General Duties of the Manager Clause Samples
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General Duties of the Manager. Subject to the rights and powers vested in the Members by law and to such limitations and restrictions as are set forth herein and in the Articles of Organization and subject to the decisions, direction and control of the Advisory Committee, the Manager shall have the power for and on behalf of the Company to exercise all the following powers:
(i) make all decisions with respect to the day-to-day operation of the Company's business and Property;
(ii) deal with or through any Member or affiliate of a Member, and to employ or engage persons (including without limitation, Members and affiliates of Members) to assist in the business of the Company;
(iii) pay all expenses and costs incurred by the Company in the ordinary course of business;
(iv) maintain the books and records for the Company as herein provided;
(v) maintain in force at all times for the protection of the Members, the Managers or the Committee Members such insurance as the Manager believes warranted for the operations or activities being conducted;
(vi) maintain bank accounts as provided herein and execute checks, drafts, and orders for the payment of Company funds in accordance with any Company budget;
(vii) institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company and to engage counsel or others in connection therewith;
(viii) select and employ certified public accountants, legal counsel and other professionals and consultants for the Company and to pay such compensation as the Manager may determine in its sole discretion; and
(ix) take such other actions as shall be reasonably necessary or desirable in order to further the purposes of the Company to the extent such other actions are not prohibited by law or otherwise restricted herein. Unless authorized to do so by this Operating Agreement, by the Management Agreement, or by the Members, no Member, agent, or employee of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose.
General Duties of the Manager. 3.1 The Manager shall provide to and for the benefit of the Owner such management services as are usually and customarily performed by managers of similar hotels for owners thereof, all at the Owner's expense. For all purposes under this Agreement, the term "fiscal year" shall mean the Owner's fiscal year, as may be changed from time to time, and which currently ends June 30. Subject to the Owner's instructions from time to time to the Manager to the contrary, the Manager is hereby authorized to and shall:
3.1.1 Use all reasonable efforts to maximize patronage of the Hotel;
3.1.2 Use all reasonable efforts to collect all charges, rents and other amounts due from Hotel guests, patrons, tenants, subtenants, parties providing exclusive services and concessionaires; cause notices to be served upon such guests, patrons, tenants, subtenants, parties providing exclusive services and concessionaires to quit and surrender space occupied or used by them, where desirable or necessary; ask for, demand, collect and give receipts for all charges, rents and other amounts which may at any time be due for any guest, patron, tenant, subtenant, party providing exclusive services or concessionaire; and, subject to the limitations hereinafter set forth, sue ▇▇▇ and initiate summary proceedings in the name of the Hotel in connection therewith;
3.1.3 Employ, pay, supervise and discharge all employees of the Hotel (all of whom shall be employees of the Manager, except for the Hotel's Executive Committee, which may be employed by either the Manager or "R&A Hotels, Inc.");
3.1.4 Subject to and within the limits of the Budget (hereinafter defined), except as may be otherwise agreed to by the Owner, purchase or provide for, or both, in the fiscal year to which such Budget relates, the items provided or referred in such Budget;
3.1.5 Provide for the maintenance and repair of the Hotel in accordance with similar hotel standards;
3.1.6 Make available at its headquarters office personnel for the purpose of reviewing all plans and specifications for minor and routine alteration of the Hotel proposed by the Owner from time to time, advising with reference to the design or selection of replacement furnishings and equipment and the quantities required and, in general, for the purposes of eliminating operational problems or improving operations;
3.1.7 Cause all such other things to be done in or about the Hotel as shall be necessary to comply with all statutes, ordinances, laws, rules, regula...
