Manager Services Clause Samples
The "Manager Services" clause defines the specific duties and responsibilities that a manager is required to perform under an agreement. Typically, this clause outlines the scope of services such as overseeing operations, managing personnel, handling finances, or ensuring compliance with relevant laws and policies. By clearly delineating what is expected from the manager, this clause helps prevent misunderstandings and ensures both parties are aligned on the manager’s role, thereby promoting accountability and effective management.
Manager Services. 6.1. The Manager will manage the Investor’s Subscription (less the Investment Fee and Dealing Fee) and Portfolio and exercise all discretionary investment powers in relation to the selection of or exercising rights relating to Investments including, for the avoidance of doubt, any issue, sale, cancellation, transfer or acquisition of Shares for the Investor’s Portfolio and any conversion, subscription, voting or other rights relating to Investments (and the Investor hereby irrevocably authorises and empowers the Manager in this regard), in each case in accordance with the Investment Strategy in furtherance of the Investment Objectives and upon, and subject to, the terms of this Agreement.
6.2. The Investor acknowledges and agrees that the Custodian is not obliged to seek or accept any instruction or direction directly from the Investor in respect of the Custodian’s execution of instructions from the Manager relating to the exercise of the Investor’s rights relating to Investments and the Investor acknowledges and agrees that the Manager is authorised on behalf of the Investor to instruct or direct the Custodian to receive, distribute or transfer Investments including the Investor’s cash on the basis set out in Clause 7.3, and otherwise liaise with the Custodian on the basis set out in Clause 7.
6.3. The Manager will not, except as expressly provided in this Agreement or unless otherwise authorised by or on behalf of the Investor, have any authority to act on behalf of, or in respect of, the Investor or to act as the agent of the Investor.
6.4. The Tax Benefits are dependent on an Investor’s personal circumstances and Applicable Laws. The Manager does not provide legal, tax, financial or other advice and the Investor should seek independent advice to determine and understand the suitability of subscription to the Service, the Investment Strategy and any effect that this may have on the Investor’s position generally.
Manager Services. During the Term of this Agreement, Manager shall be responsible for the set up, maintenance, administration, operation and management of the Crowdfunding Platform and shall provide all services typically required by Crowdfunding Platform of a similar type and size, including, but not limited to the following, which shall collectively be referred to herein as the ‘‘Manager Services”, all with prior written approval from Company in each event:
(a) Manager shall take any action necessary in furtherance of, in compliance with, or otherwise in any way related to any change whatsoever in any applicable law, rule, statute, regulation, the entitlement and/or approval process, or other process or requirement relative to the procurement, entitlement, compliance, development, operation, or management of the Crowdfunding Platform that comes into being, occurs, accrues, becomes effective, or otherwise becomes applicable or required after the Effective Date.
(b) Manager, on behalf of Company and at Company’s sole cost and expense, shall be responsible for selecting and contracting with any employees, third party consultants, independent contractors, vendors or service providers, which it deems to be necessary for the administration, operation and management of the Crowdfunding Platform.
(c) Manager shall implement all actions necessary to ensure the quality, safety and security of the Crowdfunding Platform. Manager shall be responsible for the management of engaging, training, evaluating and terminating employees and independent contractors of the Crowdfunding Platform. Manager shall aide Company in sourcing with all independent contractors which Manager, in the exercise of its business judgment, deems necessary for the successful operation and management of the Crowdfunding Platform, upon such terms and conditions as Manager in the exercise of its business judgment, deems necessary and advisable.
(d) Manager shall be responsible for the daily administration, operation and management of all aspects of the Crowdfunding Platform.
Manager Services. Manager shall provide operating company oversight functions for Owner in connection with the Assets, which services (of any type, nature, character, or underlying purpose, the “Manager Services”) may include, but shall not be limited to, the following:
(a) Manager shall be responsible for the day-to-day communication and coordination with any personnel or other service providers hired by Owner or its subsidiaries with respect to the Assets. Manager shall provide the other management services as are set forth in this Agreement; however, notwithstanding anything in this Agreement to the contrary, Owner shall retain the sole right to approve or change the budget for the operation of the Assets, to approve any transactions with respect to the Assets, and to hire and fire the personnel and other service providers for the Assets.
(b) Manager shall assist and advise Owner with respect to the Long Term Plan (as hereafter defined). For purposes hereof, “Long Term Plan” means the Long Term Plan developed or adopted by Owner with respect to the Assets, as may be amended from time to time.
Manager Services. Manager's services to the Company hereunder shall include servicing the company in the financial department and executing the relative tasks provided by the Board of Directors in order to manage the business of the Company in accordance with applicable law and the then current Articles, and such other services mutually agreed by the Manager and the Company (the "Manager Services").
