OBLIGATIONS OF MANAGER; RESTRICTIONS Clause Samples

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of Investments to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code; (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees shall not be liable to the Company or any Subsidiary or to any director or stockholder of the Company or any Subsidiary for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 of this Agreement. (c) The Board of Directors shall periodically review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. The Manager shall be permitted to rely upon the direction of the Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed invest...

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) would adversely affect the Company’s status as an entity excluded from investment company status under the Investment Company Act or (ii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s members, for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement. (b) The Company shall not invest in joint ventures with the Manager or any Affiliate thereof, unless such investment is approved in advance by a majority of the Independent Committee. (c) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall refrain from any action that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s members, for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall take such actions as it deems necessary or appropriate in fulfilling its duties pursuant to the Delegation and under this Agreement with regard to the protection of the Investments. (b) In the course of its mandate under the Delegation and this Agreement, the Manager shall refrain from any action that, in its sole judgment made in good faith: (i) is not in compliance with the Investment Guidelines; (ii) would adversely and materially affect the qualification of Nordic Realty as a REIT under the Code; (iii) would adversely and materially affect Nordic Realty's or any of its Subsidiaries' status as an entity intended to be exempted or excluded from registration under the Investment Company Act; or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or that would otherwise not be permitted by the Company's Governing Instruments, code of conduct or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Company in connection with the Delegation and this Agreement, the Manager shall promptly notify Nordic GP and the Independent Directors of the Manager's judgment that such action would adversely and materially affect the qualification of Nordic Realty as a REIT, Nordic Realty's or any of its Subsidiaries' status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager and its officers, directors, members, managers and employees (or their equivalent) shall not be liable to the Company or to any director or stockholder or other owner of the Company for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 12 of this Agreement. (c) Nordic GP and the Independent Directors shall periodically review the Investment Guidelines and Nordic OP's portfolio of Investments, but shall not be required to review each proposed investment. (d) The Manager agrees to be bound by all policies and procedures, including the Company's code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees (or their equivalent) that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the ...

OBLIGATIONS OF MANAGER; RESTRICTIONS. The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. 9 SECTION 8.COMPENSATION. 10 SECTION 9.EXPENSES OF THE COMPANY. 11 SECTION 10.CALCULATIONS OF EXPENSES. 13 SECTION 11.LIMITS OF MANAGER RESPONSIBILITY; INDEMNIFICATION. 13 SECTION ▇▇.▇▇ JOINT VENTURE. 14 SECTION 13.TERM; TERMINATION. 14 SECTION 14.ASSIGNMENT. 15

OBLIGATIONS OF MANAGER; RESTRICTIONS