Authority of the Investment Manager Sample Clauses

Authority of the Investment Manager. Subject to Section 5, and in connection with its obligations under this Agreement, the Investment Manager will have the authority for and in the name of the Fund (including, to the extent applicable, any subsidiary of the Fund) to manage the investment and reinvestment of the assets of the Fund and to continuously review, supervise and administer the investment program of the Fund subject to oversight by the Fund's Board of Directors (the "Board of Directors") and in accordance with the investment objective and policies described in the Private Placement Memorandum. Without limiting the generality of the foregoing, the Investment Manager is specifically authorized to: (a) invest discrete portions of the Fund's assets (which may constitute, in the aggregate, all of the Fund's assets) in unregistered investment funds or other investment vehicles and registered investment companies ("Investment Funds") that are managed by Portfolio Managers, which investments shall be subject in each case to the terms and conditions of the respective governing documents utilized by each Portfolio Manager; (b) invest discrete portions of the Fund's assets (i) in separate investment vehicles for which the Portfolio Managers serve as general partners, managing members and/or investment managers and in which the Fund is the sole investor ("Sub-Funds") and (ii) with Portfolio Managers who are retained to manage the Fund's assets directly through separately managed accounts (Sub-Funds and separately managed accounts are collectively referred to as "Separately Managed Accounts"; Portfolio Managers of Separately Managed Accounts are referred to as "Subadvisers"); (c) invest the Fund's assets in any type of instrument it deems appropriate for the purpose of (i) hedging currency risk when the Fund makes an investment in an Investment Fund or directly in securities denominated in a currency other than the U.S. dollar and (ii) fulfilling the investment objective of the Fund as described in the Private Placement Memorandum; (d) invest the cash balances of the Fund in any instruments it deems appropriate and to reinvest any income earned thereon in accordance with the investment program of the Fund; (e) borrow or raise monies, on behalf of the Fund, and, from time to time issue, accept, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and secure the payment of such ...
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Authority of the Investment Manager. In connection with its obligations hereunder, the Investment Manager will have the authority for and in the name of the Master Fund: (i) to invest and re-invest the Master Fund’s assets (including determining the size, timing, price and counterparty of such transactions) primarily in interests in (A) private investment vehicles, including limited partnerships, limited liability companies and similar entities (the “Advisor Funds”) managed by asset managers (the “Advisors”); (B) separate accounts managed by Advisors (“Accounts”); and (C) other instruments including liquid short-term investments not prohibited for investment by the offering documents, limited partnership agreements or articles of association of any of the Feeder Funds (together with the Advisor Funds, Accounts and the instruments described in this paragraph, the “Securities”) and to pay the fees and costs associated with such Securities; (ii) to be responsible for the selection of, monitoring of, and allocation of certain of the Master Fund’s assets in the Securities; (iii) directly or through the Advisor Funds or Accounts, to purchase, hold, sell, transfer, exchange, mortgage, pledge, hypothecate and otherwise act to acquire and dispose of and exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Securities held or owned by the Master Fund; (iv) directly or through the Advisor Funds or Accounts, to acquire a long position or a short position with respect to any Securities and to make purchases or sales increasing, decreasing or liquidating such position or changing from a long position to a short position or from a short position to a long position, without any limitation as to the frequency of the fluctuation in such position or as to the frequency of the changes in the nature of such positions; (v) directly or through the Portfolio Funds or Accounts, to purchase Securities for investment and to make such representations to the seller of such Securities, and to other persons, that the Investment Manager may deem proper in such circumstances, including the representation that such Securities are purchased by the Fund for investment and not with a view to their sale or other disposition; (vi) directly or through the Advisor Funds or Accounts, to vote and exercise all other rights in connection with Securities purchased on behalf of the Master Fund; (vii) with the oral or written approval of the general partner of the Master Fund, to borrow or ...
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Authority of the Investment Manager. (a) In connection with its obligations hereunder, the Investment Manager shall have the authority for and in the name of the Company, subject to Section 6, to: (i) provide research and analysis and direct the formulation of investment policies and strategies for the Company; (ii) make, own, manage, supervise and dispose of Investments, and to execute and deliver in the Company’s name any and all instruments necessary to effectuate such transactions; (iii) make all elections, investigations, evaluations and decisions (including the voting or disposition of Portfolio Investments held by the Company) binding the Company thereby that may, in the reasonable judgment of the Investment Manager, be necessary or desirable for the acquisition or disposition of any Investment by the Company or to protect or enhance the value of any Investment in connection with amendments, waivers or modifications thereof; (iv) enter into any hedging transaction (including without limitation hedging for interest rate, currency and other market and investment risks) as the Investment Manager shall determine in its reasonable discretion to be necessary or desirable in connection with any Investment; and (v) manage the investment activities of the Company in accordance with