Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board and the general partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person: (a) serve as the Company’s and the Partnership’s investment and financial advisor and, as requested by the Board, provide research and economic and statistical data in connection with the Company’s assets and investment policies; (b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership; (c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels; (d) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing; (e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation; (f) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership; (g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships; (h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders; (i) oversee the performance by a third party or Affiliated Property Manager of its duties, including collection of payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance; (j) conduct periodic on-site visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated Property Manager of its duties; (k) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated Property Manager and aggregate these property budgets into the Company’s overall budget; (l) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment and the overall portfolio of Properties and Real Estate-Related Investments; (m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment; (n) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis; (o) subject to the provisions of Sections 3(m) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related Investments; (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related Investment, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a non-Affiliated Property Manager and any other non-Affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related Investments; (p) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments; (q) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership; (r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance; (s) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related Investments; (t) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement; (u) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate; (v) provide the Company and the Partnership with all necessary cash management services; (w) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the Board; (x) notify the Board of all proposed material transactions before they are completed; (y) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities; (z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations; (aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board; (bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement; (cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and (dd) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 9 contracts
Samples: Advisory Agreement (Griffin-American Healthcare REIT IV, Inc.), Advisory Agreement (Griffin-American Healthcare REIT IV, Inc.), Advisory Agreement (Griffin-American Healthcare REIT IV, Inc.)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 11(b) of this agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. The Advisor shall also obtain Property Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections Paragraphs 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board over the management of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) Shares and acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers and the Board of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(if) oversee the performance by a third party or Affiliated the Property Manager Managers of its their duties, including collection and proper deposits of rental payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(jg) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated the related Property Manager of its duties;
(kh) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated each Property Manager and aggregate these property budgets into the Company’s overall budget;
(li) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(nj) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(ok) subject to the provisions of Sections 3(mParagraphs 3(l) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements leases and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the PartnershipCompany; (viivi) if applicable, oversee a non-Affiliated Property Manager affiliated property managers and any other non-Affiliated affiliated Persons who perform services for the Company; and (viiivii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pl) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments(as well as any financing acquired by the Company or the Partnership in connection with such investment);
(qm) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents required by them to properly evaluate the proposed investment in the Property;
(n) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(so) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(tp) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uq) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vr) provide the Company and the Partnership with all necessary cash management services;
(ws) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xt) notify the Board of all proposed material transactions before they are completed;
(yu) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddv) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 9 contracts
Samples: Advisory Agreement (Wells Real Estate Investment Trust Ii Inc), Advisory Agreement (Wells Real Estate Investment Trust Ii Inc), Advisory Agreement (Wells Real Estate Investment Trust Ii Inc)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board and the general partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) serve as the Company’s and the Partnership’s investment and financial advisor and, as requested by the Board, provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(i) oversee the performance by a third party or Affiliated Property Manager of its duties, including collection of payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(j) conduct periodic on-site visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated Property Manager of its duties;
(k) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated Property Manager and aggregate these property budgets into the Company’s overall budget;
(l) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment and the overall portfolio of Properties and Real Estate-Related Investments;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(n) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(o) subject to the provisions of Sections 3(m) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related Investments; (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related Investment, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a non-Affiliated Property Manager and any other non-Affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related Investments;
(p) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments;
(q) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(s) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related Investments;
(t) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(u) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(v) provide the Company and the Partnership with all necessary cash management services;
(w) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the Board;
(x) notify the Board of all proposed material transactions before they are completed;
(y) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(dd) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 8 contracts
Samples: Advisory Agreement (Grubb & Ellis Healthcare REIT II, Inc.), Advisory Agreement (Grubb & Ellis Healthcare REIT II, Inc.), Advisory Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s 's organization and staff with respect to the duties it will perform under this Agreement. The Advisor may also engage a Property Manager, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s 's performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board and the general partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(aA) serve as the Company’s 's and the Partnership’s 's investment and financial advisor and, as requested by the Board, provide research and economic and statistical data in connection with the Company’s 's assets and investment policies;
(bB) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership;
(cC) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s 's Shares, (ii) acting as transfer agent for the Company’s 's Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(dD) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(eE) make investments in and dispositions of Real Estate-Estate Related Investments Securities within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(fF) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(gG) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(hH) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(iI) oversee the performance by a third party or Affiliated affiliated Property Manager of its duties, including collection of payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(jJ) conduct periodic on-site visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated affiliated Property Manager of its duties;
(kK) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated affiliated Property Manager and aggregate these property budgets into the Company’s 's overall budget;
(lL) review and analyze on-going financial information pertaining to each Property, each Real Estate-Estate Related Investment Security and the overall portfolio of Properties and Real Estate-Estate Related InvestmentsSecurities;
(mM) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Estate Related InvestmentSecurity;
(nN) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(oO) subject to the provisions of Sections 3(m) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments other assets of the Company; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a non-Affiliated affiliated Property Manager and any other non-Affiliated affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pP) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related InvestmentsProperties;
(qQ) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership;
(rR) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(sS) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Estate Related InvestmentsSecurities;
(tT) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
; (uU) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vV) provide the Company and the Partnership with all necessary cash management services;
(wW) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Estate Related Investments Securities as may be required to be obtained by the Board;
(xX) notify the Board of all proposed material transactions before they are completed;
(yY) at the direction of Company management, prepare the Company’s 's periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s 's Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(zZ) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aaAA) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bbBB) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(ccCC) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddDD) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 5 contracts
Samples: Advisory Agreement (NNN Healthcare/Office REIT, Inc.), Advisory Agreement (NNN Healthcare/Office REIT, Inc.), Advisory Agreement (NNN Healthcare/Office REIT, Inc.)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 10(b) of this Agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. The Advisor may engage one or more Timber Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(aA) serve as the Company’s and the Partnership’s investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(bB) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership;
(cC) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) Shares and acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(dD) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(fE) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(iF) oversee the performance by a third party or Affiliated Property each Timber Manager of its duties, including collection of payments due from sales of timber and third parties under contracts related to use of any the Property and other assets of the Company and payment of Property expenses and maintenance;
(jG) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated Property the Timber Manager of its duties;
(kH) review, analyze and comment upon the operating budgets, capital budgets budgets, harvest schedules and leasing plans prepared and submitted by a third party or Affiliated Property the Timber Manager and aggregate these property budgets into the Company’s overall budget;
(lI) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(mJ) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related InvestmentProperty;
