Business Manager and Business Management Agreement Sample Clauses

Business Manager and Business Management Agreement. The Business Manager looks after the Company’s interests and ensures that the Company is managed in material compliance with all applicable laws. The Business Manager shall perform the services as set out in the Business Management Agreement in accordance with the articles of association of the Company, the guidelines and orders from the board of directors and the general meeting of the Company, and always subject to statutory requirements. The Business Manager is responsible for the Company’s day-to-day business, handling in- and outgoing correspondence, cash management, performing secretarial tasks and organizing general meetings, preparing project updates to investors, monitoring of the Asset Manager's preparation of accounting/budget, annual and half year financial reports and other reports to public authorities. The day-to-day business also includes monitoring so that the Group is in compliance with its loan agreements and insurance agreements. The Business Manager will also closely follow up with the Asset Manager and, in particular, that the running costs, maintenance and investment plan is in the best of each Group Company's interest. The Business Manager may, at its own discretion, engage third parties in connection with the performance of the above mentioned tasks. Upon sale or other realization of one or more of the Group’s properties or subsidiaries (including mergers or demergers), the Company shall pay the Business Manager a fee of 1% excl. VAT, calculated as the sum of i) the agreed purchase price and ii) any remaining payments in order to construct the properties to be sold/realized. In the event of termination of the Business Management Agreement, such fee shall be calculated as 1% excl. VAT of the gross real estate value of any property owned directly or indirectly by the Company, calculated in accordance with a value certificate issued by an authorized independent value appraiser. The Business Manager shall not be entitled to such fee in the event of a material breach of the Business Management Agreement by the Business Manager. The Business Management Agreement shall remain in effect until the date falling five years from the date of the Business Management Agreement, if terminated with at least 18 months´ written notice, and otherwise prolonged with two years at the time until terminated with at least 12 months´ written notice. The fee falls due upon completion of the transaction that triggers the fee or upon divestment within 12 month...