DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: (a) serve as the Company's investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, 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, 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 services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's financial policies, and, as necessary, furnish the Directors 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; (e) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments will be made by the Company; (iii) make investments in Properties, Mortgage Loans and other investments on behalf of the Company 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, Mortgage Loans and other investments; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; (f) provide the Directors with periodic reports regarding prospective investments; (g) obtain the prior approval of the Directors for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assets; (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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; (i) 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; (j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement; (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; (m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and (n) notify the Board of all proposed material transactions before they are completed.
Appears in 3 contracts
Samples: Advisory Agreement (CNL Hospitality Properties Inc), Advisory Agreement (CNL Hospitality Properties Inc), Advisory Agreement (CNL Hospitality Properties Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company CPA: 17 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 17 as determined and adopted from time to time by the Board. The Advisor will follow the Guidelines when allocating Investment opportunities among CPA: 17, other entities managed by the Advisor and its Affiliates, and the Advisor and its Affiliates for their own account. The Guidelines shall not be amended without the prior approval of at least a majority of the Independent Directors. In performance of this undertakingthe foregoing undertakings, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation Charter and Bylaws of the CompanyCPA: 17 and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's CPA: 17’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's CPA: 17’s assets and investment policies;
(b) provide the daily management of the Company CPA: 17 and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCPA: 17;
(c) investigate, select, and, on behalf of the CompanyCPA: 17, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company CPA: 17 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 17 and assist the Directors Board in the formulation and implementation of the Company's financial CPA: 17’s policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs 3(g) this Agreement and 4 hereof, the Guidelines: (i1) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Investments; (ii2) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Investments will be made made, purchased or acquired by the CompanyCPA: 17; (iii3) make investments in Properties, Mortgage Loans and other investments Investments on behalf of the Company in compliance with the investment objectives and policies of the CompanyCPA: 17; (iv4) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestments; and (v5) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of (1) new Investments made during the prior fiscal quarter, which reports shall include information regarding the type of each Investment made (in the categories provided in Section 9); (2) the occurrence of any Triggering Event during the prior fiscal quarter; and (3) the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter;
(g) assist the Board in its evaluation of potential liquidity transactions for CPA: 17 and take such actions as may be requested by the Board or as may otherwise be necessary or desirable to execute any liquidity transaction approved by the Board;
(h) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(hi) negotiate on behalf of the Company CPA: 17 with banks or lenders for loans to be made to the Company CPA: 17, and negotiate on behalf of the Company CPA: 17 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the CompanyCPA: 17, 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 CompanyCPA: 17;
(ij) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyInvestments;
(jk) obtain for, or provide to, CPA: 17 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 17; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 17, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(l) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company CPA: 17 under this Agreement;
(km) communicate on behalf of CPA: 17 with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CPA: 17;
(n) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 17’s business and operations;
(o) provide CPA: 17 with such accounting data and any other information requested by CPA: 17 concerning the Company investment activities of CPA: 17 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(p) maintain the books and records of CPA: 17;
(q) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(r) provide CPA: 17 with all necessary cash management services;
(ls) do all things necessary to assure its ability to render the services described in this Agreement;
(mt) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 17 as the Advisor shall deem advisable under the particular circumstances;
(u) arrange to obtain on behalf of CPA: 17 as requested by the Board, and deliver to or maintain on behalf of the Company CPA: 17 copies of of, all appraisals obtained in connection with the investments in Properties and Mortgage Loans;
(v) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter; and
(nw) notify on an annual basis, no later than 90 days prior to the Board end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in the Company’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by the Company during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all proposed material transactions before they are completedor a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may request that the Advisor refund certain of the dead deal costs incurred by the Company if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.
