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Common use of Authority of the Asset Manager Clause in Contracts

Authority of the Asset Manager. (a) Except as set forth below and any guidance as may be established from time to time by the Managing Member, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Asset, to provide the administrative services set forth below and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Company to take such actions necessary for (collectively, the “Services”): (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including entering into on behalf of the Company indebtedness that is convertible into Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company (including, but not limited to, the filing of periodic reports on Forms 1-K, 1-SA and 1-U with the Commission), and the making of any tax elections; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company (including, for the avoidance of doubt, the Asset) or the merger or other combination of the Company with or into, or acquisition by, another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of the Operating Agreement, including the financing of the conduct of the operations of the Company and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company); (vi) the selection, retention and dismissal of employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment, retention or hiring, and the payment of fees, expenses, salaries, wages and other compensation to such Persons; (vii) the solicitation of proxies from holders of Interests issued on or after the date of the Operating Agreement that entitles the holders thereof to vote on any matter submitted for consent or approval of Economic Members under the Operating Agreement; (viii) the maintenance of insurance for the benefit of the Company and the Indemnified Persons and the reinvestment of any proceeds received by the Company from an insurance claim in a replacement Asset which is substantially similar to that which comprised the Asset prior to the event giving rise to such insurance payment; (ix) the creation and implementation of asset maintenance and care policies for the Asset and compliance with such maintenance policies, including, if applicable, the engagement of third-party independent contractors for the care, custody, maintenance and management of the Asset; (x) the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement; (xi) the placement of any Free Cash Flow funds in deposit accounts in the name of the Company or of a custodian for the account of the Company, or to invest those Free Cash Flow funds in any other investments for the account of the Company, in each case pending the application of those Free Cash Flow funds in meeting liabilities of the Company or making distributions or other payments to the Members (as the case may be); (xii) the control of any matters affecting the rights and obligations of the Company, including the bringing, prosecuting and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation, including in respect of taxes; (xiii) the indemnification of any Person against liabilities and contingencies to the maximum extent permitted by law; (xiv) the entering into of listing agreements with any National Securities Exchange, ATS or over-the-counter market and the delisting of some or all of the Interests from, or requesting that trading be suspended on, any such exchange or market; (xv) the registration of any offer, issuance, sale or resale of Interests or other securities issued or to be issued by the Company under the Securities Act and any other applicable securities laws (including any resale of Interests or other securities by Members or other security holders); (xvi) the selection of an auditor for the Company; and (xvii) the selection of any transfer agent or depositor for any securities of the Company, and the entry into such agreements and provision of such other information as shall be required for such transfer agent or depositor to perform its applicable functions. (b) For the avoidance of doubt and without limiting the foregoing, the Manager shall: (i) have full responsibility for the custody and maintenance of the title of the Asset; (ii) manage and perform the various administrative functions necessary for our day-to-day operations; (iii) provide financial and operational planning services; (iv) maintain all appropriate books and records for the Company; (v) oversee tax, compliance and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters, including paying routine taxes; (vi) supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations; (vii) provide all necessary cash management services; (viii) manage and coordinate with the transfer agent, as needed; and (ix) generally, perform any other act necessary to carry out its obligations under this Agreement. (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) Should the Asset become obsolete (e.g., lack investor demand for its interests) or suffer from a catastrophic event, the Asset Manager may choose to sell the Asset. As a result of a sale under any circumstances, the Asset Manager will distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered under the assets insurance contract) to the holders of interests in the Company (after payment of any accrued liabilities or debt on the Asset).

Appears in 1 contract

Samples: Asset Management & Administrative Services Agreement (Public 1997 Michael Jordan PMG LLC)

Authority of the Asset Manager. (a) Except as set forth below and any guidance as may be established from time to time by the Managing Member, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the AssetAssets, to provide the administrative services set forth below and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Company to take such actions necessary for (collectively, the “Services”): (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including entering into on behalf of the Company indebtedness that is convertible into Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company (including, but not limited to, the filing of periodic reports on Forms 1-K, 1-SA and 1-U with the Commission), and the making of any tax elections; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company (including, for the avoidance of doubt, the AssetAssets) or the merger or other combination of the Company with or into, or acquisition by, another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of the Operating Agreement, including the financing of the conduct of the operations of the Company and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company); (vi) the selection, retention and dismissal of employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment, retention or hiring, and the payment of fees, expenses, salaries, wages and other compensation to such Persons; (vii) the solicitation of proxies from holders of Interests issued on or after the date of the Operating Agreement that entitles the holders thereof to vote on any matter submitted for consent or approval of Economic Members under the Operating Agreement; (viii) the maintenance of insurance for the benefit of the Company and the Indemnified Persons and the reinvestment of any proceeds received by the Company from an insurance claim in a replacement Asset which is substantially similar to that which comprised the a given Asset prior to the event giving rise to such insurance payment; (ix) the creation and implementation of asset maintenance and care policies for the Asset Assets and compliance with such maintenance policies, including, if applicable, the engagement of third-party independent contractors for the care, custody, maintenance and management of the AssetAssets; (x) the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement; (xi) the placement of any Free Cash Flow funds in deposit accounts in the name of the Company or of a custodian for the account of the Company, or to invest those Free Cash Flow funds in any other investments for the account of the Company, in each case pending the application of those Free Cash Flow funds in meeting liabilities of the Company or making distributions or other payments to the Members (as the case may be); (xii) the control of any matters affecting the rights and obligations of the Company, including the bringing, prosecuting and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation, including in respect of taxes; (xiii) the indemnification of any Person against liabilities and contingencies to the maximum extent permitted by law; (xiv) the entering into of listing agreements with any National Securities Exchange, ATS or over-the-counter market and the delisting of some or all of the Interests from, or requesting that trading be suspended on, any such exchange or market; (xv) the registration of any offer, issuance, sale or resale of Interests or other securities issued or to be issued by the Company under the Securities Act and any other applicable securities laws (including any resale of Interests or other securities by Members or other security holders); (xvi) the selection of an auditor for the Company; and (xvii) the selection of any transfer agent or depositor for any securities of the Company, and the entry into such agreements and provision of such other information as shall be required for such transfer agent or depositor to perform its applicable functions. (b) For the avoidance of doubt and without limiting the foregoing, the Manager shall: (i) have full responsibility for the custody and maintenance of the title of the AssetAssets; (ii) manage and perform the various administrative functions necessary for our day-to-day operations; (iii) provide financial and operational planning services; (iv) maintain all appropriate books and records for the Company; (v) oversee tax, compliance and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters, including paying routine taxes; (vi) supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations; (vii) provide all necessary cash management services; (viii) manage and coordinate with the transfer agent, as needed; and (ix) generally, perform any other act necessary to carry out its obligations under this Agreement. (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) Should the an Asset become obsolete (e.g., lack investor demand for its interests) or suffer from a catastrophic event, the Asset Manager may choose to sell the Asset. As a result of a sale under any circumstances, the Asset Manager will distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered under the assets insurance contract) to the holders of interests in the Company (after payment of any accrued liabilities or debt on the AssetAssets).

Appears in 1 contract

Samples: Asset Management & Administrative Services Agreement (Public Luxury Handbag Portfolio LLC)

Authority of the Asset Manager. (a) Except as set forth below and any guidance as may be established from time to time by the Managing Member, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Asset, to provide the administrative services set forth below and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Company to take such actions necessary for (collectively, the “Services”): (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including entering into on behalf of the Company indebtedness that is convertible into Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company (including, but not limited to, the filing of periodic reports on Forms 1-K, 1-SA and 1-U with the Commission), and the making of any tax elections; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company (including, for the avoidance of doubt, the Asset) or the merger or other combination of the Company with or into, or acquisition by, another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of the Operating Agreement, including the financing of the conduct of the operations of the Company and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company); (vi) the selection, retention and dismissal of employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment, retention or hiring, and the payment of fees, expenses, salaries, wages and other compensation to such Persons; (vii) the solicitation of proxies from holders of Interests issued on or after the date of the Operating Agreement that entitles the holders thereof to vote on any matter submitted for consent or approval of Economic Members under the Operating Agreement; (viii) the maintenance of insurance for the benefit of the Company and the Indemnified Persons and the reinvestment of any proceeds received by the Company from an insurance claim in a replacement Asset which is substantially similar to that which comprised the Asset prior to the event giving rise to such insurance payment; (ix) the creation and implementation of asset maintenance and care applicable policies for the Asset and compliance with such maintenance policies, including, if applicable, the engagement of third-party independent contractors for the care, custody, maintenance and management of the Assetcontractors; (xix) the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement; (xix) the placement of any Free Cash Flow funds in deposit accounts in the name of the Company or of a custodian for the account of the Company, or to invest those Free Cash Flow funds in any other investments for the account of the Company, in each case pending the application of those Free Cash Flow funds in meeting liabilities of the Company or making distributions or other payments to the Members (as the case may be); (xiixi) the control of any matters affecting the rights and obligations of the Company, including the bringing, prosecuting and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation, including in respect of taxes; (xiiixii) the indemnification of any Person against liabilities and contingencies to the maximum extent permitted by law; (xivxiii) the entering into of listing agreements with any National Securities Exchange, ATS or over-the-counter market and the delisting of some or all of the Interests from, or requesting that trading be suspended on, any such exchange or market; (xvxiv) the registration of any offer, issuance, sale or resale of Interests or other securities issued or to be issued by the Company under the Securities Act and any other applicable securities laws (including any resale of Interests or other securities by Members or other security holders); (xvixv) the selection of an auditor for the Company; and; (xviixvi) the selection of any transfer agent or depositor for any securities of the Company, and the entry into such agreements and provision of such other information as shall be required for such transfer agent or depositor to perform its applicable functions. (b) For the avoidance of doubt and without limiting the foregoing, the Manager shall: (i) have full responsibility for the custody and maintenance of the title of the Asset; (ii) manage and perform the various administrative functions necessary for our day-to-day operations; (iii) provide financial and operational planning services; (iv) maintain all appropriate books and records for the Company; (v) oversee tax, compliance and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters, including paying routine taxes; (vi) supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations; (vii) provide all necessary cash management services; (viii) manage and coordinate with the transfer agent, as needed; and (ix) generally, perform any other act necessary to carry out its obligations under this Agreement. (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) Should the Asset become obsolete (e.g., lack investor demand for its interests) or suffer from a catastrophic event, the Asset Manager may choose to sell the Asset. As a result of a sale under any circumstances, the Asset Manager will distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered under the assets insurance contract) to the holders of interests in the Company (after payment of any accrued liabilities or debt on the Asset).

