Standard of Care: Limited Liability. The Manager shall exert his reasonable care in selecting the authorized or relevant parties, the correspondent banks, the proxies, the securities brokers and the custodians for the assets of the investment account, and his funds or investments; however, the Manager will not bear any responsibility for any loss, damage, financial obligations, liabilities or expenses incurred by the Client, due to the failure of any of the aforementioned people in performing their works accurately and at the usual or required time, unless they were caused by a fraudulent action, a deliberate slackness or grave negligence. The only obligation that will fall on the Manager is to exert reasonable effort in ensuring that these aforementioned people will correct any mistakes on his or their part in the next account statement or notice. The Manager will not be in any way responsible for any direct, indirect or consequential damage or loss, whether caused by an error, omission, negligence, or deliberate slackness on the part of any of the mentioned people, or in case of his liquidation, bankruptcy, insolvency or any financial failure. The Manager will take the necessary actions, at the Client’s expense, to recover the loss. The Manager will receive and maintain all insurance funds for the benefit of the Client who receives them, regarding the cash or the securities in the investment account; due to a financial failure or slackness from any authorized or relevant third party or any third party without any obligation or duty by the Manager in filling a lawsuit to recover or claim these insurance funds; and that is without submitting any statement or guarantee on the part of the Manager regarding the existence or adequacy of the insurance coverage ( whether a mandatory or voluntary insurance) or concerning any actions that will be or should be taken to recover that loss. The Client must also maintain his protection of the Manager from any financial obligations, losses, costs and expenses arising from entering this agreement, and concerning any claims by third parties or any requirements by regulatory authorities. Furthermore, the Client must provide the Manager, upon request, with the information requested by the Manager from time to time concerning the performance of the work required in accordance with this agreement. The Manager undertakes to implement or to secure the implementation of any instructions, based on exerting the utmost efforts; however, the Manager cannot ensure the i...
Standard of Care: Limited Liability. Manager shall undertake its activities under this Agreement with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent fiduciary, with respect to the Company, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of like character and with like goals and investment objectives. CTRI has not guaranteed nor shall have any obligation with respect to the return of a Member’s Capital Contributions or profits from the operation of the Company. Manager shall not be liable to the Company or to any Member for any loss or damage sustained by the Company or any Member except loss or damage resulting from: (a) fraud, gross negligence, misappropriation of funds, willful misconduct, or any criminal activity committed by the Manager of the Company; or (b) actions or omissions of the Manager that do not meet the Standard of Care (as hereinafter defined). For purposes hereof, “Standard Of Care” means the Manager acting in good faith within what the Manager believed to be the scope of its authority consistent with what Manager reasonably believes to be the best interest of the Company. Manager shall be entitled to rely on information, opinions, reports or statements, including but not limited to financial statements or other financial data prepared or presented in accordance with the Delaware Act. Manager covenants and agrees to diligently pursue the leasing and/or sale of the Project in accordance with the Approved Annual Company Budget.
Standard of Care: Limited Liability
