Common use of Covenants of the Manager Clause in Contracts

Covenants of the Manager. The Manager hereby agrees and covenants with the Company that, during the Term, the Manager shall: (a) obtain and maintain for its benefit professional indemnity insurance and other insurance as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; (b) exercise all due care, skill and diligence in carrying out its duties under this Agreement as required by Applicable Laws; (c) provide the President, the Chief Financial Officer, and the Board of Directors with all information in relation to the performance of the Manager’s obligations under this Agreement as the President, the Chief Financial Officer, or the Board of Directors may reasonably request; (d) use its reasonable best efforts to have all material property of the Company clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (e) use its reasonable best efforts to have all property of the Company (other than money to be deposited to any bank account of the Company) transferred to or otherwise held in the name of the Company or any nominee or custodian appointed by the Company; (f) use its reasonable best efforts to cause (i) the Company to own or possess all Licenses that are necessary and used in the operation of its business as of the date hereof, (ii) all such Licenses to be in full force and effect at all times, and (iii) all required filings with respect to such Licenses to be timely made and all required applications for renewal thereof to be timely filed; (g) use its reasonable best efforts to retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Management Services; and (h) use its reasonable best efforts to keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Management Services in accordance with established general commercial practices and in accordance with GAAP, and allow the Company and its representatives to audit and examine such books, records and accounts at any time during customary business hours.

Covenants of the Manager. The Manager hereby agrees and covenants with the Company that, during the Term, the Manager shall: (a) obtain and maintain for its benefit professional indemnity insurance and other insurance as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; (b) exercise all due care, skill and diligence in carrying out its duties under this Agreement as required by Applicable Laws; (c) provide the President, the Chief Financial Officer, Executive Officer and the Board of Directors with all information in relation to the performance of the Manager’s obligations under this Agreement as the President, the Chief Financial Officer, Executive Officer or the Board of Directors may reasonably request; (d) use its reasonable best efforts to have ensure that all material property of the Company is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (e) use its reasonable best efforts to have ensure that all property of the Company (other than money to be deposited to any bank account of the Company) is transferred to or otherwise held in the name of the Company or any nominee or custodian appointed by the Company; (f) use its reasonable best efforts to cause ensure that (i) the Company to own owns or possess possesses all Licenses that are necessary and used in the operation of its business as of the date hereof, (ii) all such Licenses to be are in full force and effect at all times, and (iii) all required filings with respect to such Licenses to be have been timely made and all required applications for renewal thereof to have been timely filed and (iv) if at any time any Licenses are not in full force and effect, the Manager shall be timely filedresponsible for any and all claims or costs associated with such Licenses not being in full force and effect; (g) use its reasonable best efforts to retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Management Services; and (h) use its reasonable best efforts to keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Management Services in accordance with established general commercial practices and in accordance with GAAP, and allow the Company and its representatives to audit and examine such books, records and accounts at any time during customary business hours.

Covenants of the Manager. The Manager hereby agrees and covenants with the Company that, during the Term, the Manager shall: (a) obtain and maintain for its benefit professional indemnity insurance and other insurance as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; (b) exercise all due care, skill and diligence in carrying out its duties under this Agreement as required by Applicable Laws; (cb) provide the President, the Chief Financial Officer, the Executive Committee and the Board of Directors with all information in relation to the performance of the Manager’s obligations under this Agreement as the President, the Chief Financial Officer, the Executive Committee or the Board of Directors may reasonably request; (dc) use its reasonable best efforts to have all material property of the Company clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (ed) use its reasonable best efforts to have all property of the Company (other than money to be deposited to any bank account of the Company) transferred to or otherwise held in the name of the Company or any nominee or custodian appointed by the Company; (fe) use its reasonable best efforts to cause (i) the Company to own or possess all Licenses licenses that are necessary and used in the operation of its business as of the date hereof, (ii) all such Licenses licenses to be in full force and effect at all times, and (iii) all required filings with respect to such Licenses licenses to be timely made and all required applications for renewal thereof to be timely filed; (gf) use its reasonable best efforts to retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Administrative Management Services; and (hg) use its reasonable best efforts to keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Administrative Management Services in accordance with established general commercial practices and in accordance with GAAP, and allow the Company and its representatives to audit and examine such books, records and accounts at any time during customary business hours.

Covenants of the Manager. The Manager hereby agrees and covenants with the Company that, during the Term, the Manager shall: (a) obtain and maintain for its benefit professional indemnity insurance and other insurance as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; (b) exercise all due care, skill and diligence in carrying out its duties under this Agreement as required by Applicable Laws; (cb) provide the President, the Chief Financial Officer, the Executive Committee and the Board of Directors with all information in relation to the performance of the Manager’s 's obligations under this Agreement as the President, the Chief Financial Officer, the Executive Committee or the Board of Directors may reasonably request; (dc) use its reasonable best efforts to have all material property of the Company clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (ed) use its reasonable best efforts to have all property of the Company (other than money to be deposited to any bank account of the Company) transferred to or otherwise held in the name of the Company or any nominee or custodian appointed by the Company; (fe) use its reasonable best efforts to cause (i) the Company to own or possess all Licenses licenses that are necessary and used in the operation of its business as of the date hereof, (ii) all such Licenses licenses to be in full force and effect at all times, and (iii) all required filings with respect to such Licenses licenses to be timely made and all required applications for renewal thereof to be timely filed; (gf) use its reasonable best efforts to retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Administrative Management Services; and (hg) use its reasonable best efforts to keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Administrative Management Services in accordance with established general commercial practices and in accordance with GAAP, and allow the Company and its representatives to audit and examine such books, records and accounts at any time during customary business hours.

