Rights and Duties of Members Sample Clauses

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. 20 9.1 Limitations on Assignments of Interests by Members 36 9.2 Assignment Binding on Company 37 9.3 Substituted Members 37 9.4 Acceptance of Prior Acts 38 9.5 Permitted Transfers 38 ARTICLE 10 DISSOLUTION OF THE COMPANY; WINDING UP AND DISTRIBUTION OF ASSETS 39 10.1 Dissolution 39 10.2 Winding Up 40 10.3 Distribution of Assets 40 ARTICLE 11 AMENDMENTS 41 11.1 Amendments 41 11.2 Additional Members 41 11.3 Documentation 41 ARTICLE 12 BUY-SELL; RIGHT OF FIRST OFFER 41 12.1 Buy Sell 41 12.2 Right of First Offer 42 12.3 Closing. 43 12.4 Release from Guaranties 45 12.5 Enforcement 45 12.6 Refinancing 45 ARTICLE 13 MISCELLANEOUS 45 13.1 Further Assurances 45 13.2 Notices 46 13.3 Headings and Captions 47 13.4 Variance of Pronouns 47 13.5 Counterparts 47 13.6 Governing Law; Litigation, Jurisdiction and Waiver of Jury Trial 48 13.7 Arbitration 48 13.8 Partition 50 13.9 Invalidity 50 13.10 Successors and Assigns 50 13.11 Entire Agreement 50 13.12 Waivers 51 13.13 No Brokers 51 13.14 Confidentiality 51 13.15 No Third Party Beneficiaries 51 13.16 Power of Attorney 51 13.17 Invalidity 52 13.18 Construction of Documents 52 Schedule 1.1 List of Facilities Schedule 3.5 Major Decisions Schedule 3.7 Future Development Opportunities; Definition of Operating Margin Schedule 6.1 Initial Capital Contributions; Percentage Interests of the Members Exhibit A Annual Budget Exhibit B Indemnification and Contribution Agreement THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CHT GCI PARTNERS I, LLC, a Delaware limited liability company (the “Company”) is entered into effective as of August 31, 2012 (the “Effective Date”), by and among CHT WINDSOR MANOR AL HOLDING, LLC, a Delaware limited liability company (“CHT”), and GCI DEVELOPMENT, LLC, an Iowa limited liability company (“GCI”).

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. The Company is a “manager-managed” limited liability company under the LLCA which shall be managed by the Board of Managers. 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. 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. OFFICERS 20 ARTICLE VII INDEMNIFICATION 24