Common use of Duties and Obligations of the Manager Clause in Contracts

Duties and Obligations of the Manager. (a) The Manager shall take all actions that may be necessary or appropriate for the (i) continuation of the Company's valid existence as a limited liability company under the laws of the State of Michigan and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Company to conduct the business in which it is engaged and (ii) accomplishment of the Company's purposes, including the acquisition, development, maintenance, preservation, and operation of Property in accordance with the provisions of this Operating Agreement and applicable laws and regulations. (b) Except as provided in Section 1.9, the Manager shall be under a fiduciary duty to conduct the affairs of the Company in the best interests of the Company and of the Members, including the safekeeping and use of all of the Property and the use thereof for the exclusive benefit of the Company. (c) The Manager shall cause the Company to conduct its business and operations separate and apart from that of any Member or any of its Affiliates, including (i) segregating Company assets and not allowing funds or other assets of the Company to be commingled with the funds or other assets of, held by, or registered in the name of, any Member or any of its Affiliates, (ii) except as necessary to facilitate the inclusion of the financial results of the Company's operations in the consolidated financial statements of and its Affiliates, maintaining books and financial records of the Company separate from the books and financial records of any Member and its Affiliates, and observing all Company procedures and formalities, including maintaining minutes of Company meetings and acting on behalf of the Company only pursuant to due authorization of the Members, (iii) causing the Company to pay its liabilities from assets of the Company, and (iv) causing the Company to conduct its dealings with third parties in its own name and as a separate and independent entity. (d) The Manager has provided to the Company a certificate of an officer or authorized representative naming those officers or authorized representatives ("Responsible Officers") of the Manager that will be responsible for the management and operations of the Company in accordance with this Article V until such time as the Manager has provided to the Company another certificate naming others of its officers or authorized representatives to be Responsible Officers, and the Manager hereby covenants and agrees that such Responsible Officers shall maintain the separateness of the Company's operations and otherwise comply with all of the terms of this Operating Agreement. (e) Notwithstanding any other provision of this Operating Agreement, the Manager shall not, without the written consent of all of the Members, take any of the following actions: (i) Any act that would be in contravention of the Operating Agreement or, if on behalf of the Company, inconsistent with the purposes of the Company; (ii) Any act that would, to the Manager’s knowledge, as the case may be, make it impossible to carry on the normal business of the Company; (iii) Possess or assign rights in the Company's Property for other than a Company purpose; (iv) Perform any act that would subject any Member to liability for the Debts or obligations of the Company; (v) Cause or permit the Company to incur, assume, guarantee, or otherwise become liable for any Debt; (vi) Cause or permit the Company, or any direct or indirect Company subsidiary, to directly or indirectly acquire any assets other than Permitted Assets; (vii) File on behalf of the Company or consent to the filing on behalf of any direct or indirect Company subsidiary any voluntary petition in Bankruptcy; (viii) Cause the Company to distribute any asset other than as provided in this Operating Agreement and in the course of the liquidation of the Company; (ix) Cause or permit the Company or any direct or indirect Company Subsidiary to merge or consolidate with any Person; or (x) Cause or permit the admission of any Member other than in accordance with Section 10.6 hereof.

Duties and Obligations of the Manager. (a) The Manager shall take all actions that may be necessary or appropriate for the (i) continuation of the Company's valid existence as a limited liability company under the laws of the State of Michigan and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Company to conduct the business in which it is engaged and (ii) accomplishment of the Company's purposes, including the acquisitionacquis-ition, development, maintenance, preservation, and operation of Property in accordance with the provisions of this Operating Agreement and applicable laws and regulations. (b) Except as provided in Section 1.9, the Manager shall be under a fiduciary duty to conduct the affairs of the Company in the best interests of the Company and of the Members, including the safekeeping and use of all of the Property and the use thereof for the exclusive benefit of the Company. (c) The Manager shall cause the Company to conduct its business and operations opera-tions separate and apart from that of any Member or any of its Affiliates, including (i) segregating segrega-ting Company assets and not allowing funds or other assets of the Company to be commingled with the funds or other assets of, held by, or registered in the name of, any Member or any of its Affiliates, (ii) except as necessary to facilitate the inclusion of the financial results of the CompanyComp-any's operations in the consolidated financial statements of and its Affiliates, maintaining books and financial records of the Company separate from the books and financial records of any Member and its Affiliates, and observing all Company procedures and formalities, including maintaining minutes of Company meetings and acting on behalf of the Company only pursuant to due authorization of the Members, (iii) causing the Company to pay its liabilities from assets of the Company, and (iv) causing the Company to conduct its dealings with third parties in its own name and as a separate and independent entity. (d) The Manager has provided to the Company a certificate of an officer or authorized representative naming those officers or authorized representatives ("Responsible Officers") of the Manager that will be responsible for the management and operations of the Company in accordance with this Article V until such time as the Manager has provided to the Company another certificate naming others of its officers or authorized representatives to be Responsible Officers, and the Manager hereby covenants and agrees that such Responsible Officers shall maintain the separateness of the Company's operations and otherwise comply with all of the terms of this Operating Agreement. (e) Notwithstanding any other provision of this Operating Agreement, the Manager shall not, without the written consent of all 60% of the Members, take any of the following actions: (i) Any act that would be in contravention The sale, exchange, transfer or other disposition of all or substan-tially all of the Operating Agreement or, if on behalf of the Company, inconsistent with the purposes assets and property of the Company; (ii) Any act that wouldmerger, to the Manager’s knowledgerecapitalization, as the case may be, make it impossible to carry on the normal business consolidation or reorganization of the Company; (iii) Possess Any substantive amendment or assign rights in restatement of the Company's Property for other than a Company purposeArticles of Organization or this Agreement; (iv) Perform any act that would subject any Member to liability for Any substantive change in the Debts or obligations character of business of the Company; (v) Cause Any act that would contravene any provision of the Articles of Organization, this Agreement or permit the Company to incur, assume, guarantee, or otherwise become liable for any DebtAct; (vi) Cause The issuance of additional membership interests in the Company or permit the modification of any rights relating to membership interests in the Company, or any direct or indirect Company subsidiary, to directly or indirectly acquire any assets other than Permitted Assets; (vii) File on behalf of the Company or consent to the filing on behalf of any direct or indirect Company subsidiary any voluntary petition in Bankruptcy; (viii) Cause Perform any act that would subject any Member to liability for the Company to distribute any asset other than as provided in this Operating Agreement and in the course of the liquidation debts or obligations of the Company; (ix) Cause or permit the Company to incur, assume, guarantee, or otherwise become liable for any direct or indirect Company Subsidiary to merge or consolidate with any Person; ordebt in excess of $25,000.00; (x) Cause or permit the admission of any Member other than in accordance with Section 10.6 hereofthe provisions of this Agreement. (f) No person, firm, corporation or other entity dealing with the Manager shall be required to ascertain whether such manager is acting in accordance with the terms of this Agreement.