Common use of Duties of Managing Member Clause in Contracts

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. (a) The Managing Member Member, which shall manage or cause to initially be managed Ascendant Member, shall (i) conduct the affairs business of the Company on a day-to-day basis in a accordance with the standard of care required of first-class, prudent and businesslike manner 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 devote such part 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 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 Members. The initial Managing Member shall be required Ascendant Member, which shall remain Managing Member unless Ascendant Member is terminated or resigns as Managing Member pursuant to devote such the terms of this Agreement. Ascendant Member, as the initial Managing Member's entire time , shall have no authority to retire or attention 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 business of the Company. No Member (including a Managing Member) nor an Affiliate ’s right to charge certain matters to the Company as provided in Sections 8.01 and 8.03, the Managing Member shall not be restricted entitled to receive any fees or other compensation in participating in respect of its activities as Managing Member, and will not receive reimbursement for compensation payable to any of its employees or other businesses direct or activities that are competitive with indirect overhead which may be attributable to the business performance of the Companyits duties as Managing Member. (b) In carrying out their obligationsaddition to and without limiting any other duties set forth in this Agreement, but subject to the terms and provisions of this Agreement, the Managing Member shall: (i) Maintain complete Oversee, coordinate and accurate records process the operations, including, without limitation, the management on a day-to-day basis of any and all property (real of the assets which comprise Company Property, and personal) owned or leased by the Company prepare all communications with Watermark and complete and accurate books of account (containing such information as shall be necessary to record allocations and distributions)other relevant third parties; (ii) Cause Subject to be prepared the availability of funds therefor, take all proper and filed necessary actions reasonably required to cause the tax returns Company and all third parties at all times to perform and comply with the provisions (including, without limitation, any provisions requiring the expenditure of funds by the Company) of the CompanyEquity Documents or any other agreement, contract or instrument to which the Company is a party or which affects any Company Property; (iii) Cause Subject to be filed such other documents and take such other acts as may be required by law to qualify and maintain the availability of funds therefor, pay in a timely manner all non-disputed operating expenses of the Company as a limited liability company under the laws of the State of Ohioprovided herein; (iv) Maintain at Deliver to the principal office other Members promptly upon the receipt or sending thereof, copies of all material notices, reports and communications between the Company and Watermark, governmental agencies, and other relevant third parties, and material notices, reports, and communications from Watermark; (v) Deposit all receipts from operations of Company Property to a separate account established and maintained by the Managing Member in the name of the Company all Company, and not commingle those receipts with any other funds or accounts of the following: (A) A current list of the name and last business or residence address of each Managing Member; (Bvi) A copy of the Articles of Organization and all Amendments to it, together with executed copies Promptly notify GAP of any powers of attorney pursuant to which material default or alleged (in writing) material default by any party under the Articles or Amendments thereto have been executedEquity Documents; (Cvii) A copy of Submit to GAP for its approval any decisions or matters which may be subject to its approval under 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 (Eviii) Copies of any financial statements Implement an anti-corruption, anti-money laundering and trade control compliance policy for the Company in a form substantially similar to the policy attached hereto as Exhibit B or such other form approved by GAP in its reasonable discretion, which policy shall apply to the Members and all directors, officers, employees, agents, representatives and other associated persons of the Company for the three (3) most recent yearsCompany. (c) All records required GAP shall have the right to terminate Ascendant Member’s appointment as Managing Member upon a For Cause Event or an Event of Default by Ascendant Member hereunder and to appoint a successor Managing Member by delivering written notice (a “Termination Notice”) of such termination to Ascendant Member. The Termination Notice shall specify the basis for the same and, except as expressly set forth herein, shall become as set forth in this Section 7.03(c). Ascendant Member may dispute whether any For Cause Event or Event of Default identified in the Termination Notice has occurred by delivering written notice (an “Objection Notice”) to GAP within fifteen (15) days after receipt of the Termination Notice. If Ascendant Member fails to provide an Objection Notice within such fifteen (15) day period, then Ascendant Member shall have no right to dispute whether any For Cause Event or Event of Default identified in the Termination Notice has occurred or the effectiveness of the Termination Notice, which shall be final and conclusive, and the Termination Notice shall be effective as of the date of receipt and Ascendant Member shall be removed as Managing Member as of the date of receipt. If an Objection Notice is given within such fifteen (15) day period, then whether a For Cause Event or Event of Default has occurred shall be resolved pursuant to an Expedited Arbitration Proceeding, and the costs of the arbitration shall be borne and promptly paid by the party determined to be kept the losing party in such proceeding. If (x) the arbitrator determines that a For Cause Event or Event of Default occurred, then the Termination Notice shall be effective and Ascendant Member shall be removed as Managing Member as of the date of Ascendant Member’s receipt of the Termination Notice, or (y) the arbitrator determines that a For Cause Event or Event of Default did not occur, then the Termination Notice shall be void and of no force or effect and Ascendant Member shall remain as Managing Member; provided, however, the foregoing Expedited Arbitration Proceeding shall not limit, in any way, either Member’s rights to pursue any rights, including, without limitation, with respect to the removal of Ascendant Member as Managing Member, in litigation. In the event that Ascendant Member shall have been removed as Managing Member For Cause in accordance with the terms hereof, then under such circumstances and from that time forward (i) Ascendant Member shall immediately cease to be Managing Member, (ii) Ascendant Member shall cease to have any right to any distributions under Section 6.03 and from that time forward distributions to the Members shall be made under Section 6.04, and (iii) Ascendant Member shall not have any rights with respect to the management of the Company other than Fundamental Decisions, and GAP shall have the sole authority to authorize and approve all actions and decisions of the Company other than Fundamental Decisions. In the event that Ascendant Member shall have been removed as Managing Member, as a result of an Event of Default (which does not constitute a For Cause Event) by Ascendant Member, then Ascendant Member shall immediately cease to be Managing Member, and Ascendant Member shall retain its right to receive distributions hereunder pursuant to Section 5.1(b) 6.03 (to the extent of its Interest), but Ascendant Member shall be subject not have any rights with respect to audit, inspectionthe management of the Company other than Fundamental Decisions, and copying GAP shall have the sole authority to authorize and approve all actions and decisions of the Company other than Fundamental Decisions. In the event that Ascendant Member shall have been removed as Managing Member as a result of failure to make any Additional Capital Contributions, Ascendant Member shall not have any rights with respect to the management of the Company other than Fundamental Decisions, and GAP shall have the sole authority to authorize and approve all actions and decisions of the Company other than Fundamental Decisions. (d) Ascendant Member’s appointment as Managing Member shall automatically terminate if Ascendant Member (or a permitted transferee thereof) no longer owns an interest in the Company. (e) In the event a Key Person Event occurs as a result of the death or disability of a Key Person, then GAP shall automatically replace Ascendant Member as the Managing Member until and unless such Key Person is replaced in accordance with the definition of “Key Person”, but the same shall not constitute a For Cause Event or Event of Default by any Member or such Ascendant Member's duly authorized representative, at the reasonable request and expense of any such Member during ordinary business hours.