Appears in 1 contract

Samples: Asset Management & Administrative Services Agreement (Public Shrek Royalties LLC)

Authority of the Asset Manager. (a) Except as set forth below and any guidance as may be established from time to time by the Managing Member, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Asset, to provide the administrative services set forth below and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Company to take such actions necessary for (collectively, the “Services”): (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including entering into on behalf of the Company indebtedness that is convertible into Interests, and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company (including, but not limited to, the filing of periodic reports on Forms 1-K, 1-SA and 1-U with the Commission), and the making of any tax elections; (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company (including, for the avoidance of doubt, the Asset) or the merger or other combination of the Company with or into, or acquisition by, another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of the Operating Agreement, including the financing of the conduct of the operations of the Company and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company under contractual arrangements to all or particular assets of the Company); (vi) the selection, retention and dismissal of employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment, retention or hiring, and the payment of fees, expenses, salaries, wages and other compensation to such Persons; (vii) the solicitation of proxies from holders of Interests issued on or after the date of the Operating Agreement that entitles the holders thereof to vote on any matter submitted for consent or approval of Economic Members under the Operating Agreement; (viii) the maintenance of insurance for the benefit of the Company and the Indemnified Persons and the reinvestment of any proceeds received by the Company from an insurance claim in a replacement Asset which is substantially similar to that which comprised the Asset prior to the event giving rise to such insurance payment; (ix) the creation and implementation of asset maintenance and care policies for the Asset and compliance with such maintenance policies, including, if applicable, the engagement of third-party independent contractors for the care, custody, maintenance and management of the Asset; (x) the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement; (xi) the placement of any Free Cash Flow funds in deposit accounts in the name of the Company or of a custodian for the account of the Company, or to invest those Free Cash Flow funds in any other investments for the account of the Company, in each case pending the application of those Free Cash Flow funds in meeting liabilities of the Company or making distributions or other payments to the Members (as the case may be); (xii) the control of any matters affecting the rights and obligations of the Company, including the bringing, prosecuting and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation, including in respect of taxes; (xiii) the indemnification of any Person against liabilities and contingencies to the maximum extent permitted by law; (xiv) the entering into of listing agreements with any National Securities Exchange, ATS or over-the-counter market and the delisting of some or all of the Interests from, or requesting that trading be suspended on, any such exchange or market; (xv) the registration of any offer, issuance, sale or resale of Interests or other securities issued or to be issued by the Company under the Securities Act and any other applicable securities laws (including any resale of Interests or other securities by Members or other security holders); (xvi) the selection of an auditor for the Company; and (xvii) the selection of any transfer agent or depositor for any securities of the Company, and the entry into such agreements and provision of such other information as shall be required for such transfer agent or depositor to perform its applicable functions. (b) For the avoidance of doubt and without limiting the foregoing, the Manager shall: (i) have full responsibility for the custody and maintenance of the title of the Asset; (ii) manage and perform the various administrative functions necessary for our day-to-day operations; (iii) provide financial and operational planning services; (iv) maintain all appropriate books and records for the Company; (v) oversee tax, compliance and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters, including paying routine taxes; (vi) supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations; (vii) provide all necessary cash management services; (viii) manage and coordinate with the transfer agent, as needed; and (ix) generally, perform any other act necessary to carry out its obligations under this Agreement. (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) Should the Asset become obsolete (e.g., lack investor demand for its interests) or suffer from a catastrophic event, the Asset Manager may choose to sell the Asset. As a result of a sale under any circumstances, the Asset Manager will distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered under the assets insurance contract) to the holders of interests in the Company (after payment of any accrued liabilities or debt on the Asset). (f) Until such time as the Asset Manager is able to purchase and maintain insurance coverage for the Asset for the benefit of the Company from a third-party insurer, the Asset Manager agrees to self-insure the Asset for the benefit of the Company against any and all losses due to (i) fraudulent or accidental transactions, including, without limitation, due to theft; and/or (ii) the Asset Manager’s negligence, including, without limitation, inability to access or recover the digital wallet in which the Asset is held due to loss of the 12-word MetaMask seed phrase or a segment thereof.

Appears in 1 contract

Samples: Asset Management & Administrative Services Agreement (Public Alts 001 LLC)