General Duties of the Manager. (a) Administrative Services Provided by the Manager. The Manager will be responsible for the day-to-day operations of the Company and will perform such services and activities relating to the assets and operations of the Company as may be appropriate, including:
(i) representing the Company in connection with the origination or purchase of mortgage loans;
(ii) in accordance with the directions of the Board of Directors, investing or reinvesting any money of the Company;
(iii) furnishing reports and statistical and economic research to the Company regarding the Company's estate lending activities and the performance of its portfolio of mortgage loans;
(iv) administering the day-to-day operations of the Company and performing administrative functions necessary in the management of the Company, including the collection of revenues, the payment of the Company's expenses, debts and obligations and the maintenance of appropriate computer services to perform such administrative functions;
(v) counseling the Company in connection with policy decisions to be made by the Board of Directors;
(vi) assisting the Company in its use of leverage to finance mortgage loan acquisitions;
(vii) overseeing the servicing of the Company's mortgage loans;
(viii) establishing underwriting, appraisal and quality control procedures for the mortgage loans of the Company;
(ix) conducting a legal document review of each mortgage loan acquired to verify the accuracy and completeness of the information contained in the mortgage loans, security instruments and other pertinent documents in the mortgage file;
(x) providing the Company with data processing, legal and administrative services to the extent required to implement the business strategy of the Company;
General Duties of the Manager. Subject to the ultimate authority and control of the Mariner Licensees, the Manager shall manage and supervise the day-to-day operation of the Facilities with the objective of providing skilled nursing, intermediate care and residential services to patients and residents of the Facilities and to carry out general management functions with respect to the Facilities, including, but not limited to, the following: supervise the performance of all administrative functions as may be necessary in the management and operation of the Facilities; select, hire or contract for, train, supervise, monitor the performance of, and terminate or fire, all personnel involved in the administration and day-to-day operations of the Facilities, including, without limitation, professional personnel, custodial, cleaning, maintenance, and other operational personnel, and secretarial and bookkeeping personnel; maintain patients' medical records in accordance with all applicable state and Federal requirements; represent the Facilities in their dealings with regulatory authorities, patients, personnel, agents for collection, insurers and, at the request of the Proposed SNH Licensees, creditors; market the services of the Facilities; manage and supervise the admission and discharge of residents as required by state and Federal laws; and generally see to the operations and management of the Facilities, the marketing of their services, planning for future operations, and the establishment and implementation of policies for the Facilities.
General Duties of the Manager. Administrative Services to be Provided by Manager. Subject to the oversight of the Board of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary of the Company as follows:
General Duties of the Manager. 3.1 The Manager shall provide to and for the benefit of the Owner such management services as are usually and customarily performed by managers of similar hotels for owners thereof, all at the Owner's expense. For all purposes under this Agreement, the term "fiscal year" shall mean the Owner's fiscal year, as may be changed from time to time, and which currently ends June 30. Subject to the Owner's instructions from time to time to the Manager to the contrary, the Manager is hereby authorized to and shall:
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the following:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, on behalf of the Company and in the furtherance of the Company’s strategic objectives;
(c) investigate, evaluate, prosecute and negotiate any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its business;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports or any rules or regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents ...
General Duties of the Manager. Subject to the supervision of the Board ----------------------------- of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary of the Company as follows:
(a) serve as the Company's consultant with respect to formulation of investment criteria and interest rate risk management by the Board of Directors;
(b) advise the Company in connection with and assist in its long-term investment operations;
(c) provide personnel and technical assistance to support the securitization activities of the Company by reviewing documents and assisting in the determination and negotiation of the terms and features of securities issued in connection therewith; (d) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-recognized dealers who maintain markets in Mortgage Loans identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.
(e) provide the executive and administrative personnel, office space and services required, including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, in rendering services to the Company;
(f) monitor and provide a full time asset liability manager with the proper computer hardware and software to perform research and analysis to provide data about the Company's portfolio of Mortgage Assets and recommended hedging strategies to the Board of Directors;
(g) provide Management Information Systems voice and data phone line and equipment support;
(h) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders of the Company's securities, including hiring and retaining a public relations firm to market and promote the Company, and the reasonable costs associated therewith;
(i) assist in the administration of any stock option plan of the Company by providing personnel, administrative services, data processing and other systems and controls;
(j) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and
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General Duties of the Manager. Subject to the supervision of the Board of Directors and in accordance with the Governing Instruments, the Manager shall provide services to the Company and INMC, and to the extent directed by the Board of Directors, shall provide similar services to any other Subsidiary of the Company, as follows:
(a) conduct the day-to-day mortgage loan conduit, warehouse lending and construction lending and other operations of the Company and INMC as approved by the Board of Directors, including without limitation, the purchase, accumulation, financing and securitization of mortgage loans, the establishment and financing of warehouse lending and construction lending facilities, the management of assets and investments and the administration thereof; and
(b) provide such reports and analysis to the Board of Directors regarding the operating strategies and results of the Company and its Subsidiaries as the Board may reasonably request. The Manager shall perform its duties and shall take actions on behalf of the Company and its Subsidiaries consistent with (i) the operating policies and criteria established from time to time by the Board of Directors or any authorized officer with respect thereto, and (ii) the obligations of the Company and its Subsidiaries under the various agreements to which each is a party. So long as the Manager is serving as the Manager under this Agreement, it shall be and remain a Subsidiary of and wholly owned, directly or indirectly, by CCI.
General Duties of the Manager