Covenants by Manager Clause Samples

The "Covenants by Manager" clause sets out the specific promises and ongoing obligations that the manager agrees to uphold throughout the term of an agreement. These covenants typically include duties such as maintaining proper records, complying with applicable laws, acting in the best interests of the company or clients, and refraining from conflicts of interest. For example, the manager may be required to provide regular reports, safeguard confidential information, or avoid engaging in competing businesses. The core function of this clause is to clearly define the manager’s responsibilities and standards of conduct, thereby protecting the interests of the other party and ensuring accountability.
Covenants by Manager. The Manager covenants: (a) to use all reasonable endeavours to ensure that the Company is operated, carried on and conducted in a proper and efficient manner; (b) to manage the Property in accordance with best industry standards; (c) to insure the Property in the name of the Company in accordance with the obligations on the part of the Company contained in the Leases and on usual terms appropriate for the Property (including insurance policies for material damage, loss of rents, business interruption and public liability) to the extent that the Tenants have not effected such insurance in accordance with the terms of the Leases; (d) to collect rent and outgoings (including property management expenses where Tenants are obliged to pay the same) from the Tenants in the name of the Company; (e) to pay all rent and outgoings (including property management expenses) received by the Company into the Company Account; (f) to distribute Dividends or cash distributions approved by the Board to Shareholders in accordance with clause 4; (g) to keep accounting records and provide Financial Statements to Shareholders in accordance with clause 5; (h) to pay the costs of auditing the Financial Statements each year; (i) to procure compliance with all applicable legislation and regulations in respect of the Property and the Company; (j) without limiting clauses 5.3 and 6.2, to provide to each Shareholder such information as the Shareholder may reasonably require with respect to the Company and the Property; (k) to keep and maintain up-to-date Register of Shareholders containing the information required under the Act and any other particulars that the Manager may consider desirable to include; (l) to administer and be responsible for the day-to-day management of the Company; (m) to register the Company for GST, collect GST from the Tenants, file GST returns with the Inland Revenue Department and pay GST to the Inland Revenue Department on behalf of the Company; (n) if applicable under relevant legislation, to elect for the Company to be a PIE for the purposes of the Tax Act and administer the Company as a PIE in accordance with all relevant laws and the powers given to the Board in the Constitution; and (o) to make all payments of principal, interest and other fees, expenses and charges required under the loan or security documents contemplated by this Agreement, and to otherwise procure compliance by the Company with all of its obligations in this Agreement.
View SourceView Similar (3)
Covenants by Manager. The Manager makes the additional covenants set forth in this Section, which are material covenants and upon which Operator relies as inducement to enter into this Agreement. (a) The Manager will cooperate with Operator in every reasonable respect and will furnish Operator with all information required by it which relates to the Facility, including information to enable the Operator to review, prepare and pay its taxes (if applicable), its financial statements and those of its parent company and any reports required of the Operator or those of its parent company, whether to any regulatory agency or to any lender. (b) Manager shall comply with all federal, state and local laws, rules, regulations and requirements which are applicable to Manager or the operation or administration of the Facility; provided that Manager, at its sole expense and without cost to Operator, shall have the right to contest by proper legal proceedings the validity, so far as applicable to it, of any such law, rule, regulation or requirement, provided that such contest shall not result in a suspension of operations of the Facility and that the Manager shall adequately secure and protect the Operator from loss, cost, damage or expense by bond or other means satisfactory to the Operator.
View Source
Covenants by Manager. In addition to the other covenants of the Manager as set out in this Deed, the Manager hereby covenants as follows: 20.1.1 that it will use its best endeavours to carry on and conduct its business in a proper and efficient manner and will ensure that the Trust is carried on and conducted in a proper and efficient manner; 20.1.2 that it will pay to the Trustee within five Business Days after its receipt by the Manager of any moneys which are payable hereunder by the Manager to the Trustee. No interest is payable on such moneys and the Manager shall not be obliged hereunder to place any such moneys in interest-bearing accounts, but in the event that such moneys are so placed in interest-bearing accounts, the Trust shall have the benefit of any interest accruing to such moneys in the interim; 20.1.3 that it will issue, redeem or repurchase Units based on the Net Asset Value of the Deposited Property or otherwise in accordance with the provisions of this Deed, the Code or any applicable laws, rules and/or regulation; 20.1.4 that it will, to the same extent as if the Trustee were a director of the Manager, (i) make available to the Trustee or its representative, or any approved company auditor appointed by the Trustee, within a reasonable time the whole of the books of the Manager (whether kept at the registered office of the Manager or elsewhere) for inspection and (ii) give to the Trustee or its representative or any such auditor within a reasonable time such oral or written information as it or he requires with respect to all matters relating to the undertaking, scheme or enterprise of the Manager or any property (whether acquired before or after the date hereof) of the Manager or otherwise relating to the affairs thereof; 20.1.5 that it will make available or ensure that there is made available to the Trustee or representative within a reasonable time such oral or written information as the Trustee or representative requires with respect to all matters relating to the Trust; 20.1.6 that, after the Listing Date, it will send to Holders, within three months of the end of each Financial Year (or within such other period as may be prescribed by the relevant authorities), an annual report disclosing the matters set out in the Property Funds Guidelines and any other matters as may be prescribed by the relevant authorities; 20.1.7 that it will, and will use its best endeavours to ensure that its Related Parties will, conduct all transactions with or for the Trust ...
View Source
Covenants by Manager 
View SourceView Similar (9)
Covenants by Manager 
View SourceView Similar (9)

Related to Covenants by Manager

  • Covenants by Executive 5.1 As of the Effective Date, Executive is a party to the Proprietary Information and Additional Covenants Agreement between Executive and Forge (the “PICA”). Subject to § 5.9 below, Executive shall comply with all applicable terms and conditions of the PICA throughout the Term hereof, and hereby agrees to execute and comply with any amendments to or updated versions of the PICA that Forge may require of its officers and employees from time to time. Future amendments or updated versions will be automatically incorporated into this Employment Agreement upon execution thereof and will revise or replace the previous PICA, each such amended or new version of the PICA subject to § 5.9 below, and all references to “PICA” in this Employment Agreement will be interpreted as referring to the then-current version of the PICA executed by the Executive; provided, however, references to “PICA” in § 4.2(c)(4) shall refer to the PICA in effect on the date hereof or any subsequent form of the PICA which Executive explicitly agrees to incorporate into § 4.2(c)(4). Capitalized terms used in this § 5 but not defined in this Employment Agreement will have the meaning provided in the PICA. If there is a conflict between this § 5 and the PICA, this § 5 will control but only with respect to the conflicting provisions and to the extent necessary to resolve the conflict. 5.2 Executive will be subject to a “Restricted Period” beginning on the effective date of the termination or expiration of this Employment Agreement and continuing for 18 months thereafter (or, in the case of Section 5.5, for a period of 12 months thereafter). For purposes of §§ 5.3-5.5 below, Forge expressly includes its successors and assigns, direct and indirect subsidiaries, or any other entity or person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, Forge.

  • Covenants Etc Buyer shall have substantially performed and complied with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by it prior to, or at, the Closing Date.

  • Covenants of Party A Unless the provisions set forth below under “Private Placement Procedures” shall be applicable, Party A shall use any Shares delivered by Party B to Party A on any Settlement Date to return to securities lenders to close out open Share loans created by Party A or an affiliate of Party A in the course of Party A’s or such affiliate’s hedging activities related to Party A’s exposure under this Confirmation.

  • COVENANTS OF ICANN ICANN covenants and agrees with Registry Operator as follows:

  • Covenants of Party B Party B hereby covenants as follows: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B; 2.2.5 Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A; 2.2.6 To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims; 2.2.7 Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8 Party B hereby waives its right of first of refusal to transfer of equity interest by any other shareholder of Party C to Party A (if any), and gives consent to execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney and undertakes not to take any action in conflict with such documents executed by the other shareholders; 2.2.9 Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation, or any proceeds from transferring its entire or a part of equity interest in Party C, to Party A or any other person designated by Party A to the extent permitted under applicable PRC laws; and 2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Party B’s Equity Interest Pledge Agreement or under the Party B’s Power of Attorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A.