(nK) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(oL) subject to the provisions of Sections 3(m3(M) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any the Property and Real Estate-Related Investments other assets of the Company, including timber harvesting; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a the non-Affiliated Property affiliated Timber Manager and any other non-Affiliated affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pM) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related InvestmentsProperties;
(qN) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(sO) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(tP) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uQ) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vR) provide the Company and the Partnership with all necessary cash management services;
(wS) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xT) notify the Board of all proposed material transactions before they are completed;; and
(yU) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aaV) effect any private placements of Shares Units or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddW) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 5 contracts
Samples: Advisory Agreement (Wells Timberland REIT, Inc.), Advisory Agreement (Wells Timberland REIT, Inc.), Advisory Agreement (Wells Timberland REIT, Inc.)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (2) to manage, administer, promote, maintain, maintain and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. The Advisor or the Company may engage a Property Manager, which may include Affiliates of the Advisor, to manage, promote and lease the Properties. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board and the general partner General Partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s investment and financial advisor and, as requested by the Board, provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(gf) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(hg) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(ih) oversee the performance by a third party or Affiliated affiliated Property Manager of its duties, including collection of payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(ji) conduct periodic on-site visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated affiliated Property Manager of its duties;
(kj) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated affiliated Property Manager and aggregate these property budgets into the Company’s overall budget;
(lk) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(ml) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related InvestmentProperty;
(nm) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(on) subject to the provisions of Sections 3(m3(l) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; , (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; , (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related Investments; Property, (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments other assets of the Company; , (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; , (vii) if applicable, oversee a non-Affiliated affiliated Property Manager and any other non-Affiliated affiliated Persons who perform services for the Company; Company and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(po) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related InvestmentsProperties;
(qp) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership;
(rq) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(sr) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(ts) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(ut) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vu) provide the Company and the Partnership with all necessary cash management services;
(wv) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the Board;
(xw) notify the Board of all proposed material transactions before they are completed;
(yx) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(zy) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aaz) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bbaa) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(ccbb) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddcc) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 4 contracts
Samples: Advisory Agreement (REITPlus, Inc.), Advisory Agreement (REITPlus, Inc.), Advisory Agreement (REITPlus, Inc.)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Paragraph 11(b) of this Agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s 's organization and staff with respect to the duties it will perform under this Agreement. The Advisor shall also obtain Property Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s 's performance of these undertakings, but subject to the restrictions included in Sections Paragraphs 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board over the management of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s 's investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s 's assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) 's Shares and acting as transfer agent for the Company’s 's Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers and the Board of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(if) oversee the performance by a third party or Affiliated the Property Manager Managers of its their duties, including collection and proper deposits of rental payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenancemaintenance expenses;
(jg) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated the related Property Manager of its duties;
(kh) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated each Property Manager and aggregate these property budgets into the Company’s 's overall budget;
(li) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(nj) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(ok) subject to the provisions of Sections 3(mParagraphs 3(l) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements leases and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the PartnershipCompany; (viivi) if applicable, oversee a non-Affiliated Property Manager affiliated property managers and any other non-Affiliated affiliated Persons who perform services for the Company; and (viiivii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pl) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments(as well as any financing acquired by the Company or the Partnership in connection with such investment);
(qm) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents required by them to properly evaluate the proposed investment in the Property;
(n) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(so) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(tp) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uq) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vr) provide the Company and the Partnership with all necessary cash management services;
(ws) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xt) notify the Board of all proposed material transactions before they are completed;
(yu) at the direction of Company management, prepare the Company’s 's periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement 's registration statements as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddv) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 4 contracts
Samples: Advisory Agreement (Wells Real Estate Investment Trust Ii Inc), Advisory Agreement (Wells Real Estate Investment Trust Ii Inc), Advisory Agreement (Wells Real Estate Investment Trust Ii Inc)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 11(b) of this agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. The Advisor shall also obtain Property Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections Paragraphs 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board over the management of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) Shares and acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not not’ limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers and the Board of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(if) oversee the performance by a third party or Affiliated the Property Manager Managers of its their duties, including collection and proper deposits of rental payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(jg) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated the related Property Manager of its duties;
(kh) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated each Property Manager and aggregate these property budgets into the Company’s overall budget;
(li) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(nj) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(ok) subject to the provisions of Sections 3(mParagraphs 3(l) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements leases and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the PartnershipCompany; (viivi) if applicable, oversee a non-Affiliated Property Manager affiliated property managers and any other non-Affiliated affiliated Persons who perform services for the Company; and (viiivii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pl) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments(as well as any financing acquired by the Company or the Partnership in connection with such investment);
(qm) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents required by them to properly evaluate the proposed investment in the Property;
(n) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(so) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(tp) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uq) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vr) provide the Company and the Partnership with all necessary cash management services;
(ws) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xt) notify the Board of all proposed material transactions before they are completed;
(y) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddu) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 3 contracts
Samples: Advisory Agreement (Wells Real Estate Investment Trust Ii Inc), Advisory Agreement (Wells Real Estate Investment Trust Ii Inc), Advisory Agreement (Wells Real Estate Investment Trust Ii Inc)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (2ii) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent mannerinvestment allocation method described at Paragraph 11(b) of this Agreement. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s 's organization and staff with respect to the duties it will perform under this Agreement. To facilitate the Advisor’s 's performance of these undertakings, but subject to the restrictions included in Sections Paragraphs 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board over the management of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s 's investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s 's assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;level; and
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers and the Board of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(i) oversee the performance by a third party or Affiliated Property Manager of its duties, including collection of payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(jf) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated the related Property Manager of its duties;
(kg) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated each Property Manager and aggregate these property budgets into the Company’s 's overall budget;
(lh) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(ni) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(oj) subject to the provisions of Sections 3(mParagraphs 3(i) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements leases and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a non-Affiliated Property Manager and any other non-Affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related Investments;
(pk) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments(as well as any financing acquired by the Company or the Partnership in connection with such investment);
(ql) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents required by them to properly evaluate the proposed investment in the Property;
(m) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(sn) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(to) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(up) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vq) provide the Company and the Partnership with all necessary cash management services;
(wr) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xs) notify the Board of all proposed material transactions before they are completed;
(yt) at the direction of Company management, prepare the Company’s 's periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement 's registration statements as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddu) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement. Notwithstanding the foregoing list of duties of the Advisor, the Advisor has no obligation hereunder to provide the Stockholder and communication services that are the subject of the Investor Services Agreement nor the property management services that are the subject of the Master Property Management, Leasing and Construction Management Agreement, nor any other services provided for pursuant to any other agreements entered into between the Company and the Advisor and its Affiliates not mentioned herein.
