Authority of Investment Manager Sample Clauses

Authority of Investment Manager. The investment manager of a Custom Fund shall have the authority to vote or execute proxies, exercise shareholder rights, manage, acquire, and dispose of Trust assets. Notwithstanding, the authority to vote proxies and exercise shareholder rights related to shares of Company Stock held in a Custom Fund is vested as provided otherwise in Section 16.
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Authority of Investment Manager. Subject to section 4 of this Agreement, Sub-Investment Manager shall have the discretionary authority to manage and control the assets in the Client Accounts, including the power to acquire assets for and dispose of assets in the Client Accounts. When exercising its authority under this section 3, Sub-Investment Manager shall be under no obligation to consult with or obtain the consent of Investment Manager, subject to any written instructions and procedures which Investment Manager shall communicate to Sub-Investment Manager. Provided Sub-Investment Manager manages the Client Accounts in accordance with the guidelines set out in Schedule B (as altered from time to time by agreement in writing), neither Sub-Investment Manager nor any of its agents, executives or employees shall be liable for any depreciation in the value of the Client Accounts or the consequences of any investment decisions made in good faith and in the absence of negligence or willful default. In this connection, Investment Manager accepts and agrees to the provisions of Schedule E (Ratification, Indemnity and Exclusion of Liability) which forms part of this Agreement. All transactions shall be subject to IMRO rules and the rules of any other regulatory authority to which Sub-Investment Manager is subject and to the dealing, settlement and other applicable rules or customs of the market or exchange (if any) on which such transaction is effected. In the event of any conflict between the terms of this Agreement and any such rules or customs, the latter shall prevail. The authority given to Sub-Investment Manager to manage the Client Accounts shall be irrevocable until this Agreement is terminated pursuant to clause 12 below and shall continue in force despite any event which might otherwise terminate it, until Sub-Investment Manager has actual notice of such event.
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Authority of Investment Manager. (a.) Under the supervision of the Board of each Fund and pursuant to this Agreement and in accordance with the 1940 Act, the Investment Manager shall be responsible for: 1. the investment of substantially all the assets of the Feeder Fund, net of reserves maintained for reasonably anticipated expenses, into the Master Fund; and 2. the investment of the assets of the Master Fund, which shall be invested, in accordance with the terms of the Master Fund’s Prospectus, in pooled entities that are organized in non-U.S. jurisdictions and classified as corporations for U.S. federal income tax purposes to whom the assets of the Master Fund will be allocated (each, an “Underlying Fund” and, collectively, the “Underlying Funds”), each managed by an independent investment adviser (each, an “Underlying Adviser” and, collectively, the “Underlying Advisers”). (b.) The Investment Manager shall have full and absolute authority to cause each Fund to engage in transactions in securities provided, however, that such transactions shall at all times conform to and be in accordance with the requirements imposed by: 1. any provision of applicable law; 2. the provisions of such Fund’s LLC Agreement, as amended from time to time and any supplements delivered to the Investment Manager; and 3. the provisions of such Fund’s Prospectus and any supplements delivered to the Investment Manager. (c.) As necessary, the Investment Manager shall also be responsible for selecting brokers and dealers and for negotiating brokerage commissions and dealer charges or other transaction costs. (d.) The Investment Manager shall have the power, under the supervision of the Board and in accordance with the 1940 Act, to carry out any and all of the purposes of each Fund (or described in such Funds Prospectus and any amendment or supplement thereto) and to perform all acts and enter into and perform all contracts and other undertakings which it may deem necessary, advisable, convenient, or incidental thereto including, without limitation, the power to: 1. open, maintain, and close bank, custodial, brokerage, and other accounts, to effect transactions in such accounts, and to pay or authorize the payment of such brokerage commissions as deemed appropriate by the Investment Manager to brokers who execute transactions for the account of a Fund and who may supply research or other services utilized by a Fund; 2. perform any and all acts on behalf, and exercise all rights, of the Funds with respect to its inte...
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Authority of Investment Manager. The authority of any Investment Manager, and the terms and conditions of its appointment and retention, shall be the sole responsibility of the Board and shall be set forth in the Investment Manager’s written agreement with the Board.
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Authority of Investment Manager. Subject at all times to the provisions of this Agreement, the Investment Manager shall have sole, complete and full power and authority to invest and reinvest all of the Investment Account Assets in such securities or other instruments as the Investment Manager, in its sole and absolute discretion, shall consider to be in the best interest of the Company, provided such investments are consistent with the Investment Guidelines, as the same may be amended, modified or restated as provided herein. In connection therewith, the Investment Manager shall have sole, complete and full power and authority to: (i) issue orders for the Investment Account to a broker-dealer or loan servicer; (ii) instruct the Custodian to exercise or abstain from exercising any option, privilege or right held in the Investment Account; (iii) monitor the correct collection of income on the Investment Account by the Custodian; and (iv) take any other action with respect to securities or other property in the Investment Account as needed to serve the best interest of the Company and to adhere to the Investment Guidelines. The Investment Manager shall be free to sell securities or other instruments in the Investment Account regardless of the length of time they have been held. The Investment Manager shall further be free to make investment changes regardless of the resulting rate of portfolio turnover, when it, in its sole discretion, shall determine that such changes will promote the investment objective of the Investment Account. The Investment Manager shall be authorized to represent the Included Entities in all dealings with loan servicers and originators in connection with loan investments and related activities, as described in the Investment Guidelines.