Appears in 3 contracts
Samples: Advisory Agreement (W. P. Carey Inc.), Advisory Agreement (Corporate Property Associates 17 - Global INC), Advisory Agreement (W. P. Carey Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time by with the Directorsapproval of the Stockholders. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCompany and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's ’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policiesadvisor;
(b) provide the daily management of for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCompany and the Operating Partnership;
(c) investigate, select, and, on behalf of the CompanyCompany and the Operating 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, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, 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 services hereinforegoing services, including including, but not limited to to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors 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 CompanyCompany or the Operating Partnership;
(e) subject to the provisions of Paragraphs 3(g) and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential investments in Properties, Mortgage Loans and other investmentsInvestments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans acquisitions and other investments dispositions of Investments will be made by the Companymade; (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties, Mortgage Loans and other investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (ivv) 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 inwith, Properties, Mortgage Loans and other investmentsInvestments; and (vvi) enter into leases and service contracts for Company Property Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services for the Company Property;or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) obtain make investments in, and dispositions of, Investments within the prior approval of discretionary limits and authority as granted by the Directors for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assetsBoard;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans Loans for the CompanyCompany and the Operating 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 CompanyCompany or the Operating Partnership;
(i) obtain reports (which may may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyCompany and the Operating Partnership;
(j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to to, or maintain on behalf of of, the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; andany Real Estate Assets as may be required to be obtained by the Board;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 3 contracts
Samples: Advisory Agreement (Moody National REIT I, Inc.), Advisory Agreement (Moody National REIT I, Inc.), Advisory Agreement (Moody National REIT I, Inc.)
DUTIES OF THE ADVISOR. The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration StatementCompany’s most recent Prospectus for Shares, the Articles of Incorporation and Bylaws of the CompanyBylaws, the Advisor shall, either directly or by engaging an AffiliateAffiliate of the Advisor or other Person:
(a) serve as the Company's ’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets Assets and investment policies;
(b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company;
(c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s uncertificated Shares, if any, and acting as transfer agent for the Company’s Shares;
(d) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property management companies, transfer agents 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors 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;
(ef) subject to the provisions of Paragraphs 3(gSections 2.02(h) and 4 2.03 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investmentsAssets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Assets will be made by the Companymade; (iii) make investments in Properties, Mortgage Loans and other investments Assets 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, Mortgage Loans and other investmentsAssets; and (v) enter into leases of Property and service contracts for Company Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyAssets, including the servicing of Mortgages;
(fg) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets;
(gh) obtain the prior approval of the Directors Board (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assetsAssets;
(hi) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and Company, negotiate on behalf of the Company with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Company or obtain loans for the Company, as and when appropriate, 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;
(ij) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Assets;
(jk) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company under this Agreement;
(kl) provide the Company with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties Assets;
(n) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in making, requiring and Mortgage Loansdisposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations;
(p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(q) prepare on behalf of the Company all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(nr) notify do all things necessary to assure its ability to render the Board of all proposed material transactions before they are completedservices described in this Agreement.
Appears in 3 contracts
Samples: Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Agreement (Behringer Harvard Opportunity REIT I, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company CPA: 18 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 18 as determined and adopted from time to time by the Board. The Advisor will follow the Guidelines when allocating Investment opportunities among CPA: 18, other entities managed by the Advisor and its Affiliates, and the Advisor and its Affiliates for their own account. The Guidelines shall not be amended without the prior approval of at least a majority of the Independent Directors. In performance of this undertakingthe foregoing undertakings, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation Charter and Bylaws of the CompanyCPA: 18 and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's CPA: 18’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's CPA: 18’s assets and investment policies;
(b) provide the daily management of the Company CPA: 18 and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCPA: 18;
