Duty of Manager Sample Clauses

POPULAR SAMPLE Copied 3 times
Duty of Manager. The Manager shall render the services called for hereunder in the utmost good faith and the Manager acknowledges that it is acting in a fiduciary capacity with respect to the Owner and owes the Owner the highest duty of care.
View SourceView Similar (22)
Duty of Manager. A Manager of the Company shall perform his or her duties as a Manager, including his or her duties as a member of any Committee upon which he or she may serve, in good faith and that are necessary and convenient to carry out the business and affairs of the Company, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a 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 persons and groups listed in paragraphs (A), (B) and (C) of this Section. But he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties shall not have any liability by reason of being or having been a Manager of the Company. Those persons and groups whose information, opinions, reports and statements a Manager is entitled to rely upon are: A. One or more employees or other agents of the Company whom the Manager reasonably believes to be reliable and competent in the matters presented; B. Counsel, public accountants, or other persons as to matters which the Manager reasonably believes to be within such persons’ professional or expert competence; and C. A Committee appointed by the Managers upon which he or she does not serve, duly designated in accordance with the provision of this Agreement, as to matters within its designated authority, which Committee the Manager reasonably believes to merit confidence.
View SourceView Similar (2)
Duty of Manager. Subject to, and upon the consummation of, the Restructuring Transactions, the Insured Entities hereby appoint Manager as their agent and representative to procure and continue in force on behalf of the Insured Entities such policies of insurance on the Projects as Manager shall determine to be necessary or appropriate from time to time; provided, however, that such policies of insurance shall at all times materially comply with any requirements by lenders or lessors of the Insured Entities as set forth in any deeds of trust, mortgages and other secured loan documents or instruments, security agreements, ground or other leases and other loan, lease or guaranty agreements, documents or instruments as the Insured Entities may enter into with respect to the Projects from time to time, and which will be provided by the Insured Entities to Manager in accordance with Section 1.3 hereof. The Insured Entities agree that such policies of insurance may include, without limitation, general liability, automobile liability, umbrella liability, property and environmental liability policies.
View SourceView Similar (2)
Duty of Manager. Subject to and upon the consummation of the Formation Transactions, each of the Partnerships hereby appoints the Services Company as its and their agent and representative, and shall cause the Services Company to procure and continue in force on behalf of the Partnerships such policies of insurance on the Projects as the Services Company shall determine to be necessary or appropriate from time to time; provided, however, that such policies of insurance shall at all times comply with all requirements (i) set forth under any management agreement between a Partnership and the Services Company or, as applicable, another management company or other third party manager (each, a "MANAGEMENT AGREEMENT") and (ii) by any lender or lessor of a Partnership as set forth in any deeds of trust, mortgages and other secured loan documents, security agreements, ground or other leases and other loan, lease or guaranty agreements as the Partnerships may enter into with respect to the Projects from time to time. The Partnerships agree that such policies of insurance may include, without limitation, property, casualty, terrorism, fire, extended coverage, earthquake and flood, boiler and machinery, rent loss and liability insurance policies. In its capacity as agent and representative of the Partnerships pursuant to this Section 1.1, the Services Company shall be referred to herein as "MANAGER" and, subject to and upon the consummation of the Formation Transactions, Development shall no longer be a party to this Agreement or the Manager hereunder.
View Source

Related to Duty of Manager

  • Liability of Manager The Manager will not be liable to you for any act or omission, except for obligations expressly assumed by the Manager in the applicable AAU.

  • Duties of Manager (a) Citi Management shall act as the Manager for the Trust and as such shall furnish continuously an investment program and shall determine from time to time what securities shall be purchased, sold or exchanged and what portion of the assets of the Trust shall be held uninvested, subject always to the restrictions of the Trust's Amended and Restated Declaration of Trust, dated as of September 28, 2001, and By-Laws, as each may be amended and restated from time to time (respectively, the "Declaration" and the "By-Laws"), the provisions of the 1940 Act, and the then-current Registration Statement of the Trust. The Manager shall also make recommendations as to the manner in which voting rights, rights to consent to corporate action and any other rights pertaining to the Trust's portfolio securities shall be exercised. Should the Board of Trustees of the Trust at any time, however, make any definite determination as to investment policy applicable to the Trust and notify the Manager thereof in writing, the Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Manager shall take, on behalf of the Trust, all actions which it deems necessary to implement the investment policies determined as provided above, and in particular to place all orders for the purchase or sale of securities for the Trust's account with the brokers or dealers selected by it, and to that end the Manager is authorized as the agent of the Trust to give instructions to the custodian or any subcustodian of the Trust as to deliveries of securities and payments of cash for the account of the Trust. In connection with the selection of such brokers or dealers and the placing of such orders, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Trust and/or the other accounts over which the Manager or its affiliates exercise investment discretion. The Manager is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Trust which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Manager determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Manager and its affiliates have with respect to accounts over which they exercise investment discretion. In making purchases or sales of securities or other property for the account of the Trust, the Manager may deal with itself or with the Trustees of the Trust or the Trust's underwriter or distributor or with its or their respective affiliates, or affiliates of affiliates, to the extent such actions are permitted by the 1940 Act. In providing the services and assuming the obligations set forth herein, the Manager may employ, at its own expense, or may request that the Trust employ at the Trust's expense, one or more subadvisers; provided that in each case the Manager shall supervise the activities of each subadviser. Any agreement between the Manager and a subadviser shall be subject to the renewal, termination and amendment provisions applicable to this Agreement. Any agreement between the Trust and a subadviser may be terminated by the Manager at any time on not more than 60 days' nor less than 30 days' written notice to the Trust and the subadviser. To the extent authorized by the Board of Trustees and subject to applicable provisions of the 1940 Act, the investment program to be provided hereunder may entail the investment of all or a portion of the assets of the Trust in one or more investment companies. (b) Subject to the direction and control of the Board of Trustees of the Trust, Citi Management shall perform such administrative and management services as may from time to time be reasonably requested by the Trust, which shall include without limitation: (i) providing office space, equipment and clerical personnel necessary for maintaining the organization of the Trust and for performing the administrative and management functions herein set forth; (ii) supervising the overall administration of the Trust, including negotiation of contracts and fees with and the monitoring of performance and billings of the Trust's transfer agent, investor servicing agents, cus▇▇▇▇▇▇ ▇nd other independent contractors or agents; and (iii) arranging for maintenance of books and records of the Trust. Notwithstanding the foregoing, Citi Management shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the distribution of shares of beneficial interest in the Trust, nor shall the Manager be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, fund accounting agent, custodian or investor servicing agent of the Trust. In providing administrative and management services as set forth herein, the Manager may, at its own expense, employ one or more subadministrators; provided that the Manager shall remain fully responsible for the performance of all administrative and management duties set forth herein and shall supervise the activities of each subadministrator.

  • Removal of Manager Upon an Event of Default (and so long as the Private Owner is then the Manager), the Initial Member may remove the Private Owner as the Manager and appoint a successor Manager in the sole discretion of the Initial Member in accordance with Section 12.4, whereupon such successor Manager shall immediately succeed to all, or such portion as the Initial Member and successor Manager agree, of the rights, powers, duties and obligations of the “Manager” hereunder, and the predecessor Manager shall promptly take such actions as may be reasonably requested by the Initial Member to facilitate the transition to such successor Manager.