Common use of Rights and Obligations of Managing Member Clause in Contracts

Rights and Obligations of Managing Member. Section 12.1 Rights and Obligations of Managing Member. The Managing Member shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company for the purposes herein stated, and shall have the power to perform, or cause to be performed, among others, all of the following: (a) operate, maintain and manage the Company Property in a manner necessary and appropriate for the accomplishment of the purposes of the Company; (b) cause the Operating Company to enter into any necessary and appropriate agreements and contracts deemed necessary and appropriate in connection with the management, maintenance and operation of the Property; (c) as a fiduciary for the Company, hold and distribute funds to the Members by way of cash, income and return of capital, or otherwise, in accordance with the provisions of this Agreement; (d) contract on behalf of the Company and/or the Operating Company for the engagement of independent contractors and supervise such contractors in connection with the rendering of services to the Company and/or the Operating Company; (e) obtain insurance policies for that the Property and potential liabilities and risks of the Company in appropriate amounts (subject to availability at commercially reasonable rates); (f) prepare and adopt the annual budgets for the Company and the Operating Companies; (g) The Members stipulate and agree that Managing Member has used reasonable commercial efforts to perform its obligations under this Section 12.1 with respect to the management and operation of the Company if and to the extent and during the applicable time periods that such management and operational matters are within the purview of the obligations of a JEA Manager pursuant to an applicable JEA Management Agreement.

Rights and Obligations of Managing Member. Section 12.1 Rights and Obligations of Managing Member. The Managing Member shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company for the purposes herein stated, and shall have the power to perform, or cause to be performed, among others, all of the following: (a) operate, maintain and manage the Company Property in a manner necessary and appropriate for the accomplishment of the purposes of the Company; (b) cause the Operating Company to enter into any necessary and appropriate agreements and contracts deemed necessary and appropriate in connection with the management, maintenance and operation of the Property; (c) as a fiduciary for the Company, hold and distribute funds to the Members by way of cash, income and return of capital, or otherwise, in accordance with the provisions of this Agreement; (d) contract on behalf of the Company and/or the Operating Company for the engagement of independent contractors and supervise such contractors in connection with the rendering of services to the Company and/or the Operating Company; (e) obtain insurance policies for that the Property and potential liabilities and risks of the Company in appropriate amounts (subject to availability at commercially reasonable rates); (f) prepare and adopt the annual budgets for the Company and the Operating Companies; (g) The Members stipulate and agree that Managing Member has used reasonable commercial efforts to perform its obligations under this Section 12.1 with respect to the management and operation of the Company if and to the extent and during the applicable time periods that such management and operational matters are within the purview of the obligations of a JEA Manager pursuant to an applicable JEA Management Agreement.