OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments.
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments.
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) would adversely affect the Company’s status as an entity excluded from investment company status under the Investment Company Act or (ii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s members, for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each Person entering into any agreement with the Managed Entities to make such representations and warranties, if any, as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action necessary or appropriate with regard to the protection of the Managed Entities and the Business.
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall refrain from any action that, in its sole judgment made in good faith, would adversely affect the status of the Acquired Companies as a corporation in good standing or a foreign corporation in good standing in such jurisdictions in which the Acquired Companies are required to so qualify or that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Acquired Companies or that would otherwise not be permitted by such entity’s respective Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company or Acquired Companies, the Board of Directors, or the Company’s or any Acquired Company’s stockholders, employees or partners for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall take such actions as it deems necessary or appropriate with regard to the protection of the Investments.
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall refrain from any action that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s members, for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall take such action as it deems necessary or appropriate with regard to the protection of the Investments.
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall be subject to, and shall at all times act in accordance with, the Investment Policies.
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall refrain from any action that, in its good faith judgment:
