Duties of the Members. The Members shall take all actions that may be necessary or appropriate for the conduct of the Company’s business in accordance with the provisions of this Agreement and applicable laws and regulations. The Members shall act at all times in good faith and in such manner as may be required to protect and promote the interest of the Company and each other.
Duties of the Members. The members covered by this agreement shall perform such duties as may reasonably be required for the efficient management of the support services program.
Duties of the Members. Any Full Member is required to honour its financial commitments contracted prior to the effective date of its possible withdrawal until the end of the financial year, as well as any other commitment contracted before its possible withdrawal, until complete fulfilment of corresponding obligations. Each Member undertakes to take part in the efficient implementation of the ESONET-Vi Network, and to cooperate, perform and fulfil, promptly and on time, all of its obligations under this Consortium Agreement as may be reasonably required from it and in a manner of good faith as prescribed by Belgian law. Each Member undertakes to notify promptly, in accordance with the governance structure of the ESONET-Vi Network, any significant information, fact, problem or delay likely to affect the ESONET-Vi Network. Full Members shall have the right to participate and vote in the General Assembly. Invited Members may be present and take the floor in all General Assembly meetings without voting rights.
Duties of the Members. The Members shall use their best efforts and devote such time as may be reasonably necessary to carry out the business and activities of the Company, and shall promptly take all action which is necessary or appropriate for the organization and continuance of the Company and the investment and protection of the Company's assets. Without limiting the generality of the foregoing, and in addition to the other duties of the Members set forth in this Agreement, the Members shall:
(a) Cause the Company to obtain and keep in force insurance of such types, including, without limitation, fire, extended coverage and public liability insurance, in such amounts and with such carriers as will adequately protect the Company and Company Property;
(b) Use their best efforts to cause the Company to remain in compliance with all statutes and regulations governing the Company and its business operations and to cause all Company reports, documents and income tax reports to be prepared and timely filed with the appropriate authorities;
(c) Cause to be prepared and furnished to all Members:
(i) An annual financial report for each fiscal year, within ninety (90) days after the end of such fiscal year, which shall include unaudited financial statements of the Company;
(ii) Schedules K-1 and other required tax reports for each fiscal year within ninety (90) days following the end of such fiscal year, containing information necessary for preparation of the Members' tax returns;
(iii) Such other reports from time to time which the Members by Majority Vote deem necessary regarding the business of the Company; and
(d) Appropriately safeguard and use the funds and assets of the Company, and not employ or permit another to employ such funds or assets in any manner except for the exclusive benefit of the Company.
Duties of the Members. The Members shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory), and franchises. The Members also shall cause the Company to:
(i) Maintain its own books, records, accounts, financial statements, stationery, invoices, checks, and other limited liability company documents and bank accounts separate from any other person;
(ii) At all times hold itself out as being a legal entity separate from the Members and any other person and conduct its business in its own name;
(iii) File its own tax returns, if any, as may be required under applicable law, and pay any taxes required to be paid under applicable law;
(iv) Not commingle its assets with assets of the Members or any other person, and separately identify, maintain, and segregate all Company assets;
(v) Pay its own liabilities only out of its own funds, except with respect to organizational expenses;
(vi) Maintain an arm's length relationship with the Members, and, with respect to all business transactions entered into by the Company with the Members, require that the terms and conditions of such transactions (including the terms relating to the amounts paid thereunder) are the same as would be generally available in comparable business transactions if such transactions were with a person that was not a Member;
(vii) Pay the salaries of its own employees, if any, out of its own funds and maintain a sufficient number of employees in light of its contemplated business operations;
(viii) Not guarantee or become obligated for the debts of any other person or hold out its credit as being available to satisfy the obligations of others;
(ix) Allocate fairly and reasonably any overhead for shared office space;
(x) Not pledge its assets for the benefit of any other person or make any loans or advances to any person;
(xi) Correct any known misunderstanding regarding its separate identity;
(xii) Maintain adequate capital in light of its contemplated business purposes;
(xiii) Cause its Members to meet or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Massachusetts limited liability company formalities;
(xiv) Make any permitted investments directly or through brokers engaged and paid by the Company or its agents;
(xv) Not require any obligations or securities of the Members; and
(xvi) Observe all other limited liability formalities. Failure of the Members to com...
