Covenants of Manager Clause Samples

Covenants of Manager. (a) Manager shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person, acting in a like capacity and familiar with such matters should use in the conduct of an enterprise of a like character and with like aims. Further, Manager shall use the same skill and care in the management of the Account and other duties hereunder as it uses in the administration of other similar accounts for which it has investment responsibility. (b) Manager shall use its commercially reasonable efforts to achieve the Investment Objectives. Notwithstanding the foregoing, Client understands that Manager makes no representation regarding its ability to achieve any Investment Objective and Manager shall have no liability hereunder for such failure provided it has otherwise complied with the terms of this Agreement. (c) Manager shall notify Client in writing within seven (7) business days of: (i) Manager’s failure or inability to comply with any material term or provision of this Agreement; (ii) any change in Manager’s senior officers who exercise investment discretion in respect of the Account; (iii) any change in Manager’s condition, financial or otherwise, or in its business or any other change which is reasonably likely to be materially adverse to Manager, the Account or the Account Assets; (iv) the occurrence of any happening or event which is reasonably likely to cause or has caused any breach of any representation or warranty made by Manager below and the nature and scope of the breach; (v) any threatened or actual material adverse change in the Account or nature of the Account Assets of which it is aware; (vi) if it is unable to comply with the Investment Guidelines including any change resulting from an amendment to such Investment Guidelines or any instruction or direction given by Client pursuant to this Agreement; or (vii) if an instruction, direction or guideline given by Client is: (A) in Manager’s opinion, inconsistent with the Investment Guidelines; or (B) in Manager’s opinion, ambiguous or unclear in any respect, and the instruction, direction or guideline must be clarified by Client. (d) In the performance of its duties and obligations under this Agreement, Manager shall act in conformity with the Investment Guidelines or other written instructions of the Board, the Investment Committee or Representatives of Client, in each case as supplied to Manager by Client, and all Applicable Law. At Clie...

Covenants of Manager. Manager agrees that:

Covenants of Manager. Except for the transactions described in this Agreement (including, without limitation, those described in Section 3(d)), Manager covenants and agrees with Company as follows: (i) Manager will not commingle its assets with those of Company or its Subsidiaries, except to the extent production funds are received by Manager prior to remitting proceeds to royalty owners, working interest owners, and Company or as otherwise contemplated by this Agreement. (ii) Manager will not hold title to any assets owned by Company or its Subsidiaries and will cause each of Company and its Subsidiaries to hold its assets in its own name. (iii) Manager will maintain separate accounts, financial statements, books and records from those of Company or its Subsidiaries. (iv) Manager shall use commercially reasonable efforts to make Persons available to serve as Officers of General Partner if approved by the Board. (v) Manager will notify Company of any Change of Control of Manager within 10 Business Days of such Change of Control. (vi) Manager will comply with applicable Legal Requirements in all material respects in its performance of the Services.

Covenants of Manager. Manager covenants and agrees with the Company that, in performing Consulting Services under this Agreement, Manager will: (a) Comply with all federal and state securities and corporate laws; (b) Not make any representations other than those authorized by the Company; and (c) Not publish, circulate or otherwise use any solicitation materials, investor mailings, or updates other than materials provided by or otherwise approved by the Company.

Covenants of Manager. The Manager covenants and agrees as follows:

Covenants of Manager. The Manager agrees that: (a) Toyo Construction Company will own 50% of the voting shares of Manager and SeaWest Industries, Inc. will own directly or indirectly, 50% of the voting shares of Manager; (b) Manager shall cause its shareholders to make initial capital contributions of $250,000 and shall not make any Restricted Payments at any time that Manager's Tangible Net Worth is less than (or as a result of such dividend or distribution would be less than) $250,000. "Restricted Payments" shall mean: (a) any dividend or other distribution on account of any ownership interest in Manager, and any redemption, purchase or other acquisition for value of any ownership interest in Manager, or any warrants, options or other rights to acquire any such interests; (b) any payment or distribution of cash or other property by Manager to or in respect of any loan or other obligation owed by Manager to any affiliate of Manager except for repayments of principal and interest on borrowings from such affiliate (each, an "Affiliate Advance") to fund advances made pursuant to Section 5.1.5 hereof; or (c) forgiveness of any obligations owed to Manager by an affiliate of Manager. "Tangible Net Worth" shall mean the stockholders' equity of Manager minus the following (to the extent reflected in determining such stockholders' equity): (a) all write-ups. in the book value of any asset owned by such Person and (b) all unamortized debt discount and expense, unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, organization or developmental expenses and other intangible items; provided, that any Affiliate Advance and the obligation to reimburse advances pursuant to Section 5.1.5 shall be disregarded in the calculation of Tangible Net Worth.

Covenants of Manager. Until such time as all of the Senior Obligations shall have been fully paid, discharged and satisfied: (a) Manager will (i) promptly perform and observe in all respects all of the covenants and agreements to be performed and observed by it under the Management Agreement in accordance with the terms thereof, and (ii) promptly notify Lender of any material default under the Management Agreement of which it becomes aware; (b) Manager will not (i) reduce or permit the reduction of the term of the Management Agreement, (ii) increase or permit the increase of the amount of any fees payable under the Management Agreement, or (iii) otherwise modify any portion of the Management Agreement, orally or by a writing, in such a manner as to materially reduce or limit Manager's obligations thereunder; and (c) Manager shall, within twenty (20) days after demand by Lender, deliver to Lender a written statement certifying any condition or state of facts in connection with the Management Agreement which is reasonably requested by Lender.

Covenants of Manager. Manager will do the following at its own cost and expense: (a) Provide out-patient program consultation, orientation, direction and training for the program. (b) Rent facility program space for the duration of this Agreement. (c) Provide the following staffing: (I) A full-time Partial Hospitalization Program Director, (ii) Social services, (iii) Psychological Services; (iv) Therapy/Activities and other services as appropriate. (v) A Medical Director (who shall be a physician duly licensed in the State of California (vi) registered nurse services (vii) professional counseling staff and (viii) qualified unit secretary as needed to provide for the professional counseling of Out-Patient Program patients and other personnel as required to adequately supervise and operate the Out-Patient Program. All such personnel shall be subject to TR-CMHC approval but TR-CMHC shall be deemed to have accepted such personnel unless it informs Manager otherwise in writing within five (5) business days of receipt of all such required information. Such personnel shall not be deemed employees or contracted personnel or borrowed servants of TR-CMHC. Manager shall have full responsibility for their wages, compensation and employee benefits and acts or Omissions. (d) Indemnify, save harmless, and defend TR-CMHC from all claims and liability and expenses (including reasonable attorney's fees) (1) arising solely from the negligence of or breach of this Agreement by Manager or its employees or contracted personnel or (2) arising out of TR-CMHC negligence if the sole basis for any such negligence consists of entering into this Agreement with Manger, failing to properly supervise, monitor or oversee Manager or its employees or agents, or failing to properly supervise, monitor or oversee Manager or its employees or agents, or failing to properly review or act upon its review of the qualifications of Manager or its employees or contracted personnel.

Covenants of Manager. 7.1 On or prior to each Determination Date, Manager shall deliver to the Borrower, the Agent and each Lender, in the format which Manager uses for its Fleet, a report as to the Managed Containers reporting: (a) utilization rates; (b) average lease rates; (c) receivables aging; and (d) the collections (such report, a "Monthly Lease Report"). 7.2 On or prior to each Determination Date, Manager will deliver a Manager Report to each of the Borrower, the Agent and each Lender. 7.3 On or prior to (i) each Determination Date and (ii) any date on which an Advance is made to Borrower under the Loan Agreement, Manager will deliver to Borrower, the Agent and each Lender an Asset Base Certificate, calculated using the data available to Manager (x) with respect to the Asset Base Certificate delivered on each Determination Date, as of the end of the immediately preceding Collection Period, and (y) with respect to the Asset Base Certificate delivered on each advance date, as of the date of such Asset Base Certificate and after giving effect to such advance. 7.4 Manager shall provide to each of the Borrower, the Agent and each Lender an annual confirmation of the renewal of insurance required by Section 9.2 hereof within forty-five (45) days of each such renewal. 7.5 Manager shall provide, in the form which Manager uses for its own operations, any other reports and information available with respect to the Managed Containers reasonably requested by the Borrower, the Agent or any Lender. 7.6 Manager shall maintain, at the office of its Affiliate, Cronos Containers Limited, located at ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, Marlow, Buckinghamshire SL7 3AB, England, such books and records (including computer records) with respect to the Managed Containers as it maintains for the Fleet and the leasing thereof, including a computer database including the Managed Containers (containing sufficient information to generate the List of Containers and the reports required to be delivered pursuant to this Agreement), any Leases relating thereto, the Lessees (if on-hire) or location (if off-hire), and their Net Book Value. Manager shall notify the Borrower, the Agent and each Lender of any change in the location of Manager's books and records. 7.7 Upon reasonable request, Manager shall make available (and cause any of its Affiliates engaged in the management of the Managed Containers to be made available) to Borrower, the Agent and each Lender, for inspection and copying, its books, records and r...