Company Administration Clause Samples
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Company Administration. The Advisor shall keep or cause to be kept complete and appropriate records and books of account for the Company. Except as otherwise expressly provided herein, such books and records shall be maintained on a basis which allows the proper preparation of the Company's financial statements and tax returns. The books and records shall be maintained at the principal office of the Company.
Company Administration. 6.1 A true, complete and accurate copy of the memorandum and articles of association of the Company at the date of this Agreement is included in the Disclosure Documents, which memorandum and articles of association contain all documents required to accompany them under section 36 of the Act.
6.2 The Company has at all times carried on its business and affairs in accordance with its constitution (at the relevant time).
6.3 Each register, minute book and other book which the Company is required by law to keep has been properly kept and contains a true, complete and accurate record of the matters which it is required to record. No notice has been received or allegation made that a register or book is incorrect or should be rectified.
6.4 The Company, its directors, officers and employees have all complied with all the provisions of the Act in relation to the activities of the Company, and all returns, particulars, resolutions and other documents required by the provisions of the Act to be delivered on behalf of the Company to the Registrar of Companies or to any other authority, organisation, person or body:
6.4.1 have been properly made, delivered and filed;
6.4.2 were true, complete and accurate; and
6.4.3 were submitted within the relevant time period.
6.5 Neither the Company nor any class of its members has passed any resolution at annual general meetings which was special business.
6.6 There is no written resolution of the Company with a circulation date prior to the date of this Agreement which has not yet been passed by the members or else lapsed in accordance with the Act.
6.7 All dividends and distributions declared, made or paid by the Company have been declared, made or paid in accordance with its constitution (at the relevant time), all applicable legislation and any agreement or arrangement made with any third party regulating the payment of dividends and distributions by the Company, true, complete and accurate copies of which agreements or arrangements are included in the Disclosure Documents.
6.8 The Company has not given any power of attorney or other authority by which a person may enter into an agreement, arrangement or obligation on the Company's behalf (other than an authority for a director, other officer or employee to enter into an agreement in the normal and ordinary course of his duties).
Company Administration. 21 ARTICLE 18 MISCELLANEOUS................................................................21 18.1. Notices......................................................................21 18.2. Modification.................................................................22 18.3. Severability.................................................................22 18.4. Construction.................................................................22 18.5. Entire Agreement.............................................................22 18.6. Waiver 22 18.7. Number and Gender............................................................22 18.8. Titles Not to Affect Interpretation..........................................22 18.9. Counterparts.................................................................23 ADVISORY AGREEMENT This Advisory Agreement, dated as of ___________, 2004, is between SKB REIT, Inc., a Maryland corporation (the "General Partner"), SKB Operating Partnership, L.P., a Delaware limited partnership (the "OP"), and SKB Advisors LLC, a Delaware limited liability company (the "Agreement").
Company Administration. The Members select LOC as Administrator of the Company. Contemporaneously with the execution of this Agreement, the Company has executed and delivered an administrative service agreement (the "Administrative Agreement") to LOC. The Administrator may not be removed, and the Administrative Agreement may not be terminated or amended, except pursuant to the terms of the Administrative Agreement. If the Administrative Agreement is terminated or if LOC is removed as Administrator, the Management Committee shall (i) select ANR as the new Administrator, subject to ANR's written consent, and (ii) enter into a new Administrative Agreement with ANR with terms and conditions agreeable to both ANR and the Management Committee.
Company Administration. The Business Manager shall:
4.1. For the account of the Company arrange for the payment of all fees required for maintaining the Company in good standing with the company registrar in its country of registration.
4.2. The Business Manager shall maintain the Company's books and records in accordance with [Belgian] law and will keep such books and records available for inspection by the Company.
4.3. The Business Manager shall also prepare information material reasonably requested by the shareholders and/or the Board as well as background material for the various points on the agenda for shareholders/Board meetings.
Company Administration
Company Administration