(c) investigate, select, and, on behalf of the CompanyCPA: 18, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company CPA: 18 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 18 and assist the Directors Board in the formulation and implementation of the Company's financial CPA: 18’s policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs 3(g) this Agreement and 4 hereof, the Guidelines: (i1) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Investments; (ii2) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Investments will be made made, purchased or acquired by the CompanyCPA: 18; (iii3) make investments in Properties, Mortgage Loans and other investments Investments on behalf of the Company in compliance with the investment objectives and policies of the CompanyCPA: 18; (iv4) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestments; and (v5) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of (1) new Investments made during the prior fiscal quarter, which reports shall include information regarding the type of each Investment made (in the categories provided in Section 9); (2) the occurrence of any Triggering Event during the prior fiscal quarter; and (3) the amounts of “dead deal” costs incurred by CPA: 18 during the prior fiscal quarter;
(g) assist the Board in its evaluation of potential liquidity transactions for CPA: 18 and take such actions as may be requested by the Board or as may otherwise be necessary or desirable to execute any liquidity transaction approved by the Board;
(h) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(hi) negotiate on behalf of the Company CPA: 18 with banks or lenders for loans to be made to the Company CPA: 18, and negotiate on behalf of the Company CPA: 18 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the CompanyCPA: 18, 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 CompanyCPA: 18;
(ij) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyInvestments;
(jk) obtain for, or provide to, CPA: 18 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of company monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 18; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 18, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(l) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company CPA: 18 under this Agreement;
(km) communicate on behalf of CPA: 18 with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CPA: 18;
(n) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 18’s business and operations;
(o) provide CPA: 18 with such accounting data and any other information requested by CPA: 18 concerning the Company investment activities of CPA: 18 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(p) maintain the books and records of CPA: 18;
(q) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(r) provide CPA: 18 with all necessary cash management services;
(ls) do all things necessary to assure its ability to render the services described in this Agreement;
(mt) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 18 as the Advisor shall deem advisable under the particular circumstances;
(u) arrange to obtain on behalf of CPA: 18 as requested by the Board, and deliver to or maintain on behalf of the Company CPA: 18 copies of of, all appraisals obtained in connection with the investments in Properties and Mortgage Loans;
(v) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter;
(w) monitor the performance by the Manager of its duties under the Management Agreement; and
(nx) notify on an annual basis, no later than 90 days prior to the Board end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in CPA: 18’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by CPA: 18 during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all proposed material transactions before they are completedor a portion of the Initial Acquisition Fee paid by CPA: 18 in respect of such Investment, and if the Independent Directors make that request, the Advisor shall refund such amount to CPA: 18 within 60 days after receipt of such request. In addition, the Independent Directors may request that the Advisor refund certain of the dead deal costs incurred by CPA: 18 if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that CPA: 18 should not bear such costs.
Appears in 3 contracts
Samples: Advisory Agreement (W. P. Carey Inc.), Advisory Agreement (Corporate Property Associates 18 Global Inc), Advisory Agreement (Corporate Property Associates 18 Global Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company potential investment opportunities and 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 DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration StatementCompany’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws of the CompanyBylaws, the Advisor shall, either directly or by engaging an AffiliateAffiliate of the Advisor or other Person:
(a) serve as the Company's ’s investment and financial advisor and provide research and economic and statistical data in connection with the Assets and the Company's assets and ’s investment policies;
(b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company;
(c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s uncertificated Shares, if any, and acting as transfer agent for the Shares;
(d) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property management companies, transfer agents 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors 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;
(ef) subject to the provisions of Paragraphs 3(gSections 2.02(i) and 4 2.03 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investmentsAssets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Assets will be made by the Companymade; (iii) make investments in Properties, Mortgage Loans and other investments Assets 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, Mortgage Loans and other investmentsAssets; and (v) enter into leases of Property and service contracts for Company Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyAssets, including the servicing of Mortgages;
(fg) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets;
(gh) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(i) obtain the prior approval of the Directors Board (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans Assets;
(with respect to which j) obtain the vote prior approval of a majority of the Independent Directors must be obtained), and a majority of the Board not otherwise interested in any transaction with the Advisor or other assetsits Affiliates;
(hk) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and Company, negotiate on behalf of the Company with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Company or obtain loans for the Company, as and when appropriate, 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;
(il) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Assets;
(jm) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company under this Agreement;
(kn) provide the Company with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(mo) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties Assets;
(p) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in making, requiring and Mortgage Loansdisposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(q) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations;
(r) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(s) prepare on behalf of the Company all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(nt) notify do all things necessary to assure its ability to render the Board of all proposed material transactions before they are completedservices described in this Agreement.
