Services of the Manager Clause Samples
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Services of the Manager. The Manager represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940 and in all states where required, and will maintain such registration for so long as required by applicable law. Subject to the general supervision of the Board of Trustees of the Trust, the Manager shall provide the following advisory, management, administrative, and other services with respect to the Series:
(a) Provide general, overall advice and guidance with respect to the Series and provide advice and guidance to the Trust’s Trustees, and oversee the management of the investments of the Series and the composition of each Series’ portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with each Series’ investment objective or objectives and policies as stated in the Trust’s current registration statement, which management shall be provided by Portfolio Managers selected by the Manager and approved by the Board of Trustees as provided below or directly by the Manager as provided in Section 3 of this Agreement;
(b) Provide all supervisory, management, and administrative services reasonably necessary for the operation of the Series other than any investment advisory services performed by the Portfolio Managers, including but not limited to, (i) coordinating all matters relating to the operation of the Series, including any necessary coordination among the Portfolio Managers, custodian, transfer agent, dividend disbursing agent, and portfolio accounting agent (including pricing and valuation of the Series’ portfolios), accountants, attorneys, and other parties performing services or operational functions for the Trust, (ii) providing the Trust and the Series, at the Manager’s expense, with the services of a sufficient number of persons competent to perform such administrative and clerical functions as are necessary to ensure compliance with federal securities laws and to provide effective supervision and administration of the Series; (iii) maintaining or supervising the maintenance by third parties selected by the Manager of such books and records of the Trust and the Series as may be required by applicable federal or state law; (iv) preparing or supervising the preparation by third parties selected by the Manager of all federal, state, and local tax returns and reports relating to the Series required by applicable law; (v) preparing and filing and arranging for the...
Services of the Manager. Throughout the Term of this Agreement, the services to be performed by the Company include the strategic, operational and financial management of Thermo as well as any and all actions made by an officer and/or director (or other authorized or delegated individual or governing body) of Thermo in the ordinary course of business.
Services of the Manager. The Manager represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940 and will maintain such registration for so long as required by applicable law. Subject to the general supervision of the Board of Directors of the Fund, the Manager shall provide the following advisory, management, and other services with respect to the Series:
(a) Provide general, investment advice and guidance with respect to the Series and provide advice and guidance to the Fund's Directors, and oversee the management of the investments of the Series and the composition of each Series' portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with each Series' investment objective or objectives and policies as stated in the Fund's current registration statement, which management may be provided by others selected by the Manager and approved by the Board of Directors as provided below or directly by the Manager as provided in Section 3 of this Agreement;
(b) In the event that the Manager wishes to select others to render investment management services, the Manager shall analyze, select and recommend for consideration and approval by the Fund's Board of Directors investment advisory firms (however organized) to provide investment advice to one or more of the Series, and, at the expense of the Manager, engage (which engagement may also be by the Fund) such investment advisory firms to render investment advice and manage the investments of such Series and the composition of each such Series' portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with the Series' investment objective or objectives and policies as stated in the Fund's current registration statement (any such firms approved by the Board of Directors and engaged by the Fund and/or the Manager are referred to herein as "Sub-Advisers");
(c) Periodically monitor and evaluate the performance of the Sub-Advisers with respect to the investment objectives and policies of the Series;
(d) Monitor the Sub-Advisers for compliance with the investment objective or objectives, policies and restrictions of each Series, the 1940 Act, Subchapter M of the Internal Revenue Code, and if applicable, regulations under such provisions, and other applicable law;
(e) If appropriate, analyze and recommend for consideration by the Fund's Board of Directors terminati...
Services of the Manager. Subject to the supervision of the Board of Trustees, the Manager shall provide the following management services with respect to the Portfolios:
(a) The Manager shall analyze and recommend for consideration by the Board of Trustees investment advisory firms to be retained by the Trust to provide day-to-day investment management of the Portfolios (the "Portfolio Managers").