Duties of the Members. Without prejudice to any others resulting from the provisions of this document, the Rules of Use or any other applicable provisions, these are the duties of the members:
a) Comply with the provisions contained in these Regulations, the Rules of Use of the "Mallorca Country Club" and the agreements and other rules established by the Club Management.
b) To act with diligence and care in the use and enjoyment of the club's facilities, its furniture and other elements, seeking their best conservation and maintenance, and may denounce that which is not treated with due respect, taking into account that these are the property of others, of common use and that they serve the general interest of the members.
c) Pay the agreed installments on time. In any case and unless otherwise expressly agreed between the parties, payments shall be made within the first 5 days of the corresponding month. In case of first payments or single payments, they shall be made simultaneously with the execution of this document, and their effectiveness shall be conditioned to the effective reception of the corresponding amount.
d) Use your membership card (or alternative method) to access the Club facilities or to identify yourself when required to do so. The absence of membership card will prevent the use of the facilities unless expressly authorized by the Club.
Duties of the Members. 5.3.1 Each Member shall be required to devote substantially all of such Member’s time and effort in furtherance of the business and affairs of the Company, including, but not limited to, the Member’s duties as set forth in this Agreement or any other agreement that may be entered into with the Company.
5.3.2 Except as set forth in the Memorandum of Understanding between the Initial Members dated December 5, 2006, which is attached hereto as Exhibit “B” (the “MOU”), or as otherwise provided in Section 5.3.3, nothing in this Agreement shall be deemed to restrict in any way the rights of any Member, or of any Affiliate of any Member, to conduct any other business or activity whatsoever, and no Member shall be accountable to the Company or to any other Member with respect to such business or activity. The organization of the Company shall be without prejudice to the Members’ respective rights (or the rights of their respective Affiliates) to maintain, expand or diversify such other businesses and activities and to receive profits or compensation therefrom. Each Member waives any rights the Member might otherwise have to share or participate in such other businesses or activities of any other Member or the Member’s Affiliates.
5.3.3 The only fiduciary duties a Member owes to the Company and the other Members are the following duties of loyalty and care:
(a) A Member’s duty of loyalty to the Company and the other Members is limited to the following:
(i) To account to the Company and hold as trustee for it any property, profit or benefit derived by the Member in the conduct or winding up of the Company’s business or derived from a use by the Member of Company property, including the appropriation of a Company opportunity, without the approval of the other Members;
(ii) To refrain from dealing with the Company in the conduct or winding up of the Company’s business as or on behalf of a party having an interest adverse to the Company without the approval of the other Members; and
(iii) To refrain from directly or indirectly competing in any way with the Company’s business prior to the dissolution of the Company without the approval of the other Members.
(b) A Member’s duty of care to the Company and the other Members in the conduct and winding up of the Company’s business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, a breach of this Agreement or a knowing violation of law.
Duties of the Members. This Company is formed for the expressed purpose of providing goods and services to Sprint United Management Company (“Sprint”), an American telecommunications holding company that provides wireless services and is a major global Internet carrier, pursuant to the terms and conditions of the Sprint Contract. As such, the Members agree to the delineated Scope of Duties and compensation and other matters provided in Exhibit B of this Agreement, attached hereto and incorporated herein. Each Member shall perform their duties to the Company and to each other diligently, in good faith and with due care.
Duties of the Members. (a) Each Member shall exercise its powers and discharge its duties in good faith with a view to the interests of the Company and its Members with that degree of diligence, care and skill that ordinarily prudent persons would exercise under similar circumstances in like positions.
(b) Every Member must account to the Company and hold as trustee for it any profit or benefit derived by that Person from any transaction connected with the conduct of the Company's business or winding up of the Company, or any use by such Member of the Company's property, including, but not limited to, confidential or proprietary information of the Company entrusted to the Person as a result of that Person's status as a Member, unless that Person has obtained the consent of more than one half by number of the disinterested Members.
Duties of the Members. The members covered by this agreement shall direct and coordinate the planning, operation, and evaluation of the educational program in the Burnt Hills-Ballston Lake School District, under the supervision of the Superintendent of Schools. The members shall perform such duties as may reasonably be required for the efficient administration of the educational program.
