws in any state or country in which the Company owns property or transacts business if such formation, reformation, qualification or registration is necessary in order to protect the limited liability of the Members or to permit the Company lawfully to own property or transact business; and (e) manage and control the affairs of the Company and in doing so use his reasonable efforts to carry out the purpose of the Company for the benefit of all of the Members and in exercising his powers, recognize his fiduciary responsibility to the Company.

Duties and Obligations of the Managing Member. The Managing Member shall: (a) 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 Connecticut (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, development maintenance, preservation and operation of Property in accordance with the provisions of this Agreement and applicable laws and regulations; (b) devote to the Company such time as may be necessary for the proper performance of all duties hereunder in the discretion of the Managing Member; (c) 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; (d) use its reasonable efforts to cause the Company to be formed, reformed, qualified or registered under assumed or fictitious name statutes or similar laws in any state or country in which the Company owns property or transacts business if such formation, reformation, qualification or registration is necessary in order to protect the limited liability of the Members or to permit the Company lawfully to own property or transact business; and (e) manage and control the affairs of the Company and in doing so use his its reasonable efforts to carry out the purpose of the Company for the benefit of all of the Members and in exercising his its powers, recognize his its fiduciary responsibility to the Company.