Relationship of Members. Each Member agrees that, to the fullest extent permitted by Section 18-1101 and other provisions of the Delaware Act and except to the extent expressly stated in this Agreement or in any other agreement to which a Member is a party: (a) Except as expressly provided in this Agreement, no Member shall have any authority to bind or act for, or assume any obligation or responsibility on behalf of, any other Member, the Company or to act as the agent, representative or attorney-in-fact for any other Member. (b) Except as expressly provided herein, any consent, approval, determination or other action by a Member shall be given or taken in the sole and absolute discretion of that Member in its own best interests and without regard to the best interests of another Member, the Company or the financial, tax or other effect on another Member or the Company. Each Member acknowledges and agrees that (i) to the extent a Member is acting or proposing to act on behalf of the Company, such Member shall be acting in the capacity as a fiduciary of the Company and the other Members (subject to the provisions of Section 6.5) and (ii) to the extent a Member is determining whether to initiate or approve a Major Decision, such Member is entitled to act in a manner deemed by such Member to be in its own best interest.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Sentio Healthcare Properties Inc), Limited Liability Company Agreement (Sentio Healthcare Properties Inc), Limited Liability Company Agreement (Sentio Healthcare Properties Inc)
Relationship of Members. Each Member agrees that, to the fullest extent permitted by Section 18-1101 and other provisions of the Delaware Act and except to the extent expressly stated in this Agreement or in any other agreement to which a Member is a party:
(a) Except as expressly provided in this Agreement, no Member shall have any authority to bind or act for, or assume any obligation or responsibility on behalf of, any other Member, the Company or to act as the agent, representative or attorney-in-fact for any other Member.
(b) Except as expressly provided herein, any consent, approval, determination or other action by a Member shall be given or taken in the sole and absolute discretion of that Member in its own best interests and without regard to the best interests of another Member, the Company or the financial, tax or other effect on another Member or the Company. Each Member acknowledges and agrees that (i) to the extent a Member is acting or proposing to act on behalf of the Company, such Member shall be acting in the capacity as a fiduciary of the Company and the other Members (subject to the provisions of Section 6.57.5) and (ii) to the extent a Member is determining whether to initiate or approve a Major DecisionDecision or in connection with a Buy-Sell under Article 6 hereof, such Member is entitled to act in a manner deemed by such Member to be in its own best interest.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Cornerstone Healthcare Plus Reit, Inc.), Limited Liability Company Agreement (Cornerstone Healthcare Plus Reit, Inc.)