Duties of Managing Member. (a) 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 part of its 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 no the Managing Member shall not be required to devote such Managing Member's its 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 its obligations, the Managing Member shall: (ia) Maintain complete Obtain and accurate records of all property (real maintain such public liability, hazard and personal) owned other insurance as may be deemed necessary or leased appropriate by the Managing Member; (b) Deposit all funds of the Company and complete and accurate books of account in one or more separate bank accounts with such banks or trust companies as the Managing Member may designate (containing withdrawals from such information bank accounts to be made upon such signature or signatures as shall be necessary to record allocations and distributionsthe Managing Member may designate); (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; (ivc) Maintain at the a principal office place of business of the Company all of the following: (Ai) A a current list of the full name and last known business or residence address of each Membermember and manager, if any, of the Company from the date of organization; (Bii) A a copy of the Articles articles of Organization organization and all Amendments certificates of amendment to it, together with executed copies of any powers of attorney pursuant to which the Articles or Amendments thereto have been executed; (Ciii) A 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 executedall amendments to this Agreement; (Div) Copies the amount of cash, if any, and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon which any additional contributions agreed to be made by each member are to be made; (v) copies of the Company's ’s federal, state state, and local income tax returns and reportsfinancial statements, if any, for the three (3) most recent years; and, or if the returns and statements were not prepared, copies of the information and statements provided to or that should have been provided to the members to enable them to prepare their federal, state, and local tax returns for the same period; (Evi) Copies the events, if any, upon the happening of any financial statements of which the Company for the three (3) most recent years. (c) All records required limited liability company is to be kept pursuant to Section 5.1(b) dissolved and its affairs wound up. The records listed in this subsection shall be subject to audit, inspection, 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. (a) The Notwithstanding any contrary provision contained herein, the Managing Member shall manage take no action with respect to the Company, pursuant to this Agreement or cause otherwise, which would have, or could reasonably be expected to be managed have, a material adverse effect on the affairs economic value of any Member's Interest unless such adversely affected Member or Members consents to 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 taking of such affairsaction; provided, however, ,that it is expressly understood and agreed that no the Managing Member may, consistent with the provisions hereof, (i) amend this Agreement to remedy obvious error or correct any ministerial procedure; or (ii) make the determinations set forth in section 3.2(c), and any such act shall not be required to devote interpreted or construed as having a material adverse effect on the value of such Managing Member's entire time or attention Interest such to require such Member's consent to the taking of such action. The Managing Member in exercising all powers and authority under this Agreement, including without limitation, the management and control of the business and affairs of the Company, the making of all determinations, valuations, calculations, allocations, distributions, consents and other matters of judgment, shall act in good faith in accordance with the essential intent and principles of this Agreement and the economic bargain of the parties as manifested in the terms of this Agreement. No Member (including a If any event occurs as to which, in the good faith judgment of the Managing Member) nor an Affiliate shall be restricted , the provisions of this Agreement are not strictly applicable or if strictly applicable would not fairly protect the rights of the Members in participating in other businesses or activities that are competitive accordance with the business essential intent and principles of the CompanyAgreement and the economic bargain of the parties as manifested in the terms of this Agreement, then the Managing Member in the good faith, reasonable exercise of its business judgment shall, with the Approval of the Non-Managing Members, make an adjustment in the application of such provision so as to protect such essential intent, principles and economic bargain. (b) The Managing Member shall, within 3 business days of the receipt thereof, notify the Members of (i) any calculation or determination ("Determination") of the value of the Stock (or any component thereof) made by or on behalf of the NGC or NorthWestern Capital Board of Directors or (ii) any matter requiring the vote of the capital stock of NorthWestern Capital ("NCC Vote"). In carrying out their obligationsconnection with: (a) any Determination, the Members thereafter shall have 45 days in which to dispute such Determination in accordance with the procedures set forth in Section 10.1 hereof; and (b) any Vote, the Managing Member shall: (i) Maintain complete and accurate records of all property (real and personal) owned or leased by shall not act without 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 Approval 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 yearsNon-Managing Members. (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.