Fiduciary Duties of Manager Clause Samples

The Fiduciary Duties of Manager clause defines the legal and ethical responsibilities that a manager owes to the company and its stakeholders, such as acting in good faith, with loyalty, and in the best interests of the company. In practice, this means the manager must avoid conflicts of interest, disclose relevant information, and refrain from self-dealing or using company opportunities for personal gain. This clause ensures that managers are held to high standards of conduct, protecting the company and its owners from potential abuse or mismanagement.
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Fiduciary Duties of Manager. The fiduciary duties the Manager owes to the Company and the other Members include only the duty of care, the duty of disclosure and the duty of loyalty, as set forth below. A Member has a right to expect that the Manager will do the following: · Use its best efforts when acting on the Company’s behalf, · Not act in any manner adverse or contrary to the Company or a Member’s interests, · Not act on its own behalf in relation to its own interests unless doing so is in the best interests of the Company and is fair and reasonable under the circumstances, and · Exercise all of the skill, care, and due diligence at its disposal. In addition, the Manager is required to make truthful and complete disclosures so that the Members can make informed decisions. The Manager is forbidden to obtain an advantage at the expense of any of the Members, without prior disclosure to the Company and the Members.
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Fiduciary Duties of Manager. The fiduciary duties a Manager owes to the LLC and to its Members are those of a partner to a partnership and to the partners of the partnership.
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Fiduciary Duties of Manager. The Member as member and as Manager shall have no fiduciary duties toward the Company, including any duty of care or loyalty.
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Fiduciary Duties of Manager. The fiduciary duties the Manager owes to the Company and the other Members include only the duty of care, the duty of disclosure and the duty of loyalty, as set forth below. A Member has a right to expect that the Manager will do the following: · Use its best efforts when acting on the Company’s behalf, · Not act in any manner adverse or contrary to the Company or a Member’s interests, · Not act on its own behalf in relation to its own interests unless doing so is in the best interests of the Company and is fair and reasonable under the circumstances, and · Exercise all of the skill, care, and due diligence at its disposal. In addition, the Manager is required to make truthful and complete disclosures so that the Members can make informed decisions. The Manager is forbidden to obtain an advantage at the expense of any of the Members, without prior disclosure to the Company and the Members. 6.9.1 Duty of Care and the ‘Business Judgment Rule Just as officers and directors of corporations owe a duty to their shareholders, the Manager is required to perform its duties with the care, skill, diligence, and prudence of like Persons in like positions. The Manager will be required to make decisions employing the diligence, care, and skill an ordinary prudent Person would exercise in the management of their own affairs. The ‘business judgment rule’ should be the standard applied when determining what constitutes care, skill, diligence, and prudence of like Persons in like positions.
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Fiduciary Duties of Manager. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, each Manager shall be deemed an agent of the Member that designated such Manager and shall have no duty (fiduciary or otherwise) to the Company or to any other Member. Each Member, by execution of this Agreement, agrees to, consents to, and acknowledges the delegation of powers and authority to the Managers, and to actions and decisions of the Managers within the scope of the Managers' authority as provided herein.
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Fiduciary Duties of Manager. The Member as member and as Manager shall have no fiduciary duty toward the LLC, including any duty of care of loyalty.
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Fiduciary Duties of Manager. The Manager shall perform his duties in good faith and with that degree of care that an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, the Manager shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by (i) one or more agents or employees of the Company, or (ii) counsel, public accountants or other persons as to matters that the Manager believes to be within such Person’s professional or expert competence. A Manager who so performs the duties of a manager in accordance with this Section 4.12 shall have no liability by reason of being or having been a Manager of the Company.
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Fiduciary Duties of Manager. Except as otherwise modified by ---------------------------- this Agreement, The Manager shall have the fiduciary duties of loyalty and care similar to those of a director of a business corporation organized under the General Corporation Law of the State of Delaware.
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Related to Fiduciary Duties of Manager

  • Duties of Manager The Manager, at its own expense, shall furnish the following services and facilities to the Trust:

  • Fiduciary Duties Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

  • Duties and Responsibilities of Manager During the Term, subject to the provisions of Section 3.1 herein, Manager shall provide, in exchange for the Management Fee, all such services as are necessary and appropriate for the day-to-day administration and management of Practice in a manner consistent with good business practice, including without limitation those services set forth in this Article 2.

  • Waiver of Fiduciary Duties To the maximum extent permitted by law, each Member absolutely and irrevocably waives any and all claims, actions, causes of action, loss, damage and expense including any and all attorneys’ fees and other costs of enforcement arising out of or in connection with any breach or alleged breach of any fiduciary duty by any other Member or the Manager or any of their Affiliates in the nature of actions taken or omitted by any such other Persons, which actions or omissions would otherwise constitute the breach of any fiduciary duty owed to the Members (or any of them). It is the express intent of the Members that each Member and the Manager and each and all of their Affiliates shall be and hereby are relieved of any and all fiduciary duties which might otherwise arise out of or in connection with this Agreement to the Members or any of them.

  • No Fiduciary Duties The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement.