Duties and Responsibilities of the Manager. (a) The Manager shall conduct the servicing, administration and collection of the Loan Assets and shall take, or cause to be taken, all such actions as may be necessary or advisable to manage, service, administer and collect Loan Assets from time to time on behalf of the Borrower and as the Borrower’s agent.
(b) The duties of the Manager, as the Borrower’s agent, shall include, without limitation (in each case subject to and in accordance with the provisions of this Agreement):
(i) supervising the Loan Assets and the other Collateral, including communicating with Obligors, providing consents and waivers, enforcing and collecting on the Loan Assets and other Collateral and otherwise managing the Collateral on behalf of the Borrower;
(ii) maintaining all necessary Loan Asset Records with respect to the Loan Assets and providing such reports to the Borrower and the Administrative Agent in respect of the management of the Loan Assets (including information relating to its performance under this Agreement) as may be required hereunder or as the Borrower or the Administrative Agent may reasonably request;
(iii) maintaining and implementing administrative and operating procedures (including an ability to recreate Loan Asset Records evidencing the Loan Assets in the event of the destruction of the originals thereof) and keeping and maintaining all documents, books, records and other information reasonably necessary or advisable for the collection of the Loan Assets (including records adequate to permit the identification of each new Loan Asset and all Collections of and adjustments to each existing Loan Asset); provided, however, that any Successor Manager shall only be required to recreate the Loan Asset Records of each prior Manager to the extent such records have been delivered to it in a format reasonably acceptable to such Successor Manager;
(iv) promptly delivering to the Borrower, the Custodian or the Administrative Agent, from time to time, such information and Loan Asset Records (including information relating to its performance under this Agreement) as the Borrower, the Custodian or the Administrative Agent from time to time reasonably request;
(v) identifying each Loan Asset clearly and unambiguously in its Loan Asset Records to reflect that such Loan Asset is owned by the Borrower and pledged to the Custodian for the benefit of the Secured Parties;
(vi) complying in all material respects with the Management Standards and the Investment Guidelines in re...
Duties and Responsibilities of the Manager. The Investment Manager is expected to manage the Portfolio in a manner consistent with this IPS and in accordance with applicable law. The Investment Manager shall act on behalf of the Client until the Client decides otherwise. The Investment Manager shall be responsible for: • implementing the Investment Policy in line with the IP; • monitoring the performance of all selected assets; and • implementing changes to any of the above.
Duties and Responsibilities of the Manager. The Manager is responsible for the sales and management of the Fund. It also has a duty to ensure that the general administration of the Fund is done in accordance with the provisions of this Information Memorandum and the Manager’s internal policies. In fulfilling its responsibility, the Manager undertakes, among others, the following functions: • Monitoring the Target Fund and the Investment Manager: • Maintaining proper records for the Fund and the register of Unit Holders; • Calculating the amount of income for cash distributions/unit splits to Unit Holders; • Providing sales, marketing and customer service support to Unit Holders; • Ensuring compliance with internal procedures and all relevant laws.
Duties and Responsibilities of the Manager. The Manager will diligently, faithfully and competently perform its duties and responsibilities, and will devote such time to the Operating Company’s business as, in the judgment of the Manager, is reasonably required. The Manager shall use reasonable best efforts to conduct the affairs of the Operating Company so that the Company Property does not become “plan assets” (as defined in the Plan Asset Rules) subject to the fiduciary standards of Part 4 of Subtitle B of Title I of ERISA and Code Section 4975. No fee shall be payable to the Manager for management of the affairs of the Operating Company.
Duties and Responsibilities of the Manager. Except as otherwise expressly provided herein and subject to the limitations contained in Sections 5.4 and 5.12, the Manager shall have the exclusive right and power to manage, operate and control the Company in accordance with the terms hereof and the Act, which right and power shall include, without limitation, the right and power:
(a) To perform the obligations provided elsewhere in this Agreement to be performed by the Manager;
(b) To make decisions and cause the Company to take actions with respect to the Merger Transactions and the Merger Agreement, including without limitation, to make all elections thereunder or relating thereto, to enforce and defend the Company’s (and its Affiliates’) rights, and to cause the Company (and its Affiliates) to comply with its obligations under and with respect to the Merger Agreement. In that connection, without limiting the foregoing, the Manager may cause the Company and its Affiliates: (i) to grant mortgages (and deeds of trust), pledges and other security interests, and enter into loan documents, indemnities and guaranties evidencing and securing such financings on terms and conditions reasonably approved by the Manager, (ii) to enter into hedge agreements, interest rate cap agreements and other agreements in connection with any acquisition financing obtained by the Company or its Affiliates, and (iii) to create and transfer the Properties or the Company’s interests in Properties to special purpose entities, which are directly or indirectly owned by the Company, with or without independent directors, independent managers and/or springing members. Notwithstanding the foregoing, the Manager shall not, and shall cause the Company or any of its subsidiaries not to, enter into any hedge, interest rate cap or similar agreements after the date of this Agreement in connection with any acquisition financing obtained by the Company or its Affiliates unless such agreements qualify as hxxxxx under applicable accounting rules;
(c) To create reasonable reserves for capital improvements, tenant improvements, working capital or for the payment of the expenses or anticipated expenses of the Company;
(d) To open accounts and deposit and maintain funds in the name of the Company in banks, savings and loan associations or trust companies; provided, however, that the Company funds shall not be commingled with the funds of any other Person;
(e) To take all required action to qualify the Company or its subsidiaries to do business in a...
Duties and Responsibilities of the Manager. The business and affairs of the Company shall be managed by or under the direction of the Manager and in connection therewith the Manager shall have and exercise all powers necessary or convenient to effect any or all of the purposes for which the Company is organized. The Manager need not devote full time to the Company’s business, but shall devote such time as the Manager, in its discretion, deems reasonably necessary to fulfill the management responsibilities of the Manager.
Duties and Responsibilities of the Manager. The Manager shall carry out and perform the following services for the Vessel.
a) To maintain and preserve the Vessel in good, clean, efficient and seaworthy condition.
b) To engage such qualified and competent persons such as Master, officers and crew necessary and sufficient for the safe navigation and maintenance of the Vessel and to replace such persons if they are found to be disqualified, incompetent or unhealthy. Certificated officers shall hold qualifying certificates issued by their respective countries or other certificates recognized by the Maritime And Port Authority of Singapore.
c) To pay for such expenses as crew wages, overtime, victuals, standby wages, medical and vacation as well as costs incurred for airfares, car and launch hire, hotel accommodation and agency fee related to crew joining and repatriation. The manager shall not claim from the owner for the aforesaid expenses as they are covered by the lump sum fee payable by the Owner under Clause (8) of the Agreement.
d) To supply deck, engine and cabin stores and replenish lubricating oils necessary for the Vessel's safe navigation, efficient operation and trading and to pay for such expenses, which are for the Manager's account as such expenses are covered by the lump sum fee payable by the Owner under Clause (8) of the Agreement.
e) To do usual maintenance and repairs if necessary and to carry out surveys as required by Vessel's Classification Surveyors, Governmental and Port Authorities. For normal wear and tear and negligence of the crew, the Manager shall pay for such expenses relating to maintenance, repair charges, spare parts and survey fees and shall not claim from the Owner the aforesaid expenses as they are covered by the lump sum fee payable by the Owner under Clause (8) of the Agreement. For all exceptional and unusual repairs (including, but not limited to those resulting from heavy damages to hull and/or machineries), the Manager shall obtain the prior authorization of the Owner with respect to every decision concerning the damage repair. The Vessel hull/machinery insurance deductible of US$[amount of deductible] accident or occurrence shall be borne by the Managers.
f) To inspect the Vessel and keep the Owner informed in a written report of the Vessel's conditions and performance at least once every six months; and to validate all certificates and licenses so as to comply with regulations of international shipping or maritime laws.
g) To obtain legal advice in relation ...