Manager Services. Program is offered and sponsored by the Manager. Manager, through a sub-agreement with Envestnet Asset Management, Inc. (“Envestnet”) will:
i) provide Advisor and Client, Program Investment research and the ongoing review, evaluation and continued recommendation of Program Investments.
ii) recommend asset allocation models and specific Program Investments to place within the recommended asset allocation models based on responses to the Questionnaire. The Advisor and the Client may adjust the aforementioned, within predetermined limits, and upon suitability determinations made by the Advisor and Client in their sole discretion.
iii) provide on a quarterly basis, a report outlining the Client’s Program Investment performance.
iv) calculate the quarterly advisory fee and instruct the custodian to withdraw the fee from the Client’s Program Account(s).
v) provide a web site and associated technology to assist the Advisor and Client with the selection of Program Investments and generation of the Investment Strategy Proposal and other associated documents.
vi) direct the investment, reinvestment and rebalancing of Program Investments in the Program Account, in accordance with the information and instructions provided by Advisor and Client.
vii) provide overlay account management to UMA Accounts to coordinate trading activity, rebalance and provide greater tax-efficiency. Client understands and agrees that Manager will rely upon the information contained in the Questionnaire and will not independently verify any information that Client provides in connection with the completion of the Questionnaire. Client hereby consents to Manager’s delegation of duties if applicable, to the Investment Managers, as set forth in this Agreement. Manager is not responsible for determining Client suitability and for the ultimate selection of Program Investments made by the Client. Manager will bear no responsibility for its recommendations if, as referenced above, the Advisor and Client adjust recommended Program Investments and asset allocation models.
Manager Services. Manager shall provide operating company oversight functions for Owner in connection with the Assets, which services (the “Manager Services”) may include, but shall not be limited to, the following:
(a) Manager shall be responsible for the day-to-day communication and coordination with any personnel or other service providers hired by Owner or its subsidiaries with respect to the Assets. Manager shall provide the other management services as are set forth in this Agreement; however, notwithstanding anything in this Agreement to the contrary. Owner shall retain the sole right to approve or change the budget for the operation of the Assets, to approve any transactions with respect to the Assets, and to hire and fire the personnel and other service providers for the Assets.
(b) Manager shall assist and advise Owner with respect to the Long Term Plan (as hereafter defined). For purposes hereof, “Long Term Plan” means the Long Term Plan developed or adopted by Owner with respect to the Assets, as may be amended from time to time.
Manager Services. Client understands that Manager is a management consulting firm, is not licensed to sell securities, is not a licensed accounting practice nor licensed to practice law.
Manager Services. Manager shall have the exclusive right to rent the Unit on behalf of Owner and, pursuant to such right, Manager shall provide and perform the following services in relation to the Unit:
a. Arrange for the Unit to comply with all relevant statutory requirements (including obtaining all necessary permits in the name of Owner) to enable the Unit to be licensed for short-term rentals;
b. Advertise, list, and promote the Unit for rental purposes (either directly or as part of an overall marketing strategy employed by Manager in connection with services being provided to other units in the same project or in neighboring projects) as Manager deems appropriate in its sole discretion from time to time;
c. Manage reservations for the Unit;
d. Provide housekeeping services for the Unit;
e. Administer payment of Owner’s bills in connection with the Unit, except for those bills related to Owner’s debt service, mortgage payments, ad valorem real estate taxes, or insurance on the Unit;
f. Oversee maintenance and housekeeping of the Unit as set forth in Section 11 of this Agreement:
g. Submit monthly (or as otherwise may be required) to the appropriate tax collection authority all applicable sales and use taxes required to be paid in connection with the use of the Unit for short- term rentals pursuant to this Agreement; and
h. Conduct a monthly general inspection of the Unit and its internal components (including, but not limited to, all items of personal property placed or existing within the Unit). Notwithstanding the foregoing or anything else in this Agreement to the contrary, it is hereby acknowledged and agreed that although Manager may place or post within the Unit a copy of any restrictions on use set forth in the Declaration of Condominium and the Rules and Regulations governing Owner’s use of the Unit, Manager shall have no obligation to ensure that persons occupying the Unit comply with any such restrictions on use. Subject to the provisions of Section 15 of this Agreement, Owner hereby agrees to indemnify, defend, and hold harmless Manager, its owners, officers, managers, employees, agents, and representatives (collectively, the “Indemnitees”) from any and all damages, claims, suits, actions, losses, and judgments that may be suffered or incurred by Manager, including all costs and expenses incident thereto (including reasonable attorneys’ fees), arising from such violations, except to the extent such damages, claims, suits, actions, losses, and judgments, and...
Manager Services. The Manager will make available, on an as needed basis, the Service Group, together with its offices and facilities in Oklahoma City, Oklahoma, and Denver, Colorado, U.S.A. to provide such services and administrative support as may be required to enable GHK Colombia to perform its duties and obligations as the operator of the Association and under the JOA. The services shall be performed, in part, by causing the Service Group to serve as directors and officers of GHK Colombia as hereinafter provided.
Manager Services. Commencing on the Effective Date and continuing through the end of the term of this Agreement, the Partnership hereby employs Manager and Manager hereby accepts the employment on the terms and conditions hereinafter set forth to provide the following administrative services (the "Administrative Services"), subject to the direction and control of the Management Committee: