Duties of Managing Member Sample Clauses

Duties of Managing Member. (a) The Managing Member shall (i) conduct the business of the Company on a day-to-day basis in accordance with the standard of care required of prudent and experienced third parties performing similar functions, in accordance with customary industry standards in accordance with the Budget and the Operating Plan and such other guidelines as shall be adopted by the Company pursuant to this Agreement, which duties may be discharged by delegating the same to Property Manager pursuant to the Property Management Agreement, (ii) retain Property Manager, or another person or entity approved by GAP, to perform the Company Management Services for the Company, (iii) perform the duties assigned to it hereunder, and (iv) carry out and implement all decisions and resolutions of the Members. The initial Managing Member shall be Operating Member, which shall remain Managing Member unless Operating Member is terminated or resigns as Managing Member pursuant to the terms of this Agreement. Operating Member, as the initial Managing Member, shall have no authority to retire or resign from its position as the initial Managing Member; provided that Operating Member may resign as Managing Member only if Property Manager is terminated, or if Property Manager resigns from such position in accordance with the terms of the Property Management Agreement. In the event that Operating Member or any other Person should retire, resign or be removed as Managing Member, the Members shall be under no obligation to appoint a replacement thereof. Subject to the limitations set forth in this Agreement, the Managing Member, on behalf of the Company, shall have the power and authority to enter into contracts and leases on behalf of the Company in accordance with the current Budget and Operating Plan approved in accordance with this Agreement, to make expenditures as are required to implement such Budget and Operating Plan, but only to the extent that any such expenditures and amounts required to be paid by the Company under such contracts, leases and other instruments and documents have either been approved in accordance with this Agreement do not require approval in accordance with this Agreement. The Managing Member may rely on written instructions from a representative appointed in writing by GAP from time to time that GAP has approved certain actions and agreements. Subject to the Managing Member’s right to charge certain matters to the Company as provided in Sections 8.01 and 8.03 and withou...

Duties of Managing Member. Subject to obtaining the unanimous consent of the Members to all Major Decisions as set forth in Section 3.5, the Managing Member will have the authority and the duty to manage the Company and implement the purposes of the Company in accordance with the terms of this Agreement acting in a prompt and businesslike manner, and exercising such care and skill as a prudent owner with sophistication and experience in owning, operating and managing facilities similar to the Facilities would exercise in dealing with its own facility. The Managing Member will devote such time to the Company and its business as is reasonably necessary to conduct the operations of the Company and to carry out the Managing Member’s responsibilities. Subject to Section 3.5, the Managing Member shall have the following rights and authority to act on behalf of the Company: (a) To execute any contracts on behalf of the Company. (b) To form Subsidiaries, including, without limitation, the Facility Entities and Operating Lessees. (c) To collect revenues generated by the Company and to pay all expenses of the Company as permitted under this Agreement. (d) To establish, maintain and draw upon checking, savings and other accounts in the name of the Company as provided in Section 3.3. (e) To make any tax elections to be made by the Company. (f) To use a trade name in the operation of the Company. (g) To enter into, or cause its Subsidiaries to enter into, all Facility Documents. (h) To take all actions reasonably necessary to cause the Facility Manager to maintain in full force and effect all licenses, permits, approvals and insurance required for the construction, operation and maintenance of the Facilities. (i) To take all other actions reasonably necessary to implement the purposes of the Company. (j) To do any and all of the foregoing upon such terms and conditions as the Managing Member in its reasonable discretion determines to be necessary, desirable or appropriate. The Managing Member may delegate any of the above responsibilities and obligations to any other Member of the Company upon reasonable advance notice, provided that such Member agrees to such delegation.

