Common use of Duties of the Officers Clause in Contracts

Duties of the Officers. In addition to obligations imposed by other provisions of this Agreement, each Officer is to devote to the Company such time as is reasonably necessary and his or her best efforts to carry out the business of the Company and to accomplish its purposes. The Officers, on behalf of the Company and at the expense of the Company, are to: (a) arrange for the preparation of all necessary informational federal income tax forms on behalf of the Company and for the preparation and filing of any and all state and local income and franchise tax returns required to be filed by the Company; (b) maintain and preserve during the term of the Company and for five years thereafter, or for such longer time as is necessary to determine the cost basis of the Company assets, at the Company’s office designated pursuant to Section 1.4 (or, if the Company has been terminated, at the location designated by the Board of Managers in written notice to the Members), complete and accurate books of account in accordance with the provisions of this Agreement, a list of the names and addresses of each Member, copies of the Certificate of Formation, this Agreement, and copies of all financial statements and tax returns of the Company for the most recent five-year period during the term of the Company; (c) execute, acknowledge and certify all documents and instruments and take or cause to be taken all actions which may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members, (ii) to effectuate the provisions of this Agreement or (iii) to enable the Company to conduct its business; (d) to the extent reasonably deemed necessary or appropriate by the Board of Managers, cause all persons dealing with the Company, the Board or any Officer, agent or employee of the Company acting on behalf of the Company, to be aware of the character of the Company as a limited liability company; (e) conduct the affairs of the Company in compliance with the applicable laws and in the best interests of the Company and of the Members; (f) not permit the use of Company funds or assets for other than the benefit of the Company and of the Members; (g) hold all Company property in the Company name or, in the case of cash or cash equivalents, in one or more depository accounts as to which the Company is a beneficial owner; and (h) use reasonable efforts not to cause the Company to incur debts or other liabilities or obligations beyond the Company’s ability to pay.

Duties of the Officers. In addition to obligations imposed by other provisions of this Agreement, each Officer is to devote to the Company such time as is reasonably necessary and his or his/her best efforts to carry out the business of the Company and to accomplish its purposes. The Officers, on behalf of the Company and at the expense of the Company, are to: (a) arrange furnish to the Member all information required for federal and state income tax reporting purposes with respect to the Company for the preparation of all necessary informational federal income tax forms on behalf of the Company and Fiscal Year most recently ended; (b) arrange for the preparation and filing of any and all state and local income and franchise tax returns required to be filed by the Company; (bc) maintain and preserve during the term of the Company and for five years thereafter, or for such longer time as is necessary to determine the cost basis of the Company assets, at the Company’s office designated pursuant to Section 1.4 (or, if the Company has been terminated, at the location designated by the Board of Managers in written notice to the MembersMember), complete and accurate books of account in accordance with the provisions of this Agreement, a list the name and address of the names and addresses of each Member, copies of the Certificate of Formation, this Agreement, and copies of all financial statements and tax returns of the Company for the most recent five-year period during the term of the Company; (cd) execute, acknowledge acknowledge, and certify all documents and instruments and take or cause to be taken all actions which may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the MembersMember, (ii) to effectuate the provisions of this Agreement Agreement, or (iii) to enable the Company to conduct its business; (d) to the extent reasonably deemed necessary or appropriate by the Board of Managers, cause all persons dealing with the Company, the Board or any Officer, agent or employee of the Company acting on behalf of the Company, to be aware of the character of the Company as a limited liability company; (e) conduct the affairs of the Company in compliance with the applicable laws and in the best interests of the Company and of the MembersMember; (f) not permit the use of Company funds or assets for other than the benefit of the Company and of the MembersMember; (g) hold all Company property in the Company name or, in the case of cash or cash equivalents, in one or more depository accounts as to which the Company is a beneficial owner; and (h) use reasonable efforts not to cause the Company to incur debts or other liabilities or obligations beyond the Company’s ability to paypay such liabilities.

Duties of the Officers. In addition to obligations imposed by other provisions of this Agreement, each Officer is to shall devote to the Company such time as is reasonably necessary and his or her its best efforts to carry in carrying out the business of the Company and in order to accomplish its purposes. The Officers shall have the authority, responsibilities and duties as are customary for officers holding similar positions with respect to businesses conducted in corporate form and such additional authority, responsibilities and duties as the Board may delegate, from time to time, to the Officers. In addition, the Officers, on behalf of the Company and at the expense of the Company, are toshall: (a) execute, acknowledge and certify all documents and instruments and take or cause to be taken all actions which may be necessary or appropriate (i) for the continuation of the Company's valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Member, (ii) to effectuate the provisions of this Agreement or (iii) to enable the Company to conduct its business; (b) to the extent reasonably deemed necessary or appropriate by the Board, cause all persons dealing with the Company, the Board or any Officer, agent or employee of the Company acting on behalf of the Company, to be aware of the character of the Company as an Delaware limited liability company; (c) conduct the affairs of the Company in compliance with the applicable laws and in the best interests of the Company and of the Member; (d) not permit the use of Company funds or assets for other than the benefit of the Company and of the Member; (e) arrange for the preparation of all necessary informational federal income tax forms on behalf of the Company and for the preparation and filing of any and all state and local income and franchise tax returns required to be filed by the Company; (bf) obtain and maintain and preserve during the term on behalf of the Company such all-risk, public liability, workmen's compensation, Officers' liability, fidelity, forgery and for five years thereafter, or for such longer time as is necessary to determine the cost basis of the Company assets, at the Company’s office designated pursuant to Section 1.4 (orother insurance, if the Company has been terminatedany, at the location designated by the Board of Managers in written notice to the Members), complete and accurate books of account in accordance with the provisions of this Agreement, a list of the names and addresses of each Member, copies of the Certificate of Formation, this Agreement, and copies of all financial statements and tax returns of the Company for the most recent five-year period during the term of the Company; (c) execute, acknowledge and certify all documents and instruments and take or cause to be taken all actions which as may be necessary or appropriate (i) for the continuation of the Company’s valid existence available on commercially reasonable terms and as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members, (ii) to effectuate the provisions of this Agreement or (iii) to enable the Company to conduct its business; (d) to the extent reasonably may be deemed necessary or appropriate by the Board of Managers, cause all persons dealing with the Company, the Board or any Officer, agent or employee of the Company acting on behalf of the Company, to be aware of the character of the Company as a limited liability company; (e) conduct the affairs of the Company in compliance with the applicable laws and in the best interests of the Company and of the Members; (f) not permit the use of Company funds or assets for other than the benefit of the Company and of the MembersBoard; (g) hold all Company property in the Company name or, in the case of cash or cash equivalents, in one or more depository accounts as to which the Company is a beneficial owner; and (h) use reasonable efforts not to cause the Company to incur debts or other liabilities or obligations beyond the Company’s 's ability to paypay such liabilities.