Appears in 3 contracts
Samples: Advisory Agreement (Cole Retail Income Trust, Inc.), Advisory Agreement (Cole Credit Property Trust III, Inc.), Advisory Agreement (Cole Credit Property Trust III, Inc.)
DUTIES OF THE ADVISOR. The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. The Advisor directly, or indirectly through Affiliates, undertakes to use its reasonable best efforts to present to the Company potential investment opportunities and 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 Directors. In performance of this undertakingefforts, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyBylaws, the Advisor shallto, either directly or by engaging an Affiliateamong other things:
(a) serve as the Company's ’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets Assets and investment policies;
(b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company;
(c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s uncertificated Shares, if any, and acting as transfer agent for the Company’s Shares;
(d) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property management companies, transfer agents 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making or management 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;
(ef) subject to the provisions of Paragraphs 3(gSections 2.02(h) and 4 2.03 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, (ii) structure and negotiate the terms and conditions of transactions pursuant relating to which investment in PropertiesAssets owned, Mortgage Loans and other investments will or to be made by acquired by, the CompanyCompany or the Partnership; (iiiii) make investments in Properties, Mortgage Loans and other investments acquire or dispose of Assets on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iii) structure and negotiate the terms and conditions relating to: (x) the offer and sale of equity or debt securities by the Company (y) the entry into or the restructuring, refinancing of or extensions relating to, Loans; (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, Mortgage Loans and other investmentsAssets; and (v) enter into leases of Property and service contracts for Company Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyAssets, including the servicing of Mortgages;
(fg) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets;
(gh) obtain the prior approval of the Directors for any and all investments in Properties, Mortgage Loans Board (with respect to which the vote of including a majority of the all Independent Directors must be obtained), Directors) to acquire or other assets;
(h) negotiate on behalf dispose of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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 Companyan Asset;
(i) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments Assets or contemplated investments of the CompanyCompany in Assets;
(j) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its the Advisor’s performance of services to the Company under this Agreement;
(k) provide the Company with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with acquiring Assets or financing, refinancing, restructuring or extending any Loans;
(m) act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in acquiring or disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(n) supervise the preparation, filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations;
(o) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(p) prepare, on behalf of the Company, all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(q) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(n) notify the Board of all proposed material transactions before they are completed.
Appears in 3 contracts
Samples: Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.)
DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company Trust potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Trust as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration StatementTrust’s most recent Prospectus for Shares, Articles Declaration of Incorporation Trust and Bylaws of the CompanyBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) manage the formation of the Trust and the Partnership, including the preparation and filing of all necessary documentation and ancillary agreements;
(b) structure, qualify and register the initial Offering;
(c) coordinate marketing and distribution of the Trust’s Shares in connection with the initial Offering;
(d) structure, qualify, register and oversee the distribution of Shares pursuant to the Trust’s distribution reinvestment plan;
(e) structure, qualify and administer the repurchase of Shares pursuant to the Trust’s redemption program;
(f) serve as the Company's Trust’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets Assets and the Trust’s investment policies;
(bg) provide the daily management of the Company Trust and perform and supervise the various administrative functions reasonably necessary for the management and operations of the CompanyTrust;
(ch) maintain and preserve the books and records of the Trust, including share books and records reflecting a record of the Shareholders and their ownership of the Trust’s Shares;
(i) investigate, select, and, on behalf of the CompanyTrust, 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, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, asset managers; property management companies, transfer agents 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company Trust with any of the foregoing;
(dj) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company's Trust’s financial policies, policies and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Trust and in connection with any borrowings proposed to be undertaken by the CompanyTrust;
(ek) subject to the provisions of Paragraphs 3(gSections 2.02(i) and 4 2.03 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Assets will be made by the Companymade; (iii) make investments in Properties, Mortgage Loans and other investments Assets on behalf of the Company Trust or the Partnership in compliance with the investment objectives and policies of the CompanyTrust; (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, Mortgage Loans and other investmentsAssets; and (v) enter into leases of Property and service contracts for Company Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyAssets, including the servicing of Secured Loans;
(fl) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets;
(gm) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(n) obtain the prior approval of the Directors Board (including a majority of all Independent Trustees) for any and all investments in Properties, Mortgage Loans Assets;
(with respect to which o) obtain the vote prior approval of a majority of the Independent Directors must be obtained), Trustees and a majority of the Board not otherwise interested in any transaction with the Advisor or other assetsits Affiliates;