Appears in 3 contracts
Samples: Transition Services Agreement (Columbia Property Trust, Inc.), Transition Services Agreement (Wells Real Estate Investment Trust Ii Inc), Renewal Advisory Agreement (Columbia Property Trust, Inc.)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 11(b) of this agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. The Advisor shall also obtain Property Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections Paragraphs 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board over the management of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) Shares and acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property asset and Company levels;
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers and the Board of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(if) oversee the performance by a third party or Affiliated the Property Manager Managers of its their duties, including collection and proper deposits of rental payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(jg) oversee the performance by the loan servicers of their duties, including collection, and other loan administration services;
(h) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated the related Property Manager of its duties;
(ki) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated each Property Manager and aggregate these property budgets into the Company’s overall budget;
(lj) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Loan and other Permitted Investment and the overall portfolio of Properties Properties, Loans and Real Estate-Related other Permitted Investments;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(nk) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties Properties, Loans and other Permitted Investments on an overall portfolio basis;
(ol) subject to the provisions of Sections Paragraphs 3(m) and 4 hereof, (i) locate, analyze and select potential investments in Properties Properties, Loans and Real Estate-Related other Permitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties Properties, Loans and Real Estate-Related other Permitted Investments will be made; (iii) make investments in Properties Properties, Loans and Real Estate-Related other Permitted Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related Investmentsany Property, Loan or other Permitted Investment; (v) enter into leasesleases and service contracts, supply agreements and as applicable, for each Property, Loan or other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related Investment, Permitted Investment including oversight of Affiliated companies that perform property management services or loan servicing for the Company and the PartnershipCompany; (viivi) if applicable, oversee a non-Affiliated Property Manager affiliated property managers and any loan servicers and other non-Affiliated affiliated Persons who perform services for the Company; and (viiivii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property Property, Loan or Real Estate-Related Investmentsother Permitted Investment;
(pm) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties Properties, Loans and Real Estate-Related Investmentsother Permitted Investments (as well as any financing acquired by the Company or the Partnership in connection with such investment);
(qn) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents required by them to properly evaluate the proposed investment in the Property, Loan or other Permitted Investment;
(o) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(sp) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Properties, Loans and the Partnership in Properties or Real Estate-Related other Permitted Investments;
(tq) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(ur) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vs) provide the Company and the Partnership with all necessary cash management services;
(wt) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties Properties, Loans and all valuations of Real Estate-Related Investments as may be required to be obtained by the Boardother Permitted Investments;
(xu) notify the Board of all proposed material transactions before they are completed;
(yv) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddw) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 3 contracts
Samples: Advisory Agreement (Wells Core Office Income Reit Inc), Advisory Agreement (Wells Core Office Income Reit Inc), Advisory Agreement (Wells Real Estate Investment Trust Iii Inc)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Paragraph 11(b) of this Agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional prudent asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s 's organization and staff with respect to the duties it will perform under this Agreement. The Advisor shall also obtain Property Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s 's performance of these undertakings, but subject to the restrictions included in Sections Paragraphs 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board over the management of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s 's investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s 's assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) 's Shares and acting as transfer agent for the Company’s 's Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property asset and Company levels;
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers and the Board of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(if) oversee the performance by a third party or Affiliated the Property Manager Managers of its their duties, including collection and proper deposits of rental payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenancemaintenance expenses;
(jg) oversee the performance by the loan servicers of their duties, including collection, and other loan administration services;
(h) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated the related Property Manager of its duties;
(ki) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated each Property Manager and aggregate these property budgets into the Company’s 's overall budget;
(lj) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Loan and other Permitted Investment and the overall portfolio of Properties Properties, Loans and Real Estate-Related other Permitted Investments;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(nk) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties Properties, Loans and other Permitted Investments on an overall portfolio basis;
(ol) subject to the provisions of Sections Paragraphs 3(m) and 4 hereof, (i) locate, analyze and select potential investments in Properties Properties, Loans and Real Estate-Related other Permitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties Properties, Loans and Real Estate-Related other Permitted Investments will be made; (iii) make coordinate the making of investments in Properties Properties, Loans and Real Estate-Related other Permitted Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose coordinate disposition of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related Investmentsany Property, Loan or other Permitted Investment; (v) enter into leasesservice contracts, supply agreements and as applicable, for each Property, Loan or other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related Investment, Permitted Investment including oversight of Affiliated companies that perform property management services or loan servicing for the Company and the PartnershipCompany; (viivi) if applicable, oversee a non-Affiliated Property Manager affiliated property managers and any loan servicers and other non-Affiliated affiliated Persons who perform services for the Company; (vii) negotiate, and present to the Company for execution by the Company, all leases for each Property; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property Property, Loan or Real Estate-Related Investmentsother Permitted Investment;
(pm) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all Major Leases and material amendments to Major Leases and all investments in Properties Properties, Loans and Real Estate-Related Investmentsother Permitted Investments (as well as any financing acquired by the Company or the Partnership in connection with such investment);
(qn) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents required by them to properly evaluate the proposed investment in the Property, Loan or other Permitted Investment;
(o) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(sp) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Properties, Loans and the Partnership in Properties or Real Estate-Related other Permitted Investments;
(tq) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(ur) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vs) provide the Company and the Partnership with all necessary cash management services;
(wt) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties Properties, Loans and all valuations of Real Estate-Related Investments as may be required to be obtained by the Boardother Permitted Investments;
(xu) notify the Board of all proposed material transactions before they are completed;
(yv) at the direction of Company management, prepare the Company’s 's periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s 's Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddw) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 3 contracts
Samples: Advisory Agreement (Wells Core Office Income Reit Inc), Advisory Agreement (Wells Core Office Income Reit Inc), Advisory Agreement (Wells Core Office Income Reit Inc)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Paragraph 11(b) of this Agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional prudent asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. The Advisor shall also obtain Property Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections Paragraphs 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board over the management of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) Shares and acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property asset and Company levels;
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers and the Board of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(if) oversee the performance by a third party or Affiliated the Property Manager Managers of its their duties, including collection and proper deposits of rental payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenancemaintenance expenses;
(jg) oversee the performance by the loan servicers of their duties, including collection, and other loan administration services;
(h) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated the related Property Manager of its duties;
(ki) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated each Property Manager and aggregate these property budgets into the Company’s overall budget;
(lj) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Loan and other Permitted Investment and the overall portfolio of Properties Properties, Loans and Real Estate-Related other Permitted Investments;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(nk) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties Properties, Loans and other Permitted Investments on an overall portfolio basis;
(ol) subject to the provisions of Sections Paragraphs 3(m) and 4 hereof, (i) locate, analyze and select potential investments in Properties Properties, Loans and Real Estate-Related other Permitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties Properties, Loans and Real Estate-Related other Permitted Investments will be made; (iii) make coordinate the making of investments in Properties Properties, Loans and Real Estate-Related other Permitted Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose coordinate disposition of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related Investmentsany Property, Loan or other Permitted Investment; (v) enter into leasesservice contracts, supply agreements and as applicable, for each Property, Loan or other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related Investment, Permitted Investment including oversight of Affiliated companies that perform property management services or loan servicing for the Company and the PartnershipCompany; (viivi) if applicable, oversee a non-Affiliated Property Manager affiliated property managers and any loan servicers and other non-Affiliated affiliated Persons who perform services for the Company; (vii) negotiate, and present to the Company for execution by the Company, all leases for each Property; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property Property, Loan or Real Estate-Related Investmentsother Permitted Investment;
(pm) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all Major Leases and material amendments to Major Leases and all investments in Properties Properties, Loans and Real Estate-Related Investmentsother Permitted Investments (as well as any financing acquired by the Company or the Partnership in connection with such investment);
(qn) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents required by them to properly evaluate the proposed investment in the Property, Loan or other Permitted Investment;
(o) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(sp) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Properties, Loans and the Partnership in Properties or Real Estate-Related other Permitted Investments;
(tq) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(ur) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vs) provide the Company and the Partnership with all necessary cash management services;
(wt) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties Properties, Loans and all valuations of Real Estate-Related Investments as may be required to be obtained by the Boardother Permitted Investments;
(xu) notify the Board of all proposed material transactions before they are completed;
(yv) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddw) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 3 contracts
Samples: Advisory Agreement (Wells Core Office Income Reit Inc), Advisory Agreement (Wells Core Office Income Reit Inc), Advisory Agreement (Wells Core Office Income Reit Inc)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 11(b) of this agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s 's organization and staff with respect to the duties it will perform under this Agreement. The Advisor shall also obtain Property Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s 's performance of these undertakings, but subject to the restrictions included in Sections Paragraphs 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board over the management of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s 's investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s 's assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders Shareholders and their ownership of the Company’s Shares, (ii) 's Shares and acting as transfer agent for the Company’s 's Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers and the Board of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(if) oversee the performance by a third party or Affiliated the Property Manager Managers of its their duties, including collection and proper deposits of rental payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(jg) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated the related Property Manager of its duties;
(kh) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated each Property Manager and aggregate these property budgets into the Company’s 's overall budget;
(li) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(nj) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(ok) subject to the provisions of Sections 3(mParagraphs 3(l) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements leases and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the PartnershipCompany; (viivi) if applicable, oversee a non-Affiliated Property Manager affiliated property managers and any other non-Affiliated affiliated Persons who perform services for the Company; and (viiivii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pl) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments(as well as any financing acquired by the Company or the Partnership in connection with such investment);
(qm) if a transaction requires approval by the Board of Trustees, deliver to the Board of Trustees all documents required by them to properly evaluate the proposed investment in the Property;
(n) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(so) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(tp) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uq) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vr) provide the Company and the Partnership with all necessary cash management services;
(ws) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xt) notify the Board of all proposed material transactions before they are completed;
(y) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddu) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 2 contracts
Samples: Advisory Agreement (Hartman Commercial Properties Reit), Advisory Agreement (Hartman Commercial Properties Reit)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Paragraph 11(b) of this Agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. The Advisor shall also obtain Property Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections Paragraphs 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board over the management of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) Shares and acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers and the Board of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(if) oversee the performance by a third party or Affiliated the Property Manager Managers of its their duties, including collection and proper deposits of rental payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenancemaintenance expenses;
(jg) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated the related Property Manager of its duties;
(kh) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated each Property Manager and aggregate these property budgets into the Company’s overall budget;
(li) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(nj) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(ok) subject to the provisions of Sections 3(mParagraphs 3(l) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements leases and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the PartnershipCompany; (viivi) if applicable, oversee a non-Affiliated Property Manager affiliated property managers and any other non-Affiliated affiliated Persons who perform services for the Company; and (viiivii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pl) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments(as well as any financing acquired by the Company or the Partnership in connection with such investment);
(qm) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents required by them to properly evaluate the proposed investment in the Property;
(n) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(so) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(tp) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uq) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vr) provide the Company and the Partnership with all necessary cash management services;