the LLC Agreement to the extent consistent with the provisions hereof; (vi) open, maintain and close accounts, including custodial accounts, with banks, including banks located outside the United States, and wire funds, draw checks, or make other orders for the payment of monies; (vii) either directly or through a Financing Subsidiary, borrow funds and otherwise incur indebtedness, obtain lines of credit, loan commitments or letters of credit for the account of the Company, from one or more Lenders, for working capital purposes (including, but not limited to, paying Company Expenses or managing cash flows from Capital Commitments), and issue guaranties with respect to any such borrowings by any Financing Subsidiary; provided that in connection with the foregoing, any such financing and/or guaranty may be secured by an assignment, pledge, mortgage, charge or other security interest in (i) the Capital Commitments, the Company’s right to initiate Capital Calls and Post Commitment Period Capital Calls and collect the Capital Contributions of the Members and to enforce their obligations to make Capital Contributions to purchase Units, and (ii) a Company collateral account into which the payment by the Members of their Rem...
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Authority of the Investment Manager. Subject to Section 2, the Investment Manager is authorized, on behalf of the Fund, to: (a) trade, invest, re-invest and otherwise manage the Managed Assets, both directly and indirectly, and determine or facilitate the determination of the Managed Asset Value, all in accordance with the Investment Policies, and to enter into any agreement and to do any and all acts and things for the preservation, protection, improvement and enhancement in the Managed Asset Value in accordance with the Investment Policies; (b) possess, purchase, sell, transfer, mortgage, pledge or otherwise deal in, and to exercise all rights, powers, privileges and other incidents of ownership or possession (including, but not limited to, power to vote all proxies) with respect to the Managed Assets in accordance with the Investment Policies; (c) lend any of the Managed Assets, as appropriate, in accordance with the Investment Policies; (d) trade on margin, borrow from banks, brokers or other institutions and pledge the Managed Assets in connection with such margin or borrowing in accordance with the Investment Policies; (e) engage sub-advisers and personnel, including affiliates of the Investment Manager, whether part-time or full-time, and attorneys, independent accountants or such other persons as the Investment Manager may deem necessary or advisable, and negotiate and execute agreements with any such persons, in each case subject to the approval of the Board of Directors and/or, where required by applicable law, the requisite vote of the members of the Fund (“Members”); (f) make all decisions relating to the manner, method and timing of investment transactions in accordance with the Investment Policies; (g) combine purchase or sale orders on behalf of the Fund with any other accounts to whom or to which the Investment Manager provides investment advisory services or accounts of affiliates of the Investment Manager (“Other Accounts”) and allocate equitably over time the assets so purchased or sold, among such accounts; (h) with respect to any bank at which the Fund maintains an account, in furtherance of the legitimate business of the Fund, issue orders and directions relating to the disposition and application of the Managed Assets that are, from time to time, held by such bank; (i) open, maintain, conduct and close accounts in the name and on behalf of the Fund, including margin accounts, with any broker, dealer or investment concern, to issue orders and directions to any broker, de...
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Authority of the Investment Manager. 3.1 In connection with its obligations hereunder, the Investment Manager shall have the authority to invest the cash and other Investments of the Company. 3.2 In connection with its obligations hereunder, the Investment Manager shall have the authority for and in the name of the Company, subject to Sections 3.3, 3.4 and 4, to render, such investment management services and related services to the Company as it may from time to time require in connection with the issue of USPX Non-Voting Common Stock by the Company and the investment of the cash and other Investments of the Company and the trading, purchase, acquisition, holding, exchange, variation, transfer, sale or disposal thereof and in particular, but without limiting the generality of the foregoing, the Investment Manager shall on behalf of the Company: (A) invest and reinvest the cash and other Investments of the Company; (B) manage cash balances or invest them directly in any short-term investments, and reinvest any income earned thereon in accordance with the Investment Program; (C) trade, purchase, hold, sell (including, if appropriate, sell short or “write” put and call options), transfer, exchange, mortgage, pledge, hypothecate and otherwise act to acquire and dispose of and exercise all rights, powers, privileges and other incidents of title, ownership or possession with respect to Investments held or owned by the Company; (D) vote and exercise all contractual and other rights in respect of Investments; (E) borrow monies, and pledge and hypothecate Investments and other assets of the Company for such loans, and to lend (with or without security) any Investments or other assets of the Company, or otherwise gear the Investments of the Company; (F) engage consultants, attorneys, independent accountants or such other Persons (who may be affiliated with the Investment Manager) as the Investment Manager may deem necessary or advisable, on such terms and for such compensation as the Investment Manager determines to be reasonable; and to give receipts, releases, indemnities, and discharges with respect to all of the foregoing and any matter incident thereto as the Investment Manager may deem advisable or appropriate; (G) issue orders and directions to any Transaction Party at which the Company maintains an account with respect to the disposition and application of monies or other Investments of the Company from time to time held by such Transaction Party; (H) open, maintain and close accounts, includi...
