Common use of Duties of the Managing Member Clause in Contracts

Duties of the Managing Member. the Board of Directors, and their Officers and/or Directors a) Except as otherwise expressly provided in this OPERATING AGREEMENT or as required by the DELAWARE ACT: 1) the duties and obligations owed to the COMPANY by the MANAGING MEMBER and the BOARD OF DIRECTORS, and their officers and directors shall be the same as the duties and obligations owed to a corporation organized under DGCL by its officers and directors, respectively; and 2) the duties and obligations owed to the Shareholders by the MANAGING MEMBER and the BOARD OF DIRECTORS, and their officers and directors shall be the same as the duties and obligations owed to the stockholders of a corporation under the DGCL by its officers and directors, respectively. b) The MANAGING MEMBER or the BOARD OF DIRECTORS shall have the right to exercise any of the powers granted to it by this OPERATING AGREEMENT and perform any of the duties imposed upon him/it thereunder either directly or by or through his/its duly authorized officers, and the MANAGING MEMBER or the BOARD OF DIRECTORS shall not be responsible for the misconduct or negligence on the part of any such officer duly appointed or duly authorized by the MANAGING MEMBER or the BOARD OF DIRECTORS in good faith.

Duties of the Managing Member. the Board of Directors, and their Officers and/or Directors a) Except as otherwise expressly provided in this OPERATING AGREEMENT or as required by the DELAWARE FLORIDA ACT: 1) the duties and obligations owed to the COMPANY by the MANAGING MEMBER and the BOARD OF DIRECTORS, and their officers and directors shall be the same as the duties and obligations owed to a corporation organized under DGCL FBCA by its officers and directors, respectively; and 2) the duties and obligations owed to the Shareholders by the MANAGING MEMBER and the BOARD OF DIRECTORS, and their officers and directors shall be the same as the duties and obligations owed to the stockholders of a corporation under the DGCL FBCA by its officers and directors, respectively. b) The MANAGING MEMBER or the BOARD OF DIRECTORS shall have the right to exercise any of the powers granted to it by this OPERATING AGREEMENT and perform any of the duties imposed upon him/it thereunder either directly or by or through his/its duly authorized officers, and the MANAGING MEMBER or the BOARD OF DIRECTORS shall not be responsible for the misconduct or negligence on the part of any such officer duly appointed or duly authorized by the MANAGING MEMBER or the BOARD OF DIRECTORS in good faith.