Common use of Duties of Managing Member Clause in Contracts

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. 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, 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. 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, 2.11 and 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.