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Authority of the Investment Manager. In connection with its obligations hereunder, the Investment Manager, in its sole and absolute discretion, shall have the authority, on behalf of the Partnership, to: (a) invest the Partnership’s assets in and allocate such assets among liquid and less liquid securities, commodities, loans (including loans originated by the Partnership) and other financial instruments in accordance with the Partnership’s investment objective as stated in the Memorandum and, in connection with such investments and allocations, enter into (i) currency transactions, (ii) related hedge transactions, (iii) over-the-counter and other derivative transactions, including, but not limited to, swaps, options, forward contracts and futures, and (iv) other commodities and securities transactions; (b) assist in the valuation of the Partnership’s assets; (c) open, maintain and close bank accounts and brokerage accounts in the name of the Partnership, and draw checks or other orders for the payment of monies in respect thereof; (d) do any and all acts on behalf of the Partnership, and exercise all rights of the Partnership, with respect to its interest in any person, firm, corporation or other entity, including, without limitation, voting proxy proposals, amendments, consents or resolutions, on behalf of the Partnership, relating to any investments made by the Partnership, the participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other like or similar matters; (e) enter into transactions, including, without limitation, loans, other credit transactions and the provision of goods and/or services, with affiliates of the Investment Manager; (f) select and retain, at the expense of the Partnership, any person, firm, corporation or other entity selected by the Investment Manager, in its sole and absolute discretion, to provide certain administrative services to the Partnership, including an independent administrator (the “Administrator”) to provide certain accounting, reporting and record-keeping services; (g) subject to any restrictions set forth in the Partnership Agreement, cause the Partnership to borrow funds and pledge its assets, and enter into agreements relating thereto, when deemed appropriate by the Investment Manager, in its sole and absolute discretion, including, but not exclusively, for the purpose of meeting withdrawal requests which would otherwise result in the premature liquidation of investments...
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Authority of the Investment Manager. 4.1 In addition to the services of its own staff, the Investment Manager may arrange for and coordinate the services of other professionals and consultants. The Investment Manager shall for the purposes of this Agreement be deemed to be an independent contractor and not an employee or dependent agent of the Issuer ; nor shall anything in this Agreement or any action taken pursuant to this Agreement be construed as creating a separate trust, joint venture, partnership or any like relationship among the parties of any kind on the part of the Issuer with respect to the Investment Manager or any of its affiliates. 4.2 In exercising its rights and duties under this Agreement the Investment Manager is authorised to act for and on behalf of the Issuer (but subject to any directions given by the Directors and subject to the terms of this Agreement and the provisions of the Articles) in the same manner and with the same force and effect as the Issuer might or could do. Except as herein provided, the Investment Manager shall not have authority to act for or represent the Issuer in any way or otherwise be deemed an agent of the Issuer. 4.3 The authorities contained in this Agreement are continuing ones and shall remain in full force and effect until revoked by termination of this Agreement, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to such revocation.
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Authority of the Investment Manager. (a) In connection with its obligations hereunder, the Investment Manager shall have the authority for and in the name of the Company to: (i) purchase, hold, sell, or otherwise deal in real estate and rights in connection therewith of any kind or nature; (ii) effect borrowings from banks and other financial institutions; (iii) open, maintain and close bank accounts and draw checks or other orders for the payment; (iv) exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the assets of the Company; (v) supply any administrator of, or other service providers to, the Company with such information and instructions as may be necessary to enable such person or persons to perform their duties in accordance with applicable agreements; (vi) cause the Company to engage in agency, agency cross and principal transactions with Affiliates to the extent permitted by applicable securities law; (vii) engage personnel, whether part-time or full-time, and attorneys, independent accountants or such other persons as the Investment Manager may deem necessary or advisable; (viii) enter into, make and perform any contracts, agreements or other undertakings it may deem advisable in connection with providing investment management services to the Company, including but not limited to contracts, agreements or other undertakings with persons, firms or corporations with which the Investment Manager or the principal of the Investment Manager is affiliated; (ix) authorize any Member, employee or other agent of the Investment Manager or agent or employee of the Company to act for and on behalf of the Company in all matters incidental to the foregoing; (x) delegate the rights and obligations under this Agreement, at the Investment Manager’s discretion; and (xi) otherwise act for the Company as it may deem necessary or advisable in connection with any investment management related matters. (b) The Investment Manager may, if it deems advisable, maintain any portion of the assets of the Company in cash, cash-equivalents and short-term obligations.
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Authority of the Investment Manager 
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Related to Authority of the Investment Manager

