Duty of Manager Sample Clauses

Duty of Manager. The Manager shall render the services called for hereunder in the utmost good faith and the Manager acknowledges that it is acting in a fiduciary capacity with respect to the Owner and owes the Owner the highest duty of care.

Duty of Manager. Subject to, and upon the consummation of, the Restructuring Transactions, the Insured Entities hereby appoint Manager as their agent and representative to procure and continue in force on behalf of the Insured Entities such policies of insurance on the Projects as Manager shall determine to be necessary or appropriate from time to time; provided, however, that such policies of insurance shall at all times materially comply with any requirements by lenders or lessors of the Insured Entities as set forth in any deeds of trust, mortgages and other secured loan documents or instruments, security agreements, ground or other leases and other loan, lease or guaranty agreements, documents or instruments as the Insured Entities may enter into with respect to the Projects from time to time, and which will be provided by the Insured Entities to Manager in accordance with Section 1.3 hereof. The Insured Entities agree that such policies of insurance may include, without limitation, general liability, automobile liability, umbrella liability, property and environmental liability policies.

Duty of Manager. Subject to and upon the consummation of the Formation Transactions, each of the Partnerships hereby appoints the Services Company as its and their agent and representative, and shall cause the Services Company to procure and continue in force on behalf of the Partnerships such policies of insurance on the Projects as the Services Company shall determine to be necessary or appropriate from time to time; provided, however, that such policies of insurance shall at all times comply with all requirements (i) set forth under any management agreement between a Partnership and the Services Company or, as applicable, another management company or other third party manager (each, a "MANAGEMENT AGREEMENT") and (ii) by any lender or lessor of a Partnership as set forth in any deeds of trust, mortgages and other secured loan documents, security agreements, ground or other leases and other loan, lease or guaranty agreements as the Partnerships may enter into with respect to the Projects from time to time. The Partnerships agree that such policies of insurance may include, without limitation, property, casualty, terrorism, fire, extended coverage, earthquake and flood, boiler and machinery, rent loss and liability insurance policies. In its capacity as agent and representative of the Partnerships pursuant to this Section 1.1, the Services Company shall be referred to herein as "MANAGER" and, subject to and upon the consummation of the Formation Transactions, Development shall no longer be a party to this Agreement or the Manager hereunder.

Duty of Manager. A Manager of the Company shall perform his or her duties as a Manager, including his or her duties as a member of any Committee upon which he or she may serve, in good faith and that are necessary and convenient to carry out the business and affairs of the Company , in a maimer he or she 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 or her duties, a Manager shall be entitled to rely on information, opinions, reports , or statements, including financial statements and other financial data , in each case prepared or presented by persons and groups listed in paragraphs (A), (B) and (C) of this Section . But he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties shall not have any liability by reason of being or having been a Manage r of the Company. Those persons and groups whose information , opinions, reports and statements a Manager is entitled to rely upon are: A. One or more employees or other agents of the Company whom the Manager reasonably believes to be reliable and competent in the matters presented; B. Counsel, public accountants , or other persons as to matters which the Manager reasonably believes to be within such persons' professional or expert competence; and C. A Committee appointed by the Managers upon which he or she does not serve, duly designated in accordance with the provision of this Agreement , as to matters within its designated authority, which Committee the Manager reasonably believes to merit confidence.