Authority of the 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 Board hereby delegates to the Advisor the authority to take those actions set forth in Section 3.
(b) Notwithstanding the foregoing, any investment in a Real Property, Real Estate Related Security, Loan or Permitted Investment, including any acquisition or disposition of Real Property by the Company or the Operating Partnership (including any financing of such acquisition), will require the prior approval of the Directors, any particular Directors specified by the Board or any committee of the Board, or otherwise come within the authority delegated by the Board to the Advisor, 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 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 Properties, Real Estate Related Securities, Loans or Permitted 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.
Authority of the Advisor. (a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 5 and in Section 10), and subject to the continuing and exclusive authority of the Board over the supervision of the Company, the Company, acting on the authority of the Board of Directors, hereby delegates to the Advisor the authority to perform the services described in Section 3.
(b) Notwithstanding anything herein to the contrary, all Investments will require the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board specified by 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 reasonably required by them to evaluate the proposed transaction.
(d) The Board may, at any time upon the giving of Notice to the Advisor, modify or revoke the authority set forth in this Section 5; 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 or the Operating Partnership prior to the date of receipt by the Advisor of such notification.
Authority of the Advisor a. In connection with the investment and reinvestment of the assets of each of the Funds, the Advisor is authorized on behalf of the Fund, to place orders for the execution of the Fund's portfolio transactions in accordance with the applicable policies of the Fund as set forth in the Trust's Registration Statement, as such Registration Statement may be amended from time to time. The Advisor shall place orders for the purchase or sale of securities either directly with the issuer or with a broker or dealer selected by the Advisor. In placing the Fund's securities trades, it is recognized that the Advisor will give primary consideration to securing the most favorable price and efficient execution, so that the Fund's total cost or proceeds in each transaction will be the most favorable under all circumstances. Within the framework of this policy, the Advisor may consider the financial responsibility, research and investment information, and other services provided by brokers or dealers who may effect or be a party to any such transaction or other transactions to which other clients of the Advisor may be a party.
b. It is understood that it is desirable for each Fund of the Trust that the Advisor have access to investment and market research and securities and economic analyses provided by brokers and others. It is also understood that brokers providing such services may execute brokerage transactions at a higher cost to the Fund than might result from the allocation of brokerage to other brokers purely based on seeking the most favorable price. Therefore, the purchase and sale of securities for the Fund may be made with brokers who provide such research and analysis, subject to review by the Trustees from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood by both parties that the Advisor may select broker-dealers for their execution of the Fund's portfolio transactions who provide research and analysis as the Advisor may lawfully and appropriately use in its investment management and advisory capacities, whether or not such research and analysis also may be useful to the Advisor in connection with its services to other clients.
c. On occasions when the Advisor deems the purchase or sale of a security to be in the best interests of the Fund, as well as of other clients, the Advisor to the extent permitted by applicable laws and regulation...
Authority of the Advisor. The Advisor shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Fund in any way or otherwise be deemed an agent of the Trust or the Fund. However, one or more shareholders, officers, directors or employees of the Advisor may serve as trustees and/or officers of the Trust, but without compensation or reimbursement of expenses for such services from the Trust. Nothing herein contained shall be deemed to require the Trust to take any action contrary to its Declaration of Trust, as amended, restated or supplemented, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the affairs of the Fund.
Authority of the Advisor. 9 (a) General........................................................................................... 9 (b) Powers of the Advisor............................................................................. 9 (c) Approval by Directors............................................................................. 9 (d) Modification or Revocation of Authority of Advisor................................................ 9
Authority of the Advisor. The Advisor shall supervise and manage the investment portfolio of the Fund, and, subject to such policies as the directors of the Company may determine, direct the purchase and sale of investment securities in the day-to-day management of the Fund. The Advisor shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Company or the Fund in any way or otherwise be deemed an agent of the Company or the Fund. However, one or more shareholders, officers, directors or employees of the Advisor may serve as directors and/or officers of the Company, but without compensation or reimbursement of expenses for such services from the Company. Nothing herein contained shall be deemed to require the Company to take any action contrary to its Articles of Incorporation or By-Laws or any applicable statute or regulation, or to relieve or deprive the directors of the Company of their responsibility for, and control of, the affairs of the Fund.