  • 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.

  • 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.

  • Compensation of the Investment Manager For the services rendered, the facilities furnished and expenses assumed by the Investment Manager, the Fund shall pay to the Investment Manager at the end of each calendar month a fee which shall accrue daily at the annual rate specified by the schedule of fees in the Appendix to this Agreement. The average daily value of the net assets of the Portfolio shall be determined and computed in accordance with the description of the method of determination of net asset value contained in the Prospectus.

  • Duties of the Investment Adviser A. The Investment Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser's performance of its duties and services under this Agreement. B. The Investment Adviser has furnished the Sub-Adviser with copies of each of the following documents and will furnish to the Sub-Adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Transamerica IDEX Declaration of Trust and By-Laws, as each is in effect on the date hereof and as amended from time to time; (2) Certified resolutions of the Board authorizing the appointment of the Investment Adviser and the Sub-Adviser and approving this Agreement; (3) The Transamerica IDEX Registration Statement under the 1940 Act and the Securities Act of 1933, on Form N-1A, as filed with the Securities and Exchange Commission ("SEC") relating to the Fund and its shares and all amendments thereto ("Registration Statement"); and (4) A certified copy of any publicly available financial statement or report prepared for Transamerica IDEX by certified or independent public accountants, and copies of any financial statements or reports made by the Fund to its shareholders or to any governmental body or securities exchange. The Investment Adviser shall furnish the Sub-Adviser with any further documents, materials or information that the Sub-Adviser may reasonably request to enable it to perform its duties pursuant to this Agreement. C. During the term of this Agreement, the Investment Adviser shall furnish to the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales documentation, promotional, marketing, advertising and other written, printed or electronic material or performance information or data prepared for distribution to shareholders of the Fund or the public, which include the Xxxx or refer to the Fund, the Sub-Adviser or investment companies or other advisory accounts advised or sponsored by the Sub-Adviser in any way, prior to a use thereof which has not been previously approved by the Sub-Adviser. The Investment Adviser shall not use any such materials without the Sub-Adviser's prior written approval, which approval shall not be unreasonably withheld; and the Investment Adviser shall not use any such materials which do not include the Xxxx if the Sub-Adviser reasonably objects in writing within ten (10) business days (or such other time as may be mutually agreed upon) after the Sub-Adviser's receipt thereof.

  • 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 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 Representatives Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.

  • Authority of the Representative Any action by the Underwriters hereunder may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters.

  • Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • of the Investment Company Act The Company hereby agrees that for the period of time during which Notes are Outstanding, the Company will not violate, whether or not it is subject to, Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act or any successor provisions thereto of the Investment Company Act."

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