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Authority of Investment Manager. In connection with its obligations hereunder, the Investment Manager will have authority for and in the name of the Partnership: (a) To purchase, hold, sell (including to “write” put and call options), sell short, lend, borrow or otherwise deal in securities and other financial instruments of United States and foreign entities, including, without limitation, capital stock; shares of beneficial interest; partnership interests and similar financial instruments; interests in real estate and real estate related assets; bonds, notes and debentures (whether subordinated, convertible or otherwise); currencies; commodities; interest rate, currency, commodity, equity and other derivative products, including, without limitation: (i) futures contracts (and options thereon) relating to stock indices, currencies, United States Government securities and securities of foreign governments, other financial instruments and all other commodities, (ii) swaps, options, warrants, caps, collars, floors and forward rate agreements, (iii) spot and forward currency transactions, and (iv) agreements relating to or securing such transactions; asset-backed and mortgage-backed obligations; loans; credit paper; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; contract and other claims; executory contracts; participations; exchange traded funds; mutual funds; money market funds; obligations of the United States or any state thereof, foreign governments and instrumentalities of any of them; commercial paper; certificates of deposit; bankers’ acceptances; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable (all such items being called herein a “Security” or “Securities”) and to exercise all rights, powers, privileges and other incidents of ownership with respect thereto; to delegate the authority to engage in such activities as to some or all of the Partnership’s assets to one or more investment managers; to pursue such activities through investment in one or more pooled investment vehicles; and to borrow funds on behalf of the Partnership and to pledge and hypothecate the Assets for such loans; (b) To transact business for the Partnership through broker-dealers, futures commission merchants, banks, and other persons (including affiliates of the Inves...
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Authority of Investment Manager. Subject to Section 4 of this ------------------------------- Agreement the Investment Manager shall have the discretionary authority to manage and control assets of the Client that are segregated in an Investment Manager Account, including the power to acquire and dispose of assets in each Investment Manager Account. In exercise of that power, the Investment Manager may invest and reinvest the assets, without distinction between principal and income, in investments described by the Client's investment management guidelines, consisting of Schedule B to this Agreement. When exercising its authority under this Section 3, the Investment Manager shall be under no obligation to consult with or obtain the consent of the Client. The assets initially segregated into each Investment Manager Account shall be cash. Assets other than cash may be segregated into an Investment Manager Account with the consent of the Investment Manager. The Client may remove assets from any Investment Manager Account at any time without the consent of the Investment Manger. Upon segregating assets of the Client into an Investment Manager Account, the Client shall promptly inform the Investment Manager of all assets segregated into the Investment Manager Account. The Client shall also establish reporting and accounting arrangements so that the Investment Manager will be fully informed at all times as to the assets segregated into any Investment Manager Account.
Sample 1
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Authority of Investment Manager. Subject to Section 4 of this Agreement the Investment Manager shall have the discretionary authority to manage and control assets of the Client that are segregated in an Investment Manger Account, including the power to acquire and dispose of assets in each Investment Manager. In the exercise of that power the Investment Manger may invest and reinvest the assets, without distinction between principal and income, in investments described by the Client's investment management guidelines. When exercising its authority under this Section 3, the Investment Manager shall be under no obligation to consult with or obtain the consent of the Client. The assets initially segregated into each Investment Manager Account shall be cash. Assets other that cash may be segregated into an Investment Manager Account with the consent of the Investment Manager. The client may remove assets from any Investment Manager Account at any time without the consent of the Investment Manger. 2 Upon segregating assets of the Client into an Investment Manager Account, the Client shall promptly inform the Investment Manager of all assets segregated into the Investment Manager Account. The Client shall also establish reporting and accounting arrangements so that the Investment Manager will be fully informed at all times as to the assets segregated into any Investment Manager Account.
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Authority of Investment Manager 
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Related to Authority of Investment Manager