(b) The Manager shall monitor and evaluate the performance of the Portfolio Managers and make recommendations to the Board of Trustees concerning the renewal or termination of agreements with Portfolio Managers (the "Portfolio Management Agreements"), although the Manager is not authorized, except as provided in paragraph 3 of the Agreement, to make determinations with respect to the investment of a Portfolio's assets or the purchase or sale of securities or other investments for a Portfolio.
(c) The Manager shall monitor the Portfolio Managers for compliance with the investment policies and restrictions of each Portfolio, the 1940 Act, the Internal Revenue Code, and all other applicable federal and state laws and regulations.
(d) The Manager shall coordinate all matters relating to the functions of the Trust's Manager, Portfolio Managers, custodian, transfer agent, accountants, attorneys, and other parties performing services or operational functions for the Trust.
(e) The Manager shall provide the Trust and the Portfolios with the services of a sufficient number of persons competent to perform such administrative and clerical functions as are necessary to provide effective supervision and administration of the Trust.
(f) The Manager shall provide the Trust with adequate office space, communications facilities, and other facilities necessary for its operations as contemplated in this Agreement.
(g) The Manager shall provide the Board of Trustees such periodic and special reports as the Board may reasonably request.
(h) The Manager shall make its officers and employees available to the Board of Trustees and officers of the Trust for consultation and discussions regarding the administration and management of the Trust.
(i) The Manager shall provide such assistance as the Board of Trustees shall reasonably request in connection with the conduct of meetings of the Board or otherwise.
Services of the Manager. The Manager hereby agrees during the term of this engagement to manage all aspects of the business of the Company in order to build, maintain, operate and improve the world’s first and largest human health database that is owned by its community (the “Database”). The Database will be comprised of Member Data. The Manager will manage the Company with the goals to (i) create and maintain a community-owned genomic and phenotypic Database that is designed to solve humankind’s most important medical challenges, consistent the Manager’s public benefit, (ii) make the Database dynamic, secure, and longitudinal, (iii) promote a supporting ecosystem for the Database, and (iv) generate revenue from which to make distributions to Members. The Manager shall have the sole discretion as to the emphasis to be placed upon each of these goals. The services of the Manager (the “Services”) will include, to the extent necessary or appropriate for the above purposes, the exercise of all powers of the Manager set forth in Section 4.1
Services of the Manager. The Manager agrees to render such advice, guidance, counsel, direction and other services as the Artist may reasonably require to further the Artist's career as a musician, composer, recording and performing artist, and to develop new and different areas within which the Artist's artistic talents can be developed and exploited, including but not limited to the following services: a) to represent the Artist and act as the Artist's negotiator, to fix the terms governing all manner of disposition, use, employment or exploitation of the Artist's talents and the products thereof; and
Services of the Manager. Unless otherwise specified in the Confirmation relevant to a Transaction, the Manager and/or it agents and representatives shall: (a) cause the Goods to be shipped to the Purchaser in accordance with the Purchase Order relevant to such Transaction and bear all costs, including any shipping costs and messenger expenses and legal costs, incidental to such Transaction; (b) indemnify and hold EPK and its assigns harmless from and against any loss caused by the failure of (i) the Vendor or any shipper to timely deliver Goods which conform to the requirements of the Vendor Pro Forma Invoice, the Purchase Order and applicable law, or (ii) the Manager to truthfully represent the Purchaser's credit information or the terms and method of payments in the transaction as contemplated in Section 3.1; (c) indemnify and hold EPK and its assigns harmless from and against any claim of or liability to any Person arising out of the Transaction, including without limitation any claim of or liability to the Purchaser or any other Person in respect of the Goods; (d) pay, and indemnify and hold EPK and its assigns harmless from and against, any Taxes due in connection with such Transaction; (e) be responsible for performing all administrative and ministerial tasks relating to the collection of such invoices to the Purchaser; provided, however, that the foregoing shall in no way limit EPK's right at any time and from time to time to collect amounts owing under such invoices directly; and provided, further, that the foregoing shall not constitute a guaranty by Manager of the payment or collection of such invoices; (f) to pay for and do all things necessary to maintain all warranty, service and/or other post delivery obligations with Purchaser; and (g) not perform any action which could result in reduced or non-payment by Purchaser.