Duties of the Officers. In addition to obligations imposed by other provisions of this Agreement, each Officer is to devote to the Company such time as is reasonably necessary and his his, her, or her its best efforts to carry out the business of the Company and to accomplish its purposes. The Officers, on behalf of the Company and at the expense of the Company, are to: (a) maintain at the Company's principal place of business a list, updated from time to time, that accurately sets forth the names and addresses of the Members; the Interests held by the Members; and the amount of each Member's capital contributions; (b) arrange for the preparation of all necessary informational federal income tax forms on behalf of the Company and for the preparation and filing of any and all state and local income and franchise tax returns required to be filed by the Company; (bc) maintain and preserve during the term of the Company and for five years thereafter, or for such longer time as is necessary to determine the cost basis of the Company assets, at the Company’s 's office designated pursuant to Section 1.4 (or, if the Company has been terminated, at the location designated by the Board of Managers directors in written notice to the Members), complete and accurate books of account in accordance with the provisions of this Agreement, a list of the names and addresses of each Member, copies of the Certificate of Formation, this Agreement, and copies of all financial statements and tax returns of the Company for the most recent five-year period during the term of the Company; (cd) execute, acknowledge acknowledge, and certify all documents and instruments and take or cause to be taken all actions which may be necessary or appropriate (i) for the continuation of the Company’s 's valid existence as a limited liability company under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members, (ii) to effectuate the provisions of this Agreement Agreement, or (iii) to enable the Company to conduct its business; (de) to the extent reasonably deemed necessary or appropriate by the Board of ManagersBoard, cause all persons dealing with the Company, the Board Board, or any Officer, agent or employee of the Company acting on behalf of the Company, to be aware of the character of the Company as a limited liability company; (ef) conduct the affairs of the Company in compliance with the applicable laws and in the best interests of the Company and of the Members; (fg) not permit the use of Company funds or assets for other than the benefit of the Company and of the Members; (gh) hold all Company property in the Company name or, in the case of cash or cash equivalents, in one or more depository accounts as to which the Company is a beneficial owner; and (hi) use reasonable efforts not to cause the Company to incur debts or other liabilities or obligations beyond the Company’s 's ability to pay.

Duties of the Officers. In addition to obligations imposed by other provisions of this Agreement, each Officer is to devote to the Company such time as is reasonably necessary and his or her best reasonable efforts to carry out the business of the Company and to accomplish its purposes. The Officers, on behalf of the Company and at the expense of the Company, are to: (a) arrange for furnish to the preparation Member (i) as soon as practicable, but in no event later than 90 days after the end of all necessary informational federal income tax forms on behalf each Fiscal Year, financial statements of the Company audited by the Company’s certified public accountants (including, without limitation, a balance sheet and statements of income and Member’s equity) and (ii) by August 15 of each calendar year all information required for federal and state income tax reporting purposes with respect to the Company for the Fiscal Year most recently ended; (b) arrange for the preparation and filing of any and all state and local income and franchise tax returns required to be filed by the Company; (bc) maintain and preserve during the term of the Company and for five years thereafter, or for such longer time as is necessary to determine the cost basis of the Company assets, at the Company’s office designated pursuant to Section 1.4 (or, if the Company has been terminated, at the location designated by the Board of Managers in written notice to the MembersMember), complete and accurate books of account in accordance with the provisions of this Agreement, a list the name and address of the names and addresses of each Member, copies of the Certificate of FormationOrganization, this Agreement, and copies of all financial statements and tax returns of the Company for the most recent five-year period during the term of the Company; (cd) execute, acknowledge acknowledge, and certify all documents and instruments and take or cause to be taken all actions which may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Delaware Minnesota and of each other jurisdiction in which such existence is necessary to protect the limited liability of the MembersMember, (ii) to effectuate the provisions of this Agreement Agreement, or (iii) to enable the Company to conduct its business; (d) to the extent reasonably deemed necessary or appropriate by the Board of Managers, cause all persons dealing with the Company, the Board or any Officer, agent or employee of the Company acting on behalf of the Company, to be aware of the character of the Company as a limited liability company; (e) conduct the affairs of the Company in compliance with the applicable laws and in the best interests of the Company and of the MembersMember; (f) not permit the use of Company funds or assets for other than the benefit of the Company and of the MembersMember; (g) hold all Company property in the Company name or, in the case of cash or cash equivalents, in one or more depository accounts as to which the Company is a beneficial owner; and (h) use reasonable efforts not to cause the Company to incur debts or other liabilities or obligations beyond the Company’s ability to paypay such liabilities.