(ws) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xt) notify the Board of all proposed material transactions before they are completed;
(yu) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement registration statements as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddv) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 2 contracts
Samples: Advisory Agreement (Wells Real Estate Investment Trust Ii Inc), Advisory Agreement (Wells Real Estate Investment Trust Ii Inc)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 10(b) of this Agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s 's organization and staff with respect to the duties it will perform under this Agreement. The Advisor may engage one or more Timber Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s 's performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(aA) serve as the Company’s 's and the Partnership’s 's investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s 's assets and investment policies;
(bB) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership;
(cC) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) 's Shares and acting as transfer agent for the Company’s 's Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(dD) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(fE) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(iF) oversee the performance by a third party or Affiliated Property each Timber Manager of its duties, including collection of payments due from sales of timber and third parties under contracts related to use of any the Property and other assets of the Company and payment of Property expenses and maintenance;
(jG) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated Property the Timber Manager of its duties;
(kH) review, analyze and comment upon the operating budgets, capital budgets budgets, harvest schedules and leasing plans prepared and submitted by a third party or Affiliated Property the Timber Manager and aggregate these property budgets into the Company’s 's overall budget;
(lI) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(mJ) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related InvestmentProperty;
(nK) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(oL) subject to the provisions of Sections 3(m3(M) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any the Property and Real Estate-Related Investments other assets of the Company, including timber harvesting; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a the non-Affiliated Property affiliated Timber Manager and any other non-Affiliated affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pM) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related InvestmentsProperties;
(qN) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(sO) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(tP) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uQ) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vR) provide the Company and the Partnership with all necessary cash management services;
(wS) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xT) notify the Board of all proposed material transactions before they are completed;; and
(yU) at the direction of Company management, prepare the Company’s 's periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s 's Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aaV) effect any private placements of Shares Units or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddW) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 2 contracts
Samples: Advisory Agreement (Wells Timber Real Estate Investment Trust, Inc.), Advisory Agreement (Wells Timberland REIT, Inc.)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s 's organization and staff with respect to the duties it will perform under this Agreement. The Advisor may also engage a Property Manager, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s 's performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board and the general partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s 's and the Partnership’s 's investment and financial advisor and, as requested by the Board, provide research and economic and statistical data in connection with the Company’s 's assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s 's Shares, (ii) acting as transfer agent for the Company’s 's Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Estate Related Investments Securities within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(i) oversee the performance by a third party or Affiliated affiliated Property Manager of its duties, including collection of payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(j) conduct periodic on-site visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated affiliated Property Manager of its duties;
(k) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated affiliated Property Manager and aggregate these property budgets into the Company’s 's overall budget;
(l) review and analyze on-going financial information pertaining to each Property, each Real Estate-Estate Related Investment Security and the overall portfolio of Properties and Real Estate-Estate Related InvestmentsSecurities;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Estate Related InvestmentSecurity;
(n) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(o) subject to the provisions of Sections 3(m) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments other assets of the Company; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a non-Affiliated affiliated Property Manager and any other non-Affiliated affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(p) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related InvestmentsProperties;
(q) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(s) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Estate Related InvestmentsSecurities;
(t) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(u) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(v) provide the Company and the Partnership with all necessary cash management services;
(w) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Estate Related Investments Securities as may be required to be obtained by the Board;
(x) notify the Board of all proposed material transactions before they are completed;
(y) at the direction of Company management, prepare the Company’s 's periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s 's Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(dd) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (NNN Healthcare/Office REIT, Inc.)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. To facilitate the Advisor’s performance of these undertakings, but subject Subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging an Affiliate or a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personthird party, use its reasonable efforts to:
(a) serve as the Company’s 's and the Partnership’s 's investment and financial advisor andadviser with respect to the allocation of the Company's assets among Properties, as requested by the Boardmortgage instruments, and various types of real estate related securities, including but not limited to:
(i) provide research and economic and statistical data in connection with the Company’s 's assets and investment policies; and
(ii) engage and supervise investment advisers with suitable experience for managing and advising the Company's portfolios of real estate related securities;
(b) present to the Company and the Partnership potential Property investment opportunities to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 10(b) of this Agreement and manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner, including but not limited to:
(i) oversee the performance by a third party or affiliated Property Manager of its duties, including collection of payments due from sales to third parties under contracts related to use of the Property and other assets of the Company and payment of Property expenses and maintenance;
(ii) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of the Property Manager of its duties;
(iii) review, analyze and comment upon the operating budgets, capital budgets, and leasing plans prepared and submitted by the Property Manager and aggregate these property budgets into the Company's overall budget;
(iv) review and analyze on-going financial information pertaining to each Property and the overall portfolio of Properties;
(v) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property;
(vi) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(vii) subject to the provisions of Sections 3(m) and 4 hereof, (A) locate, analyze and select potential investments in Properties, (B) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties will be made; (C) make investments in Properties on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (D) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Property; (E) negotiate and enter into leases, supply agreements and other income-producing contracts relating to third party use of the Property and other assets of the Company; (F) enter into service contracts for Property, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (G) oversee the non-affiliated Property Managers and other non-affiliated Persons who perform services for the Company; and (H) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property;
(viii) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties; and
(ix) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance.