(hp) negotiate on behalf of the Company Trust with banks or lenders for loans to be made to the Company and Trust, negotiate on behalf of the Company Trust with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Trust or obtain loans for the CompanyTrust, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, 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 CompanyTrust;
(iq) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyTrust in Assets;
(jr) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company Trust under this Agreement;
(ks) provide the Company with Trust with, or assist the Trust in arranging for, all necessary cash management services;
(lt) deliver to or maintain on behalf of the Trust copies of all appraisals obtained in connection with the investments in Assets;
(u) upon request of the Trust, act, or obtain the services of others to act, as attorney-in-fact or agent of the Trust in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Trust and handling, prosecuting and settling any claims of the Trust, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(v) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Shareholders and other investors and act on behalf of the Trust in connection with investor relations;
(w) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(x) assist the Trust in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(y) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(n) notify the Board of all proposed material transactions before they are completed.
Appears in 3 contracts
Samples: Advisory Agreement (United Development Funding IV), Advisory Agreement (United Development Funding IV), Advisory Agreement (United Development Funding IV)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an a Permitted Affiliate:
(a) a. serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) b. provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) c. investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) d. consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's financial policies, and, as necessary, furnish the Directors 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;
(e) e. subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Properties will be made by the Companymade; (iii) make investments in Properties, Mortgage Loans and other investments Properties on behalf of the Company 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, Mortgage Loans and other investmentsProperty; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(f) f. provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties;
(g) g. obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assets;
(h) h. negotiate on behalf of the Company with banks or lenders for loans to be made to the Company Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) i. obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Properties;
(j) j. from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement;
(k) k. provide the Company with all necessary cash management services;
(l) l. do all things necessary to assure its ability to render the services described in this Agreement;
(m) m. deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage LoansProperties; and
(n) n. notify the Board of all proposed material transactions before they are completed.
Appears in 3 contracts
Samples: Advisory Agreement (Dividend Capital Trust Inc), Advisory Agreement (Dividend Capital Trust Inc), Advisory Agreement (Dividend Capital Trust Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's financial policies, and, as necessary, furnish the Directors 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;
(e) subject to the provisions of Paragraphs Sections 3(g) and 4 hereof, : (i) locate, analyze and select potential investments in Properties, Mortgage Loans Property and other investments, Loans; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment investments in Properties, Mortgage Properties and Loans and other investments will be made made, purchased or acquired by the Company; (iii) make investments in Properties, Mortgage Loans and other investments Property on behalf of the Company in compliance with the investment objectives and policies of the Company; (iv) arrange for financing financing, and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, of or otherwise deal with the investments in, Properties, Mortgage Loans in Property and other investmentsLoans; and (v) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties and Loans;
(g) obtain the prior approval of the Directors (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Property and/or Loans;
(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Company Property and/or Loans, including, but not limited to: (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;
(k) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement;
(kl) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company's business and operations;
(n) provide the Company with such accounting data and any other information so requested concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of the Company;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;
(q) provide the Company with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances;
(t) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(n) notify the Board of all proposed material transactions before they are completed.
Appears in 3 contracts
Samples: Advisory Agreement (Corporate Property Associates 15 Inc), Advisory Agreement (Corporate Property Associates 15 Inc), Advisory Agreement (Corporate Property Associates 15 Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's financial policies, and, as necessary, furnish the Directors 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;
(e) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Properties and Loans and other investmentsPermitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Properties and Loans and other investments will be made by the CompanyPermitted Investments; (iii) make investments in Properties, Mortgage Properties and Loans and other investments on behalf of the Company Permitted Investments 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, Mortgage Loans and other investmentsPermitted Investments; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(f) provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties, Loans and other Permitted Investments;
(g) obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or and other assetsPermitted Investments;
(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) 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;
(j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement;
(k) provide the Company with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties Properties, Loans and Mortgage Loansother Permitted Investments; and
(n) notify the Board of all proposed material transactions before they are completed.