Duties of Managing Member. (a) The Managing Member shall manage or cause to be managed the affairs of the Company in a prudent and businesslike manner and shall devote such part of its time to Company affairs as is reasonably necessary for the conduct of such affairs; provided, however, that it is expressly understood and agreed that no Managing Member shall be required to devote such Managing Member's entire time or attention to the business of the Company. No Member (including a Managing Member) nor an Affiliate shall be restricted in participating in other businesses or activities that are competitive with the business of the Company. (b) In carrying out their obligations, the Managing Member shall: (i) Maintain complete and accurate records of all property (real and personal) owned or leased by the Company and complete and accurate books of account (containing such information as shall be necessary to record allocations and distributions); (ii) Cause to be prepared and filed the tax returns of the Company; (iii) Cause to be filed such other documents and take such other acts as may be required by law to qualify and maintain the Company as a limited liability company under the laws of the State of Ohio; (iv) Maintain at the principal office of the Company all of the following: (A) A current list of the name and last business or residence address of each Member; (B) A copy of the Articles of Organization and all Amendments to it, together with executed copies of any powers of attorney pursuant to which the Articles or Amendments thereto have been executed; (C) A copy of this Operating Agreement, all Amendments to it, and executed copies of any written powers of attorney pursuant to which this Operating Agreement and any Amendments thereto have been executed; (D) Copies of the Company's federal, state and local income tax returns and reports, if any, for the three (3) most recent years; and (E) Copies of any financial statements of the Company for the three (3) most recent years. (c) All records required to be kept pursuant to Section 5.1(b) shall be subject to audit, inspection, and copying by any Member or such Member's duly authorized representative, at the reasonable request and expense of any such Member during ordinary business hours.

Duties of Managing Member. The parties hereby agree that the Managing Member’s only duty of care to the Company and the Members is to refrain from engaging in grossly negligent or reckless conduct or intentional misconduct. To the extent that, at law or in equity, the Managing Member has duties (including fiduciary duties) and liabilities relating thereto to the Company, the Members or to another Person who is a party to or otherwise bound by this Agreement, the Managing Member acting under this Agreement will not be liable to the Company, to any such other Member or to any such other Person who is a party to or otherwise bound by this Agreement, for its Good Faith reliance on the provisions of this Agreement. To the extent that the provisions of this Agreement restrict or modify the duties (including fiduciary duties) and liabilities related thereto of the Managing Member otherwise existing at law, in equity or otherwise, it is agreed by the parties hereto that such restricted and modified duties and liabilities shall govern and replace the duties and liabilities of the Managing Member otherwise existing at law, in equity or otherwise. The Managing Member may consult with legal counsel, accountants and financial or other advisors and any act or omission suffered or taken by the Managing Member on behalf of the Company or in furtherance of the interests of the Company in Good Faith in reliance upon and in accordance with the advice of such counsel, accountants or financial or other advisors will be full justification for any such act or omission, and the Managing Member will be fully protected in so acting or omitting to act so long as such counsel or accountants or financial or other advisors were selected with reasonable care. The parties hereto agree that nothing contained in this Section 6.2(f) shall eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding any other provision of this Agreement or otherwise applicable provision of law or equity, whenever in this Agreement the Managing Member is permitted or required to make a decision (i) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or the other Members, or (ii) ...

Duties of Managing Member. Subject to obtaining the unanimous consent of the Members to all Major Decisions as set forth in Section 3.5, the Managing Member will have the authority and the duty to manage the Company and implement the purposes of the Company in accordance with the terms of this Agreement acting in a prompt and businesslike manner, and exercising such care and skill as a prudent owner with sophistication and experience in owning, operating and managing facilities similar to the Facility would exercise in dealing with its own facility. The Managing Member will devote such time to the Company and its business as is reasonably necessary to conduct the operations of the Company and to carry out the Managing Member’s responsibilities. Subject to Section 3.5, the Managing Member shall have the following rights and authority to act on behalf of the Company: (a) To execute any contracts on behalf of the Company. (b) To form Subsidiaries, including, without limitation, the Facility Entity. (c) To collect revenues generated by the Company and to pay all expenses of the Company as permitted under this Agreement. (d) To establish, maintain and draw upon checking, savings and other accounts in the name of the Company as provided in Section 3.3. (e) To make any tax elections to be made by the Company. (f) To use a trade name in the operation of the Company. (g) To enter into, or cause its Subsidiaries to enter into, all Facility Documents. (h) To take all actions reasonably necessary to cause the Facility Manager to maintain in full force and effect all licenses, permits, approvals and insurance required for the construction, operation and maintenance of the Facility. (i) To take all other actions reasonably necessary to implement the purposes of the Company. (j) To allocate the cost of the purchase price relating to the purchase of the Facility between real property, personal property, and other related asset classes. (k) To do any and all of the foregoing upon such terms and conditions as the Managing Member in its reasonable discretion determines to be necessary, desirable or appropriate. The Managing Member may delegate any of the above responsibilities and obligations to any other Member of the Company upon reasonable advance notice, provided that such Member agrees to such delegation.