(c) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership;, including but not limited to:
(ci) maintain and preserve the books and records of the Company, including (iA) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s 's Shares, (iiB) acting as transfer agent for the Company’s 's Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iiiC) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(fii) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(i) oversee the performance by a third party or Affiliated Property Manager of its duties, including collection of payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(j) conduct periodic on-site visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated Property Manager of its duties;
(k) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated Property Manager and aggregate these property budgets into the Company’s overall budget;
(l) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment and the overall portfolio of Properties and Real Estate-Related Investments;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(n) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(o) subject to the provisions of Sections 3(m) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related Investments; (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related Investment, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a non-Affiliated Property Manager and any other non-Affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related Investments;
(p) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments;
(q) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(siv) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsCompany;
(tv) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uvi) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vvii) provide the Company and the Partnership with all necessary cash management services;
(w) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the Board;
(x) notify the Board of all proposed material transactions before they are completed;
(yviii) at the direction of Company management, prepare the Company’s 's periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s 's Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(zix) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aax) effect instruct any private placements of Shares or other interests in Properties as may be approved Custodian to execute transactions with respect to securities held by the BoardCompany and instruct any brokers or dealers executing orders on behalf of the Company to forward copies of all confirmation to the Custodian promptly after execution of transactions;
(bbxi) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, equipment experience and personnel advice of the members of the Advisor's organization and staff with respect to the duties it will perform under this Agreement. The Advisor may engage one or more property managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. The Advisor may engage one or more sub-advisors to manage and advise portfolios of specific types of real estate related securities held by the Company. The Advisor may also investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as required the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, valuation experts, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services as services, including but not limited to entering into contracts in the Advisor; and
(dd) do all things it reasonably deems necessary to assure its ability to render name of the services described in this Agreement.Company and the Partnership with any of the foregoing
Appears in 1 contract
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 10(b) of this Agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s 's organization and staff with respect to the duties it will perform under this Agreement. The Advisor may engage one or more Timber Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s 's performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(aA) serve as the Company’s 's and the Partnership’s 's investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s 's assets and investment policies;
(bB) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership;
(cC) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) 's Shares and acting as transfer agent for the Company’s 's Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(dD) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(fE) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(iF) oversee the performance by a third party or Affiliated Property each Timber Manager of its duties, including collection of payments due from sales of timber and third parties under contracts related to use of any the Property and other assets of the Company and payment of Property expenses and maintenance;
(jG) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated Property the Timber Manager of its duties;
(kH) review, analyze and comment upon the operating budgets, capital budgets budgets, harvest schedules and leasing plans prepared and submitted by a third party or Affiliated Property the Timber Manager and aggregate these property budgets into the Company’s 's overall budget;
(lI) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(mJ) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related InvestmentProperty;
(nK) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(oL) subject to the provisions of Sections 3(m3(M) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any the Property and Real Estate-Related Investments other assets of the Company, including timber harvesting; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a the non-Affiliated Property affiliated Timber Manager and any other non-Affiliated affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pM) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related InvestmentsProperties;
(qN) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(sO) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(tP) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uQ) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vR) provide the Company and the Partnership with all necessary cash management services;
(wS) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xT) notify the Board of all proposed material transactions before they are completed;; and
(yU) at the direction of Company management, prepare the Company’s 's periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s 's Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aaV) effect any private placements of Shares limited partner interests in the Partnership or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddW) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 1 contract
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 10(b) of this Agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. The Advisor may engage one or more Timber Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) Shares and acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(if) oversee the performance by a third party or Affiliated Property each Timber Manager of its duties, including collection of payments due from sales of timber and third parties under contracts related to use of any the Property and other assets of the Company and payment of Property expenses and maintenance;
(jg) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated Property the Timber Manager of its duties;
(kh) review, analyze and comment upon the operating budgets, capital budgets budgets, harvest schedules and leasing plans prepared and submitted by a third party or Affiliated Property the Timber Manager and aggregate these property budgets into the Company’s overall budget;
(li) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(mj) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related InvestmentProperty;
(nk) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(ol) subject to the provisions of Sections 3(m) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any the Property and Real Estate-Related Investments other assets of the Company, including timber harvesting; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a the non-Affiliated Property affiliated Timber Manager and any other non-Affiliated affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pm) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related InvestmentsProperties;
(qn) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(so) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(tp) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uq) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vr) provide the Company and the Partnership with all necessary cash management services;
(ws) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xt) notify the Board of all proposed material transactions before they are completed;; and
(yu) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aav) effect any private placements of Shares Units or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddw) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (Wells Timber Real Estate Investment Trust, Inc.)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section11(b) of this agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. The Advisor shall also obtain Property Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections Paragraphs 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board over the management of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders Shareholders and their ownership of the Company’s Shares, (ii) Shares and acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers and the Board of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(if) oversee the performance by a third party or Affiliated the Property Manager Managers of its their duties, including collection and proper deposits of rental payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(jg) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated the related Property Manager of its duties;
(kh) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated each Property Manager and aggregate these property budgets into the Company’s overall budget;
(li) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(nj) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(ok) subject to the provisions of Sections 3(mParagraphs 3(l) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements leases and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the PartnershipCompany; (viivi) if applicable, oversee a non-Affiliated Property Manager affiliated property managers and any other non-Affiliated affiliated Persons who perform services for the Company; and (viiivii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pl) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments(as well as any financing acquired by the Company or the Partnership in connection with such investment);
(qm) if a transaction requires approval by the Board of Trustees, deliver to the Board of Trustees all documents required by them to properly evaluate the proposed investment in the Property;
(n) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(so) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(tp) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uq) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vr) provide the Company and the Partnership with all necessary cash management services;
(ws) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xt) notify the Board of all proposed material transactions before they are completed;
(y) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddu) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (Hartman Commercial Properties Reit)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 10(b) of this Agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s 's organization and staff with respect to the duties it will perform under this Agreement. The Advisor shall also engage a Timber Manager, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s 's performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(aA) serve as the Company’s 's and the Partnership’s 's investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s 's assets and investment policies;
(bB) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership;
(cC) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) 's Shares and acting as transfer agent for the Company’s 's Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(dD) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(fE) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(iF) oversee the performance by a third party or Affiliated Property the Timber Manager of its duties, including collection of payments due from sales of timber and third parties under contracts related to use of any the Property and other assets of the Company and payment of Property expenses and maintenance;
(jG) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated Property the Timber Manager of its duties;
(kH) review, analyze and comment upon the operating budgets, capital budgets budgets, harvest schedules and leasing plans prepared and submitted by a third party or Affiliated Property the Timber Manager and aggregate these property budgets into the Company’s 's overall budget;
(lI) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(mJ) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related InvestmentProperty;
(nK) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(oL) subject to the provisions of Sections 3(m3(l) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any the Property and Real Estate-Related Investments other assets of the Company, including timber harvesting; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a the non-Affiliated Property affiliated Timber Manager and any other non-Affiliated affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(p) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments;
(q) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(s) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related Investments;
(t) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(u) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(v) provide the Company and the Partnership with all necessary cash management services;
(w) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the Board;
(x) notify the Board of all proposed material transactions before they are completed;
(y) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(dd) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (Wells Timber Real Estate Investment Trust, Inc.)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis assets and operations of the Company in a professional and diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset executives and managers of other similar property portfolioscompanies. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board and the general partner of the PartnershipBoard, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) serve as the Company’s sole and the Partnership’s investment exclusive operations and financial advisor and, as requested by the Board, provide research such information and economic and statistical data in connection as may be requested from time to time with respect to the Company’s assets operations and investment policiesfinancial results;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at with respect to the Property and Company levelsCompany;
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, buildersconstruction contractors, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make capital investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment financial and operational objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the StockholdersCompany;
(i) oversee the performance by a third party or Affiliated Property Manager of its dutiesAffiliates, including collection of payments due from third parties under contracts the payment of expenses related to use of any Property the Company’s business and other assets of the Company and payment of Property expenses and maintenanceoperations;
(j) conduct periodic on-site visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated Property Manager of its duties;
(k) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated Property Manager the like and aggregate these property budgets into the Company’s overall budget;
(lk) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment and the overall portfolio of Properties and Real Estate-Related InvestmentsCompany’s operations;
(ml) if a an action or transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property action or the Real Estate-Related Investmenttransaction;
(nm) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition marketing of Properties on an overall portfolio basisthe Company;
(o) subject to the provisions of Sections 3(m) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related Investments, business opportunities; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Real Estate-Related Investments will be madefor new business opportunities; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) on a best efforts basis, arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties Company’s assets and Real Estate-Related Investmentsinvestments; (v) enter into leasessupply agreements, supply agreements leases and other income-producing contracts relating acquire property interests related to third party use of any Property and Real Estate-Related Investments of the Company’s operations; (vi) enter into service contracts for any Property or Real Estate-Related Investment, including oversight of Affiliated companies that perform property management services for the Company and the Partnershipcontracts; (vii) if applicable, oversee a nonthe performance of all third-Affiliated Property Manager and any other non-Affiliated Persons who perform services for the Companyparty contractors; and (viii) to the extent necessary, perform all other operational functions for the operation and maintenance of the Company and administration of such Property or Real Estate-Related Investmentsits assets;
(po) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investmentsoutside of the ordinary course of the Company’s business;
(qp) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(rq) on behalf of the Company and the PartnershipCompany, maintain, with respect customary insurance, including but not limited to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(s) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related Investments;
(tr) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(u) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vs) provide the Company and the Partnership with all necessary cash management services;
(w) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the Board;
(xt) notify the Board of all proposed material transactions before they are completed;
(y) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(zu) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relationsagencies;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bbv) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(ccw) at the expense of the Company, provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddx) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 1 contract
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (2ii) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent mannerinvestment allocation method described at Paragraph 11(b) of this Agreement. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s 's organization and staff with respect to the duties it will perform under this Agreement. To facilitate the Advisor’s 's performance of these undertakings, but subject to the restrictions included in Sections Paragraphs 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board over the management of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s 's investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s 's assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levelslevel;
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers and the Board of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(i) oversee the performance by a third party or Affiliated Property Manager of its duties, including collection of payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(jf) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated the related Property Manager of its duties;
(kg) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated each Property Manager and aggregate these property budgets into the Company’s 's overall budget;
(lh) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(ni) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(oj) subject to the provisions of Sections 3(mParagraphs 3(i) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; and (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements leases and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a non-Affiliated Property Manager and any other non-Affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related Investments;
(pk) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments(as well as any financing acquired by the Company or the Partnership in connection with such investment);
(ql) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents required by them to properly evaluate the proposed investment in the Property;
(m) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(sn) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(to) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(up) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vq) provide the Company and the Partnership with all necessary cash management services;
(wr) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xs) notify the Board of all proposed material transactions before they are completed;
(yt) at the direction of Company management, prepare the Company’s 's periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement 's registration statements as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddu) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement. Notwithstanding the foregoing list of duties of the Advisor, the Advisor has no obligation hereunder to provide the Stockholder and communication services that are provided by Xxxxx REF pursuant to the Investor Services Agreement nor the property management services that are provided by the Manager pursuant to the Master Property Management, Leasing and Construction Management Agreement, nor any other services provided for pursuant to any other agreements entered into between the Company and the Advisor and its Affiliates not mentioned herein.
Appears in 1 contract
Samples: Advisory Agreement (Wells Real Estate Investment Trust Ii Inc)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. The Advisor may also engage a Property Manager, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board and the general partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s investment and financial advisor and, as requested by the Board, provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) acting as transfer agent for the Company’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Estate Related Investments Securities within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(i) oversee the performance by a third party or Affiliated Property Manager of its duties, including collection of payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(j) conduct periodic on-site visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated Property Manager of its duties;
(k) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated Property Manager and aggregate these property budgets into the Company’s overall budget;
(l) review and analyze on-going financial information pertaining to each Property, each Real Estate-Estate Related Investment Security and the overall portfolio of Properties and Real Estate-Estate Related InvestmentsSecurities;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Estate Related InvestmentSecurity;
(n) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(o) subject to the provisions of Sections 3(m) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments other assets of the Company; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a non-Affiliated Property Manager and any other non-Affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(p) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related InvestmentsProperties;
(q) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(s) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Estate Related InvestmentsSecurities;
(t) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(u) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(v) provide the Company and the Partnership with all necessary cash management services;
(w) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Estate Related Investments Securities as may be required to be obtained by the Board;
(x) notify the Board of all proposed material transactions before they are completed;
(y) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(dd) do all things it reasonably deems necessary use reasonable efforts to assure its ability cooperate with the Company, consistent with the Company’s current strategic plan (which may change from time to render time) to self-manage operations and to achieve substantial self-management by the services described in this Agreement.end of the Offering Stage pursuant to Section 11 below;
Appears in 1 contract
Samples: Advisory Agreement (Grubb & Ellis Healthcare REIT, Inc.)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 10(b) of this Agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s 's organization and staff with respect to the duties it will perform under this Agreement. The Advisor shall also engage a Timber Manager, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s 's performance of these undertakings, but subject to the restrictions included in Sections 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(aA) serve as the Company’s 's and the Partnership’s 's investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s 's assets and investment policies;
(bB) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Partnership;
(cC) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares, (ii) 's Shares and acting as transfer agent for the Company’s 's Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(dD) investigate, select, and, on behalf of the Company and the Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(fE) consult with the officers of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the Partnership;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(iF) oversee the performance by a third party or Affiliated Property the Timber Manager of its duties, including collection of payments due from sales of timber and third parties under contracts related to use of any the Property and other assets of the Company and payment of Property expenses and maintenance;
(jG) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated Property the Timber Manager of its duties;
(kH) review, analyze and comment upon the operating budgets, capital budgets budgets, harvest schedules and leasing plans prepared and submitted by a third party or Affiliated Property the Timber Manager and aggregate these property budgets into the Company’s 's overall budget;
(lI) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(mJ) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related InvestmentProperty;
(nK) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(oL) subject to the provisions of Sections 3(m3(M) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements and other income-producing contracts relating to third party use of any the Property and Real Estate-Related Investments other assets of the Company, including timber harvesting; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the Partnership; (vii) if applicable, oversee a the non-Affiliated Property affiliated Timber Manager and any other non-Affiliated affiliated Persons who perform services for the Company; and (viii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pM) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related InvestmentsProperties;
(qN) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the Partnership, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the Partnership;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(sO) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(tP) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uQ) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vR) provide the Company and the Partnership with all necessary cash management services;
(wS) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xT) notify the Board of all proposed material transactions before they are completed;; and
(yU) at the direction of Company management, prepare the Company’s 's periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s 's Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aaV) effect any private placements of Shares Units or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddW) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (Wells Timber Real Estate Investment Trust, Inc.)