Appears in 3 contracts
Samples: Advisory Agreement (CNL Income Properties Inc), Advisory Agreement (CNL Income Properties Inc), Advisory Agreement (CNL Income Properties Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCompany and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's ’s investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company's financial ’s policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request with respect or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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;Board.
(e) subject to the provisions of Paragraphs Sections 3(g) and 4 hereof, : (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment investments in Properties, Mortgage Loans and other investments Investment Assets will be made made, purchased or acquired by the Company; (iii) make investments in Properties, Mortgage Loans and other investments Investment Assets on behalf of the Company in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestment Assets; and (v) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors Board with periodic reports regarding prospective investments;investments in Investment Assets; the occurrence of any Triggering Event during the prior fiscal quarter; and the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter.
(g) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Investment Assets;
(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, including, but not limited to: (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company under this Agreement;
(kl) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;
(n) provide the Company with such accounting data and any other information requested by the Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of the Company;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;
(q) provide the Company with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to or maintain on behalf of the Company copies of of, all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(nu) notify if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter.
(v) on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in the Company’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment Asset acquired during the past year; and (c) the “dead deal” costs incurred by the Company during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether. after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all proposed material transactions before they are completedor a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment Asset, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may request that the Advisor refund certain of the dead deal costs incurred by the Company if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.
Appears in 2 contracts
Samples: Advisory Agreement (Corporate Property Associates 15 Inc), Advisory Agreement (Carey W P & Co LLC)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCompany and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company's financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs Sections 3(g) and 4 hereof, : (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment investments in Properties, Mortgage Loans and other investments Investment Assets will be made made, purchased or acquired by the Company; (iii) make investments in Properties, Mortgage Loans and other investments Investment Assets on behalf of the Company in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestment Assets; and (v) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Investment Assets;
(g) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Investment Assets;
(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, including, but not limited to: (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company under this Agreement;
(kl) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company's business and operations;
(n) provide the Company with such accounting data and any other information requested by the Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of the Company;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;
(q) provide the Company with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to or maintain on behalf of the Company copies of of, all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(nu) notify if a transaction, proposed transaction or other matter requires approval by the Board of or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed material transactions before they are completedtransaction or other matter.
Appears in 2 contracts
Samples: Advisory Agreement (Corporate Property Associates 15 Inc), Advisory Agreement (Carey W P & Co LLC)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company CPA: 16 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 16 as determined and adopted from time to time by the Board. The Advisor will follow the Guidelines when allocating Investment opportunities among CPA: 16, other entities managed by the Advisor and its Affiliates, and the Advisor and its Affiliates for their own account. The Guidelines shall not be amended without the prior approval of at least a majority of the Independent Directors. In performance of this undertakingthe foregoing undertakings, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation Charter and Bylaws of the CompanyCPA: 16 and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's CPA: 16’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's CPA: 16’s assets and investment policies;
(b) provide the daily management of the Company CPA: 16 and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCPA: 16;
(c) investigate, select, and, on behalf of the CompanyCPA: 16, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company CPA: 16 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 16 and assist the Directors Board in the formulation and implementation of the Company's financial CPA: 16’s policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs 3(g) this Agreement and 4 hereof, the Guidelines: (i1) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Investments; (ii2) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Investments will be made made, purchased or acquired by the CompanyCPA: 16; (iii3) make investments in Properties, Mortgage Loans and other investments Investments on behalf of the Company in compliance with the investment objectives and policies of the CompanyCPA: 16; (iv4) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestments; and (v5) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of (1) the occurrence of any Triggering Event during the prior fiscal quarter; and (2) the amounts of “dead deal” costs incurred by CPA: 16 during the prior fiscal quarter;