Duties and Responsibilities of the Manager. The Manager will diligently, faithfully and competently perform its duties and responsibilities, and will devote such time to the Company’s business as, in the judgment of the Manager, is reasonably required. No fee shall be payable to the Manager for management of the affairs of the Company.
Duties and Responsibilities of the Manager. The Manager shall devote all of its time to the Company and may not engage in businesses or ventures which are competitive with that of the Company. The Manager shall be responsible for implementing or causing to be implemented the following:
(a) Performing all normal business functions and otherwise operating and managing the business and affairs of the Company in accordance with and as limited by this Agreement and the Related Agreements;
(b) Protecting the interests of the Company and its property, improvements and other assets;
(c) Preparing a proposed business plan and budget for each Fiscal Year;
(d) To the extent that funds of the Company are available, paying all taxes, assessments, rents and other impositions applicable to the Company's property;
(e) Causing all books of account and other records of the Company to be kept in accordance with the terms of this Agreement;
(f) Preparing and delivering to each Member all reports required by the terms of this Agreement;
(g) To the extent that funds of the Company are available, paying all debts and other obligations of the Company as they come due;
(i) Making distributions periodically to the Members in accordance with the provisions of this Agreement;
(j) Undertaking such actions as are necessary or desirable so that the Company, within reason, promptly complies with all material present and future laws, ordinances, orders, rules, regulations and requirements of all governmental authorities having jurisdiction which may be applicable to the Company, its property, and the operations and management of the Company; and
(k) Performing all other duties required by this Agreement and the Related Agreements to be performed by the Manager.
Duties and Responsibilities of the Manager. 5.1 Other than as expressly set forth in the SEBI ICDR Regulations in relation to the ASBA Bids submitted to the Manager, no provision of this Agreement will constitute any obligation on the part of the Manager to undertake any obligation or have any responsibility or incur any liability in relation to the ASBA Bids procured by the Designated Intermediaries or Bids not procured by Manager.
5.2 The Parties hereto agree that the duties and responsibilities of the Manager under this Agreement shall be as set out below:
(a) On receipt of information from the Company, intimate in writing the Anchor Investor Bidding Date and the Bid/Issue Opening Date and Bid/Issue Closing Date, prior to the opening of Banking Hours on the Anchor Investor Bidding Date to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Registrar to the Issue along with a copy to the Company in the form attached hereto as Schedule III.
(b) On the receipt of information from the Company, inform the Registrar to the Issue, the Escrow Collection Bank/Public Issue Account Bank/Refund Bank/ the Sponsor Banks regarding the occurrence of any of the events mentioned in Clause 3.2.1.
(c) Along with the Registrar to the Issue, instruct the Escrow Collection Bank of the details of the monies to be transferred to Public Issue Account and the Surplus Amounts to the Refund Account in accordance with the terms herein and Schedule IV and Schedule VII hereto, the Red Xxxxxxx Prospectus and Applicable Laws.
(d) On or prior to the Designated Date, the Manager shall intimate the Designated Date to the Escrow Collection Bank, the Public Issue Account Bank, the Refund Bank and the Sponsor Banks.
(e) Instruct the Public Issue Account Bank (with a copy to the Company) in the prescribed forms in relation to the details of the monies to be transferred from the Public Issue Account in accordance with Clause 3.
5.3 The Manager shall not be responsible or liable under this Agreement in connection with the advice, opinions, actions or omissions of Manager or Syndicate Members (or agents of such other Manager, including Sub-Syndicate Members of such other Manager) or other Designated Intermediaries in connection with the Issue. The Manager shall, on issuing all instructions as contemplated under Clause 5.2, be discharged of all its obligations under this Agreement.
