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:
Duties of Managing Member. (a) The Managing Member shall use commercially reasonable efforts to implement the Approved Budget and Approved Operating Plan (including the Initial Approved Budget and Approved Operating Plan) and shall otherwise perform those duties set forth below, and shall have the authority to perform the duties described in this Section 7.2 or as otherwise specifically set forth herein, in each instance subject to the requirement of receiving the prior Approval of BH, if and when required by the terms hereof. Specifically, the Managing Member shall:
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. (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.
Duties of Managing Member. The Managing Member agrees that it shall at all times:
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. 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. (a) The Managing Member, which shall initially be Ascendant Member, shall (i) conduct the business of the Company on a day-to-day basis in accordance with the standard of care required of first-class, 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, (ii) perform the duties assigned to it hereunder, and (iii) carry out and implement all decisions and resolutions of the Members. The initial Managing Member shall be Ascendant Member, which shall remain Managing Member unless Ascendant Member is terminated or resigns as Managing Member pursuant to the terms of this Agreement. Ascendant Member, as the initial Managing Member, shall have no authority to retire or resign from its position as the initial Managing Member without the prior written approval of GAP. In the event that Ascendant 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 Managing Member’s right to charge certain matters to the Company as provided in Sections 8.01 and 8.03, the Managing Member shall not be entitled to receive any fees or other compensation in respect of its activities as Managing Member, and will not receive reimbursement for compensation payable to any of its employees or other direct or indirect overhead which may be attributable to the performance of its duties as Managing Member.
Duties of Managing Member. Not Required to Devote Full Time. 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 it shall, in its discretion exercised in good faith, determine is reasonably necessary for the conduct of such affairs; provided, however, that it is expressly understood and agreed that the Managing Member shall not be required to devote its entire time or attention to the business of the Company. In carrying out its obligations, the Managing Member shall:
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:
