Common use of Duties and Obligations of Manager Clause in Contracts

Duties and Obligations of Manager. To the maximum extent permitted under the Act, the only duty that the Manager owes to the Company, any Member or any other Person (including any creditor of any Member or assignee of any interest in the Company), fiduciary or otherwise, are to perform its contractual obligations as expressly set forth in this Agreement consistently with the implied contractual covenant of good faith and fair dealing, in accordance with the duties of care and loyalty as set forth in this Section 5.4. The Manager, in its capacity as such, shall have no other duty, fiduciary or otherwise, to the Company, its Members or any other Person (including any creditor of any Member or any assignee of any Membership Interest in the Company).

Appears in 2 contracts

Sources: Merger Agreement (Chambers Street Properties), Merger Agreement (Gramercy Property Trust Inc.)