Authority of the Investment Adviser Sample Clauses

Authority of the Investment Adviser. (a) Subject to the terms of this Agreement, and subject always to the individual Investment Guidelines attached hereto and made a part hereof which each Subsidiary may revise at any time upon prior written notice to the Investment Adviser, the Investment Adviser will have full and sole discretionary authority, on behalf of Fortegra and each Subsidiary, to manage and control the Accounts and to invest and reinvest the assets contained therein; provided, however, that the Custodian(s) will always retain custody of the assets as described in Section 4 below. Except as otherwise provided herein, when exercising its authority as set forth in this Agreement, the Investment Adviser will be under no obligation to consult with or obtain the consent of Fortegra and/or any individual Subsidiary. Without limiting the generality of the foregoing, provided such actions are consistent with the investment guidelines and restrictions (as may be delivered to the Investment Adviser by Fortegra and each Subsidiary from time to time, “Guidelines”) and subject to the terms of this Agreement, the Investment Adviser is authorized with respect to the Account: i. to buy, settle, invest in, hold for investment, sell, exchange, trade in, deliver and otherwise deal in any security, asset or instrument; ii. to make all decisions relating to the manner, method and timing of investment transactions and to select brokers and dealers or counterparties for the execution, clearance and settlement of any transactions; iii. to execute, in the name and on behalf of Fortegra and each Subsidiary, all such agreements and other documents (including, without limitation, settlement documents, but excluding any agreements with the Custodian) and to take all such other actions that the Investment Adviser considers necessary or advisable to carry out its duties hereunder in full compliance with the terms hereof, and to make representations and covenants on behalf of Fortegra and each Subsidiary in relation thereto that (A) with respect to such representations, the Investment Adviser determines are factually accurate and (B) with respect to such covenants, neither Fortegra nor any Subsidiary has notified the Investment Adviser in writing it is not permitted to make such covenant; iv. to consult with Fortegra and each Subsidiary with respect to any settlement or compromise, or submission to arbitration, of any claims, debts, or damages, due or owing to or from Fortegra or each Subsidiary in relation to th...

Authority of the Investment Adviser ü Subject to the provisions of Section 4 herein and to the investment objectives, policies, restrictions, and guidelines set out in Exhibit C, as may be amended from time to time in accordance with this Section 3 (the “Investment Guidelines”), the Investment Adviser shall have the discretionary authority to manage and control the Assets (which consist of general account assets of the Companies and separate account assets (if any) of the Companies), including the power to acquire and dispose of the Assets. At all times, the Assets held in each Company’s Account(s) shall be invested in accordance with the Investment Guidelines applicable to that Account. Exhibit C sets forth the guidelines applicable to the Companies. Services shall have the right to ü waive any breach of the Investment Guidelines by written notice to the Investment Adviser and ü change the Investment Guidelines at any time and from time to time by giving at least five (5) days’ prior written notice to the Investment Adviser, provided that Services may not make any of the following changes to the Investment Guidelines without the prior consent of Investment Adviser: (1) the addition of a new asset class, investment type or strategy not already covered by this Agreement on the Effective Date, (2) changes that Investment Adviser reasonably determines it cannot accommodate due to market capacity or operational constraints, (3) impact any co-investment obligation of the Investment Adviser’s affiliates or the terms pertaining to the investments on which such affiliates may be obligated to invest or (4) cause Investment Adviser to incur material additional expense. Notwithstanding the foregoing, the Investment Adviser shall have a reasonable amount of time to effectuate any changes to the Investment Guidelines (including changes to the guidelines being monitored by Investment Adviser under the Legacy Agreements which on the Effective Date became part of the Investment Guidelines hereunder). Notwithstanding the foregoing and without limiting the Investment Adviser’s authority hereunder, from time to time, Services may direct the Investment Adviser to make a particular investment on behalf of a Company (a “Client Directed Investment”) by sending written instruction to Investment Adviser. Such written instruction must explicitly state that it is the intention of Services to treat such investment as a Client Directed Investment hereunder. With respect to each Client Directed Investment, Services shall...