Provision of Services by the Manager Clause Samples
The 'Provision of Services by the Manager' clause defines the manager's responsibility to deliver specific services to the client or contracting party. Typically, this clause outlines the scope of services, the standards or quality expected, and any relevant timelines or performance requirements. For example, it may specify that the manager will oversee daily operations, provide regular reports, or ensure compliance with applicable regulations. The core function of this clause is to clearly establish the manager's obligations, thereby setting expectations and reducing the risk of disputes over service delivery.
Provision of Services by the Manager. (a) The Manager shall originate and recommend to the Partnership investment opportunities consistent with the purposes of the Partnership, monitor and evaluate Investments and provide such other services related thereto as the Partnership may reasonably request.
(b) Services to be rendered by the Manager in connection with the Partnership’s investment program shall include:
(i) analysis and investigation of potential Portfolio Companies, including their products, services, markets, management, financial situation, competitive position, market ranking and prospects for future performance and analyzing other Investments, including investments in other funds or vehicles acquired in primary or secondary transactions;
(ii) analysis and investigation of potential dispositions of Investments, including identification of potential acquirers and evaluation of offers made by such potential acquirers;
(iii) structuring of acquisitions of Investments, including through any Intermediate Entity or Lower Fund;
(iv) identification of bank and institutional sources of financing, arrangement of appropriate introductions and marketing of financing proposals;
(v) supervision of the preparation and review of all documents required in connection with the acquisition, disposition or financing of each Investment;
(vi) monitoring the performance of Portfolio Companies and, where appropriate, providing advice to the management of the Portfolio Companies during the life of an Investment;
(vii) arranging and coordinating the services of other professionals and consultants, including Vista Persons; and
(viii) providing the Partnership with such other services as the General Partner may, from time to time, appoint the Manager to be responsible for and perform.
(c) Notwithstanding the services provided by the Manager, the Manager shall not be authorized to manage the affairs of, act in the name of, or bind the Partnership. The management, policies and operations of the Partnership shall be the responsibility of the General Partner acting pursuant to and in accordance with the Partnership Agreement, and all decisions relating to Partnership matters, including, without limitation, the acquisition, management and disposition of Investments, shall be made by the General Partner acting pursuant to and in accordance with the Partnership Agreement.
(d) The General Partner, on behalf of the Partnership, shall appoint the Manager to be responsible for and perform all functions as, in the General...
Provision of Services by the Manager. The Manager shall directly, or indirectly through one or more Affiliates (as defined below) or third parties as described in Section 1(b), engage and maintain personnel for the purpose of providing the following services (collectively, the “Services”) to the Issuer:
(i) Painting-level services with respect to the Painting, including:
(A) custodial and storage services for the Painting;
(B) maintaining asset-level insurance requirements for the Painting;
(C) managing transport for the Painting in the ordinary course of business, including the display and exhibition thereof;
(D) research, conservation, restoration (as deemed necessary by the Manager), framing services;
(E) other services deemed necessary or appropriate by the Manager it its discretion to maintain the Painting;
(ii) entity-level services for the Issuer, including:
(A) oversight and management of banking activities;
(B) management of preparation and filing of SEC and other corporate filings;
(C) financial, accounting and bookkeeping services, including retention of an auditor for the Issuer;
(D) record-keeping, shareholder registrar and regulatory compliance;
(E) providing listing services, subject to the applicable law;
(F) tax reporting services;
(G) b▇▇▇ payment;
(H) selecting and negotiating insurance coverage for the Issuer, including operational errors and omissions coverage and directors’ and officers’ coverage;
(I) maintain the Issuer’s stock ledger and coordinating activities of the Issuer’s transfer agent, escrow agent and related parties;
(J) software services; and
(iii) transactional, extraordinary or non-routine services, including:
(A) legal and professional transactional services;
(B) negotiation of terms of potential sale of the Painting or the Issuer and the execution thereof;
(C) obtaining appraisals and statements of condition in connection with a sale transaction relating to the Painting
(D) other transaction-related services, cost, payments and expenditures relating to the Painting or the Issuer;
(E) administrative services in connection with liquidation or winding up of the Issuer;
(F) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims;
(G) other non-routine or extraordinary services; and
(H) additional services as contemplated in Section 1(f).
Provision of Services by the Manager. The Manager shall directly, or indirectly through one or more Affiliates or third parties as described in Section 1(b), engage and maintain personnel for the purpose of providing the following services (collectively, the “Services”) to the Issuer or to one or more Affiliates of Issuer:
(i) Entity-Level Services for the Issuer, including:
(A) Property management services;
(B) corporate services;
(C) statutory services;
(D) investor relations and customer care services;
(E) technology management and support services;
(F) fund administration services;
(G) transaction support services, including but not limited to coordinating with brokers, lawyers, accountants and other advisors, assembling relevant information, conducting financial and market analyses, and coordinating closing procedures;
(H) loan origination, management and servicing; and
(I) within any one or more of the services listed in this Section 1(a)(i), providing services in respect of asset and/or investment administration, accounting, technology, tax preparation, finance (including but not limited to budget preparation and preparation and maintenance of corporate models), treasury, operational coordination, risk management, insurance placement, legal and compliance, valuation and reporting-related services, as well as services related to mortgage servicing, group purchasing, consulting/brokerage, capital markets/credit origination, property, title and/or other types of insurance, management consulting and other similar operational matters; and
(ii) Non-Routine Services, including:
(A) administrative services in connection with liquidation or winding up of the Issuer;
(B) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims (regardless of whether or not the Issuer is named as a defendant or party in any such claim);
(C) engaging attorneys, accountants and other professionals to advise on complex commercial transactions;
(D) other non-routine or extraordinary services; and
(E) additional services as contemplated in Section 1(f).
Provision of Services by the Manager. (a) The Manager hereby undertakes to present to the Company potential real property and real estate related investment opportunities and support the Company’s investment policies and objectives.
(b) In performance of this undertaking, and consistent with the Company Agreement, the Manager shall, pursuant to delegated authority:
(i) obtain or provide such services as may be required to administer the daily operations of the Company;
(ii) work to identify investment opportunities for the Company which are consistent with its investment objectives and policies;
(iii) serve as the Company’s advisor and provide reports with respect to the Company’s real estate portfolio, including, but not limited to, the making of investments in real properties and other real estate investments, as described in the Company Agreement;
(iv) on behalf of the Company, investigate, select, engage and conduct relations with such Persons as the Manager deems necessary to the performance of its obligations hereunder, including, but not limited to, consultants, investors, builders, developers, banks, borrowers, lenders, fiduciaries, financial service companies, mortgagors, brokers, accountants, attorneys, appraisers and others, including its and the Company’s affiliates;
(v) consult with the Company in the formulation and implementation of the Company’s investment and other policies, and furnish such the Company with advice and recommendations concerning the making of investments consistent with the investment policies and objectives of the Company;
(vi) structure and negotiate the terms of the Company’s real estate portfolio and obtain approval of investments as provided in the Company Agreement, but always consistent with the investment policies and objectives of the Company;
(vii) obtain property management services for the Company’s real estate portfolio from property management companies or any other persons and/or perform such services directly or through one or more of the Company’s affiliates;
(viii) obtain for or provide to the Company such services as may be required to acquire, manage and dispose of real estate portfolio and other investments of the Company, including, but not limited to, the negotiation of purchase contracts and services related to the acquisition of real property and other real estate investments by the Company and its affiliates, disbursing and collecting the funds of the Company, paying the debts and fulfilling the obligations of the Company and handling...