Covenants of the Manager. The Manager hereby agrees and covenants with the Company that, during the Term, the Manager shall: (a) obtain and maintain for its benefit professional indemnity insurance and other insurance as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; (b) exercise all due care, skill and diligence in carrying out its duties under this Agreement as required by Applicable Laws; (cb) provide the President, the Chief Financial Officer, and the Board of Directors with all information in relation to the performance of the Manager’s 's obligations under this Agreement as the President, the Chief Financial Officer, or the Board of Directors may reasonably request; (dc) use its reasonable best efforts to have all material property of the Company clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (ed) use its reasonable best efforts to have all property of the Company (other than money to be deposited to any bank account of the Company) transferred to or otherwise held in the name of the Company or any nominee or custodian appointed by the Company; (fe) use its reasonable best efforts to cause (i) the Company to own or possess all Licenses licenses that are necessary and used in the operation of its business as of the date hereof, (ii) all such Licenses licenses to be in full force and effect at all times, and (iii) all required filings with respect to such Licenses licenses to be timely made and all required applications for renewal thereof to be timely filed; (gf) use its reasonable best efforts to retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Administrative Management Services; and (hg) use its reasonable best efforts to keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Administrative Management Services in accordance with established general commercial practices and in accordance with GAAP, and allow the Company and its representatives to audit and examine such books, records and accounts at any time during customary business hours.

Covenants of the Manager. The Manager hereby agrees and covenants with the Company that, during the Term, the Manager shall: (a) obtain and maintain for its benefit professional indemnity insurance and other insurance as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; (b) exercise all due care, skill and diligence in carrying out its duties under this Agreement as required by Applicable Laws; (c) provide the President, the Chief Financial Officer, and the Board of Directors with all information in relation to the performance of the Manager’s obligations under this Agreement as the President, the Chief Financial Officer, or the Board of Directors may reasonably request; (d) use its reasonable best efforts to have all material property of the Company clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; (e) use its reasonable best efforts to have all property of the Company (other than money to be deposited to any bank account of the Company) transferred to or otherwise held in the name of the Company or any nominee or custodian appointed by the Company; (f) use its reasonable best efforts to cause (i) the Company to own or possess all Licenses licenses that are necessary and used in the operation of its business as of the date hereof, (ii) all such Licenses licenses to be in full force and effect at all times, and (iii) all required filings with respect to such Licenses licenses to be timely made and all required applications for renewal thereof to be timely filed; (g) use its reasonable best efforts to retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Administrative Management Services; and (h) use its reasonable best efforts to keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Administrative Management Services in accordance with established general commercial practices and in accordance with GAAP, and allow the Company and its representatives to audit and examine such books, records and accounts at any time during customary business hours.

Covenants of the Manager. The Manager hereby agrees and covenants with the Company that, during the Term, the Manager shall: : (a) obtain and maintain for its benefit professional indemnity insurance and other insurance as is reasonable having regard to the nature and extent of the Manager’s obligations under this Agreement; ; (b) exercise all due care, skill and diligence in carrying out its duties under this Agreement as required by Applicable Laws; ; (c) provide the President, the Chief Financial Officer, Executive Officer and the Board of Directors with all information in relation to the performance of the Manager’s obligations under this Agreement as the President, the Chief Financial Officer, Executive Officer or the Board of Directors may reasonably request; ; (d) use its reasonable best efforts to have ensure that all material property of the Company is clearly identified as such, held separately from property of the Manager and, where applicable, in safe custody; ; (e) use its reasonable best efforts to have ensure that all property of the Company (other than money to be deposited to any bank account of the Company) is transferred to or otherwise held in the name of the Company or any nominee or custodian appointed by the Company; ; (f) use its reasonable best efforts to cause ensure that (i) the Company to own owns or possess possesses all Licenses that are necessary and used in the operation of its business as of the date hereof, (ii) all such Licenses to be are in full force and effect at all times, and (iii) all required filings with respect to such Licenses to be have been timely made and all required applications for renewal thereof to have been timely filed and (iv) if at any time any Licenses are not in full force and effect, the Manager shall be timely filed; responsible for any and all claims or costs associated with such Licenses not being in full force and effect; (g) use its reasonable best efforts to retain at all times a qualified staff so as to maintain a level of expertise sufficient to provide the Management Services; and and (h) use its reasonable best efforts to keep full and proper books, records and accounts showing clearly all transactions relating to its provision of Management Services in accordance with established general commercial practices and in accordance with GAAP, and allow the Company and its representatives to audit and examine such books, records and accounts at any time during customary business hours.