Duties of the Managers. Each Manager shall do the following:
(a) Diligently and faithfully devote such of its time to the business of the Company as may be necessary to properly conduct the affairs of the Company and, in the case of DTO Management, to perform the duties for which it will receive a Management Fee as provided in Section 5.6(b), or otherwise, however, each Manager shall not be required to devote its full time to such duties;
(b) Use its best efforts to cause the Company to comply with such conditions as may be required from time to time to permit the Company to be classified for federal income tax purposes as a partnership and not as an association taxable as a corporation;
(c) In the case of DTO Management file and publish all certificates, statements, or other instruments required by law for the formation and operation of the Company as a limited liability company in all appropriate jurisdictions;
(d) In the case of DTO Management cause the Company to obtain and keep in force during the term of the Company fire and extended coverage and public liability and professional liability insurance with such issuers and in such amounts as DTO Management shall deem advisable, but in amounts not less (and deductible amounts not greater) than those customarily maintained with respect to the business equipment and property comparable to the Company's;
(e) Have 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 funds and assets, whether or not in its immediate possession and control, and it shall not employ or permit others besides Managers to employ such funds or assets in any manner except for the benefit of the Company; and
(f) In the case of DTO Management, deliver to the Secretary of State of North Carolina for filing an annual statement in accordance with the Act and make any similar filings required under Ohio law.
Duties of the Managers. The Managers shall perform their duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. Managers who so perform their duties shall not have any liability by reason of being or having been a Manager of the Company. The Managers shall be entitled to rely on information, opinions, reports or statements of accountants, attorneys, professional consultants or other advisors unless they have knowledge concerning the matter in question which would cause such a reliance to be unwarranted. No Manager shall have authority to do any act in contravention of the Articles or this Agreement. A Manager shall be an agent of the Company for the purpose of its business and the act of a Manager, including the execution in the name of the Company of any instrument for apparently carrying on in the usual way the business of the Company, shall bind the Company unless such Manager lacks the authority to act for the Company and the person with whom he is dealing has knowledge of the fact that he has no such authority. No debt shall be contracted or liability incurred by or on behalf of the Company except by a Manager.
Duties of the Managers. Except to the extent otherwise restricted pursuant to Section 4.03 of this Operating Agreement or the Delaware LLC Act, the Managers shall have full and complete authority to manage and control the day-to-day business and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business. All decisions of the Managers shall be made by majority approval.
Duties of the Managers. Each Manager shall do the following:
(a) Diligently and faithfully devote such of its time to the business of the Company as may be necessary to properly conduct the affairs of the Company and, in the case of AHH Management, to perform the duties for which it will receive a Management Fee as provided in Section 5.6(b), or otherwise, however, each Manager shall not be required to devote its full time to such duties;
(b) Use its best efforts to cause the Company to comply with such conditions as may be required from time to time to permit the Company to be classified for Federal income tax purposes as a limited liability company and not as an association taxable as a corporation;
(c) In the case of AHH Management file and publish all certificates, statements, or other instruments required by law for the formation and operation of the Company as a limited liability company in all appropriate jurisdictions;
(d) In the case of AHH Management cause the Company to obtain and keep in force during the term of the Company fire and extended coverage and public liability and professional liability insurance with such issuers and in such amounts shall deem advisable, but in amounts not less (and deductible amounts not greater) than those customarily maintained with respect to the business equipment and property comparable to the Company's;
(e) Have 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 funds and assets, whether or not in its immediate possession and control, and it shall not employ or permit others besides Managers to employ such funds or assets in any manner except for the benefit of the Company; and
(f) In the case of AHH Management deliver to the Secretary of State of Arizona for filing an annual report in accordance with the Act and deliver to the Arizona Secretary of State a qualification as a foreign limited liability company.
Duties of the Managers. Each Manager shall do the following:
(a) Diligently and faithfully devote such of its time to the business of the Company as may be necessary to properly conduct the affairs of the Company, however, each Manager shall not be required to devote its full time to such duties;
(b) Use its best efforts to cause the Company to comply with such conditions as may be required from time to time to permit the Company to be classified for federal income tax purposes as a partnership and not as an association taxable as a corporation;
(c) In the case of HHBF file and publish all certificates, statements, or other instruments required by law for the formation and operation of the Company as a limited liability company in all appropriate jurisdictions;
(d) In the case of HHBF cause the Company to obtain and keep in force during the term of the Company fire and extended coverage and public liability and professional liability insurance with such issuers and in such amounts as HHBF shall deem advisable, but in amounts not less (and deductible amounts not greater) than those customarily maintained with respect to the business equipment and property comparable to the Company's;
(e) Have 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 funds and assets, whether or not in its immediate possession and control, and it
Duties of the Managers. Except as otherwise set forth in this Agreement, each Manager shall owe the same fiduciary duties to the Company and its Member that such individual would owe to an Illinois corporation and its shareholders as a member of the board of directors of such Illinois corporation; provided that, to the maximum extent permitted by the Act, such duties shall not include any requirement that the Company be offered an opportunity to participate in any business opportunity that is presented to any Manager.
Duties of the Managers. Each Manager shall perform his duties in good faith, in a manner he reasonably believes to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, each Manager shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case, prepared and presented by one or more agents or employees of the Company whom the Manager reasonably believes to be reliable and competent in the matters presented or counsel, public accountants or other Persons as to matters which the Manager reasonably believes to be within such Person’s professional or expert competence. No Manager shall be liable for actions taken as a manager of the Company, or for a failure to take actions, if he performed his duties in compliance with this Section 7.3.
Duties of the Managers. The Managers will devote such time, effort and skill in the management of the Company’s business affairs as each deems necessary and proper for the Company’s welfare and success. Each Manager shall discharge his duties as a Manager in accordance with the standards of conduct set forth in Section 608.4225 of the Act. Subject to any restrictions contained in a Manager’s employment or noncompetition agreement with the Company or the provisions of this Agreement, if any, a Manager may engage in and/or possess an interest in other business ventures of any nature or description, independently or with others, so long as such business ventures are not in competition with the Company, and neither the Company nor its Members will have any right by virtue of this Agreement in or to any independent venture of any of the Managers or any income or profits derived therefrom. Notwithstanding the foregoing, the Founding Managers may continue to engage in the businesses described on Schedule 4.11, or in any other business venture approved in writing by the Manager appointed by the Investor, so long as the Founding Managers are able to fulfill their respective duties as set forth in their Employment Agreements (as such term is defined in the Purchase Agreement).
Duties of the Managers. The Managers shall carry out their duties in accordance with its good faith business judgment of the best interests of the Company. The Managers shall execute and cause to be filed original or amended documents and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Nevada and any other states or jurisdictions in which the Company engages in business.
Duties of the Managers. Except as otherwise set forth in this Agreement, each Manager shall owe the same fiduciary duty to the Company and its Members that such individual would owe to a corporation and its stockholders as a member of the Board thereof under the laws of the State of Delaware.
