Rights and Duties of Members. Subject to the provisions of Article 3, members will have all of the rights and powers of members as provided under the Act and as otherwise provided by law.
Rights and Duties of Members. 14.1 Subject to duties and obligations of the Managing Member, it is expressly understood that each Member may engage in any other business or investment, whether or not in direct competition with the business of the Company, and neither the Company nor any other Member shall have any rights in and to said businesses or investments, or the income or profits derived therefrom.
14.2 The Managing Member may employ, on behalf of the Company, such persons, firms or corporations, including those firms or corporations in which any Member has an interest, and on such terms as the Managing Member shall deem advisable in the operation and management of the business of the Company, including, without limitation, such accountants, attorneys, architects, engineers, contractors, appraisers and experts.
14.3 No Member shall be personally liable to the Company or any of the other Members for any act or omission performed or omitted by him, except if such act or omission was attributable to willful misconduct or gross negligence.
14.4 Each Member (and each former Member) shall be indemnified and saved harmless by the Company from any loss, damage or expense incurred by him by reason of any act or omission performed or omitted by him, except if such act or omission was attributable to willful misconduct or gross negligence.
Rights and Duties of Members. The Company is a “manager- managed” limited liability company under the LLCA which shall be managed by a Board of Managers (the “Board”, also referred to in this Agreement as, the “Manager”). Except as may hereafter be required or permitted by the LLCA or as specifically provided herein, the Member shall in such capacity take no part whatever in the control, management, direction or operation of the affairs of the Company and shall have no power to act for or bind the Company.
Rights and Duties of Members. The Company is a “manager-managed” limited liability company under the Nevada LLC Act which shall be managed by a Board of Managers (the “Board”, also referred to in this Agreement as, the “Manager”). Except as may hereafter be required or permitted by the Nevada LLC Act or as specifically provided herein, the Member shall in such capacity take no part whatever in the control, management, direction or operation of the affairs of the Company and shall have no power to act for or bind the Company.
Rights and Duties of Members. Other Activities of the Members.....................................18 4.2. Liability of Members, Managers and Officers.........................19 4.3.
Rights and Duties of Members. (a) The rights, duties and obligations of the Members shall be as set forth in this Agreement and neither Member or its Affiliates shall be liable to the other Member or its Affiliates in connection with the formation, operation or dissolution of the Company, except as specifically provided by this Agreement. Without limiting the foregoing, the parties specifically acknowledge and agree that neither Member shall have any fiduciary duty to the other Member whether under the Delaware Act, whether implied in law, or otherwise implied by the terms of this Agreement. Neither Member nor its Affiliates shall assert in any litigation, controversy or proceeding a position contrary to the foregoing or to the waivers and limitations otherwise set forth in this Agreement. The Members intend that this Section 6.2 shall be given the maximum effect permitted under applicable law, including under Section 18-1101 of the Delaware Act.
(b) Notwithstanding the foregoing, the Agreement shall be without prejudice to the rights, duties and obligations of the Members and their Affiliates under the Ancillary Agreements and any other agreements between the Members and their respective Affiliates.
Rights and Duties of Members. OFFICERS 20 ARTICLE VII INDEMNIFICATION 24
Rights and Duties of Members. Payment of membership fee. Nonpayment leads to exclusion of the member from the Consortium. • If an institution withdraws, or is excluded, from the membership in the course of a financial year, the SEB Consortium shall retain the membership fee already paid by the withdrawing/excluding member. • Right of the Principal Members to appoint one representative each to the SEB Consortium Board. • Personal consultancy for principal and gold members by the SEB developers includes solely consultancy by mail or phone • Gold, silver and bronze members have no voting rights in the SEB Board. • Benefits attributed according to the membership category.
Rights and Duties of Members. The Company is a “manager-managed” limited liability company under the Florida LLC Act which shall be managed by a Board of Managers (the “Board”, also referred to in this Agreement as, the “Manager”). Except as may hereafter be required or permitted by the Florida LLC Act or as specifically provided herein, the Member shall in such capacity take no part whatever in the control, management, direction or operation of the affairs of the Company and shall have no power to act for or bind the Company.
Rights and Duties of Members. (a) Members who are not Managing Members shall not have any individual authority to act for or bind the Company, nor transact any business for the Company. However, Members who are Officers of the Company may act for and bind the Company if such transactions are within the scope of their duties as an Officer.
(b) Each Member ("Indemnifying Member") agrees to indemnify, protect and hold harmless, on an after-tax basis, each other Member, such Member's permitted assigns and successors, and the Company and its agents, employees, officers, Managing Members, successors and permitted assigns, from and against all losses, damages, injuries, claims, demands and expenses arising out of the Indemnifying Member's own acts of willful and wanton misconduct, limited to the extent that such losses, damages, injuries, claims, demands and expenses are not reimbursed under a policy of insurance carried by the Company.
(c) The Members of the Company may elect such Managing Members of the Company which the Members deem, in their sole discretion, necessary and appropriate for the Company to carry out its activities as contemplated in this Agreement. Each Managing Member shall be elected or appointed by the affirmative vote of the Members, as provided in subsection 5.2(b). The names of the Managing Members are set forth in EXHIBIT B which is attached hereto and incorporated by reference herein and which shall be amended when such additional or successor Managing Members have been duly elected or until a Managing Member's death, resignation or removal pursuant to Subsection 5.7 by the Members whenever, in their judgment, the best interests of the Company would be served thereby. A vacancy because of death, resignation, removal, disqualification or otherwise, may be filled by the remaining Members.
(d) The Members of the Company, by affirmative majority vote, may take any action for which a greater percentage vote is not required, either by virtue of Subsection 5.4 above, or otherwise.