Authority of the Advisor. (a) Advisor shall have full power to ------------------------ manage and direct the investments of and for Client's account (the "Account"), without prior consultation with Client, subject, however, to the limitations referred to in clause (b) of this paragraph 1 and paragraph 5 hereof. This discretionary authority makes the Advisor agent and attorney-in-fact with full power and authority on behalf of the Account (i) to buy, sell, exchange, convert and otherwise trade in any and all stocks, bonds and other securities as the Advisor may select; and (ii) to establish and deal through accounts with one or more securities brokerage firms, dealers or banks as Advisor may select; provided, however, that none of such firms, dealers or banks shall be a person or entity that controls, or is controlled by, or is under common control with, Advisor. This discretionary authority shall remain in full force and effect for the duration of this Agreement or until the Advisor receives written notice from Client of its termination in accordance with the terms of this Agreement.
(b) Notwithstanding any other provision of this Agreement, it is understood and acknowledged by the parties hereto that Client shall at all times have ultimate control of and responsibility with respect to the functions which Client is delegating to Advisor Pursuant to the terms of this Agreement. In furtherance of the foregoing, Advisor shall follow the instructions of Client's Chief Financial Officer in connection with the management and investment of Account.
Authority of the Advisor. 11 Section 3.1 General 11 Section 3.2 Powers of the Advisor 11 Section 3.3 Approval by Directors 11 Section 3.4 Modification or Revocation of Authority of Advisor 11 ARTICLE IV DUTIES OF THE ADVISOR 11 Section 4.1 Organizational and Offering Services 11 Section 4.2 Acquisition Services 12 Section 4.3 Asset Management Services and Administrative Services 12 ARTICLE V BANK ACCOUNTS 14 ARTICLE VI RECORDS; ACCESS 14 ARTICLE VII OTHER ACTIVITIES OF THE ADVISOR 15 Section 7.1 General. 15 Section 7.2 Policy with Respect to Allocation of Investment Opportunities 15 ARTICLE VIII LIMITATIONS ON ACTIVITIES 16 ARTICLE IX FEES 16 Section 9.1 Advisor Acquisition Fees 16 Section 9.2 Asset Management Fee 16 Section 9.4 Disposition Fees 16 Section 9.5 Subordinated Share of Net Sale Proceeds 17 Section 9.6 Subordinated Incentive Fee Due Upon Listing 17 Section 9.7 Changes to Fee Structure 17 ARTICLE X EXPENSES 18 Section 10.1 Reimbursable Expenses 18 Section 10.2 Other Services 19 Section 10.3 Timing of and Limitations on Reimbursements 19 ARTICLE XI FIDELITY BOND 20 ARTICLE XII RELATIONSHIP OF THE ADVISOR AND COMPANY 20 ARTICLE XIII RELATIONSHIP WITH DIRECTORS 20 ARTICLE XIV REPRESENTATIONS AND WARRANTIES 21 Section 14.1 The Company 21 Section 14.2 The Advisor 21
Authority of the Advisor. The Advisor has the necessary limited liability company power and authority to execute and deliver this Agreement and to complete the transactions contemplated hereby. The Advisor has taken all action required by law and its governing documents to authorize the Advisor’s execution, delivery and performance of this Agreement. The Advisor has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by all of the other parties hereto, this Agreement constitutes the legal and valid binding obligations of the Advisor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Authority of the Advisor. 4.1 Pursuant to the terms of this Agreement (including the restrictions set forth in this Section 4 and in Section 5), and subject to the continuing and exclusive authority of the Board, the Board hereby delegates to the Advisor the authority to perform the services described in Section 3. The Advisor shall have the power to delegate all or any part of its rights and powers to manage the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Advisor or the Company as it may deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in this Agreement.
4.2 Notwithstanding the foregoing, the Advisor may not take any action on behalf of the Company without the prior approval of the Board or duly authorized Board committee if the Articles, Bylaws or Maryland General Corporation Law require the prior approval of the Board. The Advisor acknowledges and agrees that the acquisition, financing, refinancing, rehabilitation, development and disposition of any Investment shall require the prior approval of the Board.
