Fiduciary Duties of the Manager Sample Clauses

Fiduciary Duties of the Manager. The Manager shall perform the duties as the Manager in good faith, consistent with the terms of this Agreement, in a manner the Manager 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. The Manager who so performs the duties as Manager shall not have any personal liability for any obligation of the Company by reason of being or having been the Manager of the Company. The Manager does not, in any manner, guarantee the return of the Members’ Capital Contributions or a profit for the Members from the operations of the Company. Subject to Section 17701.10(g) of the Act, the Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member, unless the loss or damage shall have been the result of fraud, intentional misconduct, or a willful and knowing violation of law by such Manager.
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Fiduciary Duties of the Manager. The Manager shall have the fiduciary obligations imposed by the Act with respect to the duty of loyalty, the duty of care and the obligation to discharge his or her duties and exercise any rights he or she may have under the Act or this Agreement consistent with the obligation of good faith and fair dealing. As provided in the Act, the duty of loyalty includes the duty to account to the Company and to hold as trustee for it any property, profit, or benefit derived in the conduct or winding up of the Company's business or derived from a use of the Company's property, including the appropriation of a company's opportunity; to act fairly when 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; and to refrain from competing with the Company in the conduct of the Company's business before dissolution of the Company. As provided in the Act, the duty of care is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. As further provided in the Act, the Manager is not regarded as violating a duty or obligation under the Act or this Agreement merely because his or her conduct furthers his or her own interest. This Agreement may not be amended or modified to eliminate or vary the Manager's fiduciary duties and obligations as set forth in the preceding sentences of this Section 4.5 except for amendments or modifications which (a) delegate managerial authority to the Members (in which case the Manager is relieved of liability imposed by law for violations of the standards prescribed on the Manager) or (b) identify specific types or categories of activities that do not violate these duties, if not manifestly unreasonable, or specify the number or percentage of Members or disinterested Managers, if there be more than one Manager, that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate these duties, or determine the standards by which the performance of the obligation of good faith and fair dealing is to be measured, if not manifestly unreasonable, or (c) are otherwise permitted by the Act or by law. For purposes of this Section and clarification of the duties hereunder, the Company shall from time to time promulgate various duties, responsibilities and obligations in a written policy established from time to time. Without ...
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Related to Fiduciary Duties of the Manager

  • Duties of the Manager (a) The Manager shall, subject to the direction and control of the Trust’s Board of Trustees (i) (except to the extent an investment subadviser (each, a “Subadviser”), as defined below, has been retained in respect of some or all of the assets of the Fund) furnish continuously an investment program for the Fund and make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities; and (ii) provide reports on the foregoing to the Board of Trustees at each Board meeting.

  • Fiduciary Duties Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

  • Replacement of Fiduciary Duties Notwithstanding any other provision of this Agreement, to the extent that, at law or in equity, the General Partner or any other Indemnitee would have duties (including fiduciary duties) to the Partnership, to another Partner, to any Person who acquires an interest in a Partnership Interest or to any other Person bound by this Agreement, all such duties (including fiduciary duties) are hereby eliminated, to the fullest extent permitted by law, and replaced with the duties expressly set forth herein. The elimination of duties (including fiduciary duties) and replacement thereof with the duties expressly set forth herein are approved by the Partnership, each of the Partners, each other Person who acquires an interest in a Partnership Interest and each other Person bound by this Agreement.

  • No Fiduciary Duties The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement.

  • Duties of the Master Servicer The Certificateholders, by their purchase and acceptance of the Certificates, appoint Aurora Loan Services Inc., as Master Servicer. For and on behalf of the Depositor, the Trustee and the Certificateholders, the Master Servicer shall master service the Mortgage Loans in accordance with the provisions of this Agreement and the provisions of the applicable Servicing Agreement.

  • Activities of the Manager The services of the Manager to the Fund hereunder are not to be deemed exclusive, and the Manager and any of its affiliates shall be free to render similar services to others. Subject to and in accordance with the Agreement and Declaration of Trust and By-Laws of the Trust and Section 10(a) of the 1940 Act, it is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Manager or its affiliates as directors, officers, agents or stockholders; that directors, officers, agents or stockholders of the Manager or its affiliates are or may be interested in the Trust as trustees, officers, agents, shareholders or otherwise; that the Manager or its affiliates may be interested in the Fund as shareholders or otherwise; and that the effect of any such interests shall be governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act.

  • Duties of the Adviser The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Subadviser’s performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser to provide any funding or other support for the purpose of directly or indirectly promoting investments in the Fund.

  • DUTIES OF THE ADVISOR The Advisor will use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, By-laws and the Operating Partnership Agreement, the Advisor, directly or indirectly, will:

  • Certain Duties and Responsibilities of the Trustee In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

  • DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND HELD BY THE CUSTODIAN IN THE UNITED STATES

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