Common use of Duties of the Managers Clause in Contracts

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. 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 ManagementMedCath, 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 Federal income tax purposes as a partnership and not as an association taxable as a corporation; (c) In the case of DTO Management MedCath 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 MedCath 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;; and (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, MedCath deliver to the Secretary of State of North Carolina for filing an annual statement report in accordance with the North Carolina Act and make any similar filings required under Ohio lawdeliver to the Arkansas Secretary of State a qualification as a foreign limited liability company.