(g) assist the Board in its evaluation of potential liquidity transactions for CPA: 16 and take such actions as may be requested by the Board or as may otherwise be necessary or desirable to execute any liquidity transaction approved by the Board;
(h) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(hi) negotiate on behalf of the Company CPA: 16 with banks or lenders for loans to be made to the Company CPA: 16, and negotiate on behalf of the Company CPA: 16 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the CompanyCPA: 16, 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 CompanyCPA: 16;
(ij) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyInvestments;
(jk) obtain for, or provide to, CPA: 16 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 16; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 16, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(l) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company CPA: 16 under this Agreement;
(km) communicate on behalf of CPA: 16 with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CPA: 16;
(n) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 16’s business and operations;
(o) provide CPA: 16 with such accounting data and any other information requested by CPA: 16 concerning the Company investment activities of CPA: 16 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(p) maintain the books and records of CPA: 16;
(q) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(r) provide CPA: 16 with all necessary cash management services;
(ls) do all things necessary to assure its ability to render the services described in this Agreement;
(mt) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 16 as the Advisor shall deem advisable under the particular circumstances;
(u) arrange to obtain on behalf of CPA: 16 as requested by the Board, and deliver to or maintain on behalf of the Company CPA: 16 copies of of, all appraisals obtained in connection with the investments in Properties and Mortgage Loans;
(v) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter;
(w) monitor the performance by the Manager of its duties under the Management Agreement; and
(nx) notify on an annual basis, no later than 90 days prior to the Board end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in CPA: 16’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by CPA: 16 during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all proposed material transactions before they are completedor a portion of the Initial Acquisition Fee paid by CPA: 16 in respect of such Investment, and if the Independent Directors make that request, the Advisor shall refund such amount to CPA: 16 within 60 days after receipt of such request. In addition, the Independent Directors may request that the Advisor refund certain of the dead deal costs incurred by CPA: 16 if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that CPA: 16 should not bear such costs.
Appears in 2 contracts
Samples: Advisory Agreement (W. P. Carey Inc.), Advisory Agreement (Corporate Property Associates 16 Global Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration StatementProspectus, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's ’s investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors 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;
(e) ; subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans Properties and other investmentsPermitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans Properties and other investments will be made by the CompanyPermitted Investments; (iii) make investments in Properties, Mortgage Loans Properties and other investments on behalf of the Company Permitted Investments 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, Mortgage Loans Properties and other investmentsPermitted Investments; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(fe) provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties and other Permitted Investments;
(gf) obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or Properties and other assetsPermitted Investments;
(hg) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(ih) 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;
(ji) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement;
(kj) provide the Company with all necessary cash management services;
(lk) do all things necessary to assure its ability to render the services described in this Agreement;
(ml) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loansother Permitted Investments; and
(nm) notify the Board of all proposed material transactions before they are completed.
Appears in 2 contracts
Samples: Advisory Agreement (Rich Uncles REIT, Inc.), Advisory Agreement (Rich Uncles REIT, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's financial policies, and, as necessary, furnish the Directors 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;
(e) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans Loans, potential lessees of Secured Equipment Leases and other investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments will be made and Secured Equipment Leases will be offered by the Company; (iii) make investments in Properties, Mortgage Loans and other investments and enter into Secured Equipment Leases on behalf of the Company 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, Mortgage Loans Loans, Secured Equipment Leases and other investments; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(f) provide the Directors with periodic reports regarding prospective investmentsinvestments and prospective lessees or borrowers of Secured Equipment Leases;
(g) obtain the prior approval of the Directors for any and all investments in Properties, Mortgage Loans and other investments and in connection with the offering of Secured Equipment Leases (with respect to which the vote of a majority of the all Independent Directors must also be obtainedobtained with respect to Mortgage Loans and Secured Equipment Leases), or other assets;
(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) 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;
(j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement;
(k) provide the Company with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and;
(n) notify the Board of all proposed material transactions before they are completed; and
(o) administer the Secured Equipment Lease program on behalf of the Company.