  • Authority of General Partner The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to: 8.1.1 acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible and to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership; 8.1.2 construct, operate, maintain, finance, and improve, and to own, sell, convey, assign, mortgage, or lease any real estate and any personal property; 8.1.3 sell, dispose, trade, or exchange Partnership assets in the ordinary course of the Partnership’s business; 8.1.4 enter into agreements and contracts and to give receipts, releases, and discharges; 8.1.5 purchase liability and other insurance to protect the Partnership’s properties and business; 8.1.6 execute or modify leases with respect to any part or all of the assets of the Partnership; 8.1.7 prepay, in whole or in part, refinance, amend, mod­ify, or extend any mortgages, trust deeds or security agreements which may affect any asset of the Partnership and in connection therewith to exe­cute for and on behalf of the Partnership any extensions, renewals, or modifications of such mortgages, trust deeds or security agreements; 8.1.8 execute any and all other instruments and docu­ments which may be necessary or in the opinion of the General Partner desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Partnership; 8.1.9 make any and all expenditures which the General Partner, in its sole discretion, or in the discretion of the parties to whom the General Partner has delegated the authority to act for the Partnership as provided for above, deems necessary or appropriate in connection with the management of the affairs of the Partnership and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization and financing and operation of the Partnership; 8.1.10 enter into any kind of activity necessary to, in con­nection with, or incidental to, the accomplishment of the purposes of the Partnership; 8.1.11 invest and reinvest Partnership reserves in short-term instruments or money market funds; 8.1.12 take any and all other action which is permitted under law or which is customary or reasonably related to the operation, management or conducting of the business or affairs of the Partnership, subject to the limitations expressly stated in this Agreement; and the enumeration of powers in this Agreement shall not limit the general or implied powers of the General Partner or any additional powers provided by law; 8.1.13 take any and all action required to guarantee the indebtedness of Xxxxxxx Xxxx, Inc and/or its subsidiaries; and 8.1.14 delegate any or all of its authority and powers as manager of the Partnership to the Management Committee.

  • Authority of Manager (a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Corporation, as the sole managing member of the Company (the Corporation, in such capacity, the “Manager”) and (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company. The Manager shall be the “manager” of the Company for the purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04. (b) The day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions in this Agreement (including in Section 6.07 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall include, but not be limited to, such duties as the Manager may, from time to time, delegate to them and the carrying out of the Company’s business and affairs on a day-to-day basis. The existing Officers of the Company as of the Effective Time shall remain in their respective positions and shall be deemed to have been appointed by the Manager. All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Manager. (c) The Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

  • Authority of the Manager The Manager for, and in the name and on behalf of the Company, is hereby authorized to: (1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate; (5) xxx and be sued, complain and defend in the name of and on behalf of the Company; (6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company; (7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

  • Scope of Investment Authority (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence. (b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.