Services of the Manager. The Manager represents and warrants that it is registered as an investment adviser under the Advisers Act and will maintain such registration for so long as required by applicable law. Subject to the general supervision of the Board of the Trust, the Manager shall provide the following advisory, management, and other services with respect to the Series:
(a) Provide general investment advice and guidance with respect to the Series and provide advice and guidance to the Trust's Trustees, and oversee the management of the investments of the Series and the composition of each Series' portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with each Series' investment objective or objectives and policies as stated in the Trust's current registration statement;
(b) Render to the Board of the Trust such periodic and special reports as the Board may reasonably request; and
(c) Make available its officers and employees to the Board and officers of the Trust for consultation and discussions regarding the administration and management of the Series and services provided to the Trust under this Agreement.
Services of the Manager. The Manager hereby agrees during the term of this engagement to manage all aspects of the business of the Company in order to build, maintain, operate and improve the market research database that is owned by its community (the “Database”). The Database will be comprised of Member Data. The Manager will manage the Company with the goals to (i) create and maintain a community-owned market research Database that is designed to provide insights into consumer attitudes and behavior, consistent with the Manager’s public benefit, (ii) make the Database dynamic, secure, and longitudinal, (iii) promote a supporting ecosystem for the Database, and (iv) generate revenue from which to make distributions to Members. The Manager shall have the sole discretion as to the emphasis to be placed upon each of these goals. The services of the Manager (the “Services”) will include, to the extent necessary or appropriate for the above purposes, the exercise of all powers of the Manager set forth in Section 4.1
Services of the Manager. (a) Subject to the other terms and provisions of this Agreement, the Manager shall be responsible for conducting and overseeing the business and financial affairs of the Trust and its affiliates pertaining to the ownership, management, operation, administration, promotion, maintenance, improvement and leasing of the Properties, and administration of its corporate functions including, but not limited to, the following:
(i) Engaging a property manager to carry out the day-to-day operation and management of each of the Properties, and overseeing and reviewing the performance by the property manager of the property manager's duties, including its collection and proper deposits of rental payments;
(ii) Formulating and overseeing the implementation of strategies for the management, operation, administration, promotion, maintenance, improvement, financing and refinancing, leasing, and disposition of the Properties;
(iii) Reviewing on a periodic basis the property manager's performance of maintenance and repairs, and arranging for supervision of tenant improvement work and capital improvement projects to be performed on behalf of the Trust and its affiliates, at the Properties;
(iv) Disbursing all sums payable by the Trust and its affiliates, including operating expenses, (including, but not limited to, Manager's compensation hereunder, other than compensation to be received in accordance with Section 2.2(b) hereof or Section 3(b) hereof) and capital expenditures;
(v) Supervising the maintenance of the Trust's and its affiliates' office records, books and accounts in accordance with the governing documents of the Trust and its affiliates, as now or hereafter amended (collectively, the "Trust Documents"), and in conformity with the accounting principles utilized by the Trust and its affiliates, and causing to be prepared and filed on behalf of the Trust and its affiliates, all reports, returns and statements required to be prepared or filed by the Trust and its affiliates;
(vi) Retaining on behalf of the Trust and its affiliates, and at the Trust's and its affiliates' sole cost, an independent certified public accountant to audit the financial statements for each fiscal year of the Trust and its affiliates and to prepare quarterly and other periodic reports reflecting, for such period, the financial status and activities of the Trust and its affiliates and the Properties;
(vii) As and when necessary or appropriate in the Manager's determination, engaging, at the Tr...