Duties and Authority of the Advisor. The Advisor undertakes to use its commercially reasonable efforts (1) to present to the Company and the Partnership potential investment opportunities in order to provide a continuing and suitable investment program consistent with (i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 11(b) of this agreement and (2) to manage, administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s 's organization and staff with respect to the duties it will perform under this Agreement. The Advisor shall also obtain Property Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s 's performance of these undertakings, but subject to the restrictions included in Sections Paragraphs 4 and 7 and the provisions of Section 11 and to the continuing and exclusive authority of the Board over the management of the Company and the general partner of the Partnership, the Company and the Partnership hereby delegate delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly or by engaging a duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Personan Affiliate:
(a) serve as the Company’s and the Partnership’s 's investment and financial advisor and, as requested by the Board, and provide research and economic and statistical data in connection with the Company’s 's assets and investment policies;
(b) provide the daily management of the Company and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the PartnershipCompany;
(c) maintain and preserve the books and records of the Company, including (i) a stock ledger reflecting a record of the Stockholders Shareholders and their ownership of the Company’s Shares, (ii) 's Shares and acting as transfer agent for the Company’s 's Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (iii) maintaining the accounting and other record-keeping functions at the Property and Company levels;
(d) investigate, select, and, on behalf of the Company and the PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, transfer agents, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, property management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not not' limited to entering into contracts in the name of the Company and the Partnership with any of the foregoing;
(e) make investments in and dispositions of Real Estate-Related Investments within the discretionary limits and authority as granted by the Board and in accordance with the Articles of Incorporation;
(f) consult with the officers and the Board of the Company and the Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company and the PartnershipCompany;
(g) select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
(h) recommend to the Board of Directors appropriate transactions which would provide liquidity to the Stockholders;
(if) oversee the performance by a third party or Affiliated the Property Manager Managers of its their duties, including collection and proper deposits of rental payments due from third parties under contracts related to use of any Property and other assets of the Company and payment of Property expenses and maintenance;
(jg) conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of a third party or Affiliated the related Property Manager of its duties;
(kh) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by a third party or Affiliated each Property Manager and aggregate these property budgets into the Company’s 's overall budget;
(li) review and analyze on-going financial information pertaining to each Property, each Real Estate-Related Investment Property and the overall portfolio of Properties and Real Estate-Related InvestmentsProperties;
(m) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors all documents requested by them in their evaluation of the proposed investment in the Property or the Real Estate-Related Investment;
(nj) formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties on an overall portfolio basis;
(ok) subject to the provisions of Sections 3(mParagraphs 3(l) and 4 hereof, (i) locate, analyze and select potential investments in Properties and Real Estate-Related InvestmentsProperties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Real Estate-Related Investments will be made; (iii) make investments in Properties and Real Estate-Related Investments on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Real Estate-Related InvestmentsProperty; (v) enter into leases, supply agreements leases and other income-producing contracts relating to third party use of any Property and Real Estate-Related Investments of the Company; (vi) enter into service contracts for any Property or Real Estate-Related InvestmentProperty, including oversight of Affiliated companies that perform property management services for the Company and the PartnershipCompany; (viivi) if applicable, oversee a non-Affiliated Property Manager affiliated property managers and any other non-Affiliated affiliated Persons who perform services for the Company; and (viiivii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property or Real Estate-Related InvestmentsProperty;
(pl) obtain the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, for any and all investments in Properties and Real Estate-Related Investments(as well as any financing acquired by the Company or the Partnership in connection with such investment);
(qm) if a transaction requires approval by the Board of Trustees, deliver to the Board of Trustees all documents required by them to properly evaluate the proposed investment in the Property;
(n) negotiate on behalf of the Company and the Partnership with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company and the Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company and the PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company or the PartnershipCompany;
(r) on behalf of the Company and the Partnership, maintain, with respect to any Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;
(so) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company and the Partnership in Properties or Real Estate-Related InvestmentsProperties;
(tp) from time to time, or at any time reasonably requested by the Board, provide information or make reports to the Board related to its performance of services to the Company and the Partnership under this Agreement;
(uq) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(vr) provide the Company and the Partnership with all necessary cash management services;
(ws) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and all valuations of Real Estate-Related Investments as may be required to be obtained by the BoardProperties;
(xt) notify the Board of all proposed material transactions before they are completed;
(y) at the direction of Company management, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to investors and act on behalf of the Company in connection with investor relations;
(aa) effect any private placements of Shares or other interests in Properties as may be approved by the Board;
(bb) establish and maintain bank accounts on behalf of the Company and the Partnership pursuant to Section 5 of this Agreement;
(cc) provide office space, equipment and personnel as required for the performance of the foregoing services as the Advisor; and
(ddu) do all things it reasonably deems necessary to assure its ability to render the services described in this Agreement.
Appears in 1 contract
Samples: Advisory Agreement (Hartman Commercial Properties Reit)