  • Authority of Representatives In all dealings hereunder, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

  • Authority of Representative The Representative shall have the power, on behalf of each Holder, to pursue such remedies as may be available by law and pursuant to this Revenue Sharing Agreement, for the purpose of maximizing the return to the Holders as a group, and to settle the claims of each Holder on such terms as the Representative may determine in its sole and unlimited discretion, subject to the other provisions of this Revenue Sharing Agreement. The Representative may pursue such remedies notwithstanding that the Representative does not have physical possession of the Notes and without naming the Holders as parties.

  • Authority of the Asset Manager (a) Except as set forth in Section 2(e) below and in any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series #TICKER Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things: (i) purchase and maintain insurance coverage for the Series #TICKER Asset for the benefit of the Series; (ii) engage third party independent contractors for the care, custody, maintenance and management of the #TICKER Asset; (iii) develop standards for the care and transportation of the Series #TICKER Asset while in and outside of storage, as applicable; (iv) reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to the Series #TICKER Asset paid by the Asset Manager hereunder; (v) deliver invoices to the managing member of the Company for the payment of all fees and expenses incurred by the Series in connection with the maintenance and operation of the Series #TICKER Asset and ensure delivery of payments to third parties for any such services; and (vi) generally perform any other act necessary to carry out its obligations under this Agreement. (b) The Asset Manager shall have full responsibility for the maintenance of the Series #TICKER Asset and handling of inspections. (c) The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals. (d) The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine. (e) Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to: (i) acquire any asset or service for an amount equal to or greater than 1% of the value of the Series #TICKER Asset as of such date, individually, or 3% of the value of the Series #TICKER Asset as of such date, in the aggregate, without the prior consent of the managing member of the Series; or (ii) sell, transfer or convey the Series #TICKER Asset, provided, however, that the Asset Manager may deliver to the managing member of the Company any offers received by the Asset Manager to purchase the Series #TICKER Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series #TICKER Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.

  • AUTHORITY OF PARTIES 5.1 Nothing in this Agreement will constitute or be deemed to constitute a partnership between the Parties, or constitute or be deemed to constitute the Parties as agents or employees of one another for any purpose or in any form whatsoever. 5.2 Neither Party shall be entitled to, or have the power or authority to: a) enter into an agreement in the name of the other; or b) give any warranty, representation or undertaking on the other's behalf; or c) create any liability against the other or bind the other’s credit in any way or for any purpose whatsoever.

  • Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

  • Authority of Advisor (a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 7), and subject to the continuing and exclusive authority of the Directors over the management of the Company, the Directors hereby delegate to the Advisor the authority to take, or cause to be taken, any and all actions and to execute and deliver any and all agreements, certificates, assignments, instruments or other documents and to do any and all things that, in the judgment of the Advisor, may be necessary or advisable in connection with the Advisor’s duties described in Section 3. (b) Notwithstanding the foregoing, any investment in Real Properties, including any acquisition of Real Property by the Company or the Operating Partnership (including any financing of such acquisition), will require the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be. (c) If a transaction requires approval by the Independent Directors, the Advisor will deliver to the Independent Directors all documents and other information required by them to properly evaluate the proposed transaction. The prior approval of a majority of the Independent Directors not otherwise interested in the transaction and a majority of the Directors not otherwise interested in the transaction will be required for each transaction to which the Advisor or its Affiliates is a party. The Directors may, at any time upon the giving of written notice to the Advisor, modify or revoke the authority set forth in this Section 4. If and to the extent the Directors so modify or revoke the authority contained herein, the Advisor shall henceforth submit to the Directors for prior approval such proposed transactions involving investments in Real Property, Real Estate Related Securities, or Debt Investments as thereafter require prior approval, provided however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.

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