Duties of Managing Member. (a) The Managing Member, subject to the limitations set forth in this Agreement, shall manage or cause to be managed the affairs of the Company in a prudent and businesslike manner and at all times act and exercise its discretion hereunder in a reasonable manner consistent with its fiduciary duty to the Members and shall devote sufficient time and effort to the Company affairs. (b) In carrying out its obligations, the Managing Member shall: (i) Render annual reports to all Members with respect to the operations of the Company, together with any other reports (monthly, quarterly or otherwise) as may be reasonably requested by the Member to enable such Member to be timely informed regarding the business and operations of the Company, provided such reports are produced by the Managing Member in the ordinary course of business; (ii) On or before March 31st of every year, mail to all Persons who were Members at any time during the Company’s prior fiscal year an annual report of the Company, including all necessary tax information, and any other information regarding the Company and its operations during the prior fiscal year deemed by the Managing Member to be material; (iii) Maintain complete and accurate records of all business conducted by the Company and complete and accurate books of account (containing such information as shall be necessary to record allocations and distributions), and make such records and books of account available for inspection and audit by any Member or such Member’s duly authorized representative (at the sole expense of such Member) during regular business hours and at the principal office of the Company; and (iv) Cause to be filed such certificates and do such other acts as may be required by law to qualify and maintain the Company as a limited liability company under the laws of the State of Delaware.

Duties of Managing Member. The Managing Member shall have full and complete authority and discretion in the management and control of the business of the Company for the purposes herein stated and shall make all decisions affecting the business of the Company. The Managing Member shall manage and control the affairs of the Company to the best of his ability and shall use his best efforts to carry out the business of the Company set forth herein, and in connection therewith, the powers of the Managing Member include, but are not limited to, the power, on behalf of the Company and in its name, to do the following:

Duties of Managing Member. Managing Member shall provide to Preferred Member, within the requisite time periods under the Mortgage Loan Documents, all financial statements, appraisals, annual, quarterly and monthly reports, rent rolls, trial balances, leasing reports and any other reports required to be delivered to the applicable lenders pursuant to the applicable Mortgage Loan Documents and Excluded Property Mortgage Loan Documents. All expenditures under the Approved Budget shall be paid from cash receipts from the applicable Property or from the Excess Cash Flow Account pursuant to Section 4.7. Preferred Member shall be permitted to attend and participate in regular quarterly and special meetings held pursuant to the organizational documents of any Subsidiary (including the meetings of the boards of management of each of Subsidiary that Controls each Property Owner).

Duties of Managing Member. The Managing Member need only devote such of its time to the Joint Venture as it deems reasonably necessary to uphold its respective duties as the Managing Member.

Duties of Managing Member. The Managing Member shall manage, or cause to be managed, the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company affairs as the Managing Member determines to be reasonably necessary for the conduct of such affairs. The Managing Member, in consultation with the BMHC Members, shall cause the Company to employ certain persons designated by the BMHC Members and to work with such persons so that they can learn the policies and practices of the Company's business. In addition, the Managing Member shall cause the Company to establish a lumber operation which will supply all the lumber requirements for the Company's facilities in Phoenix and Tucson, Arizona and Las Vegas, Nevada. In addition, the Managing Member shall cause the Company to lease from BMHC or its subsidiary, BMC West Corporation, its facilities in Phoenix, Arizona and to lease from KBI its facilities in Las Vegas, Nevada on terms mutually agreed upon by the Members Committee.