Appears in 2 contracts
Samples: Advisory Agreement (CNL Retirement Properties Inc), Advisory Agreement (CNL Retirement Properties Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company CPA: 17 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 17 as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCPA: 17 and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's CPA: 17’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's CPA: 17’s assets and investment policies;
(b) provide the daily management of the Company CPA: 17 and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCPA: 17;
(c) investigate, select, and, on behalf of the CompanyCPA: 17, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company CPA: 17 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 17 and assist the Directors Board in the formulation and implementation of the Company's financial CPA: 17’s policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs Sections 3(g) and 4 hereof, : (i1) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Investments; (ii2) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Investments will be made made, purchased or acquired by the CompanyCPA: 17; (iii3) make investments in Properties, Mortgage Loans and other investments Investments on behalf of the Company in compliance with the investment objectives and policies of the CompanyCPA: 17; (iv4) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestments; and (v5) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of (1) new Investments made during the prior fiscal quarter, which reports shall include information regarding the type of each Investment made (in the categories provided in Section 9); (2) the occurrence of any Triggering Event during the prior fiscal quarter; and (3) the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter;
(g) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company CPA: 17 with banks or lenders for loans to be made to the Company CPA: 17, and negotiate on behalf of the Company CPA: 17 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the CompanyCPA: 17, 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 CompanyCPA: 17;
(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyInvestments;
(j) obtain for, or provide to, CPA: 17 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 17; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 17, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company CPA: 17 under this Agreement;
(kl) communicate on behalf of CPA: 17 with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CPA: 17;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 17’s business and operations;
(n) provide CPA: 17 with such accounting data and any other information requested by CPA: 17 concerning the Company investment activities of CPA: 17 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of CPA: 17;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(q) provide CPA: 17 with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 17 as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of CPA: 17 as requested by the Board, and deliver to or maintain on behalf of the Company CPA: 17 copies of of, all appraisals obtained in connection with the investments in Properties and Mortgage Loans;
(u) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter; and
(nv) notify on an annual basis, no later than 90 days prior to the Board end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in the Company’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by the Company during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all proposed material transactions before they are completedor a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may request that the Advisor refund certain of the dead deal costs incurred by the Company if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.
Appears in 2 contracts
Samples: Advisory Agreement (Corporate Property Associates 17 - Global INC), Advisory Agreement (Carey W P & Co LLC)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's financial policies, and, as necessary, furnish the Directors 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;
(e) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Properties and Mortgage Loans and other investmentspotential lessees of Secured Equipment Leases, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Properties and Mortgage Loans and other investments will be made and Secured Equipment Leases will be offered by the Company; (iii) make investments in Properties, Properties and Mortgage Loans and other investments enter into Secured Equipment Leases on behalf of the Company 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, Mortgage Loans and other investmentsSecured Equipment Leases; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(f) provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties and Mortgage Loans and prospective lessees or borrowers of Secured Equipment Leases;
(g) obtain the prior approval of the Directors for any and all investments in Properties, ; and Mortgage Loans and in connection with the offering of Secured Equipment Leases (with respect to which the vote of a majority of the all Independent Directors must also be obtainedobtained with respect to Mortgage Loans and Secured Equipment Leases), or other assets;
(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) 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;
(j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement;
(k) provide the Company with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and;
(n) notify the Board of all proposed material transactions before they are completed; and
(o) administer the Secured Equipment Lease program on behalf of the Company.
Appears in 2 contracts
Samples: Advisory Agreement (CNL Retirement Properties Inc), Advisory Agreement (CNL Retirement Properties Inc)
DUTIES OF THE ADVISOR. (a) The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company potential investment opportunities and 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 DirectorsBoard. In performance of this undertakingperforming its duties, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(ai) serve as provide the Company's investment and financial advisor and provide Company with research and economic and statistical data in connection with the Company's assets Assets and investment policies;
(bii) provide manage the daily management of the Company Company’s day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company;
(ciii) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares;
(iv) investigate, select, and, on behalf of the Company, engage and conduct business with such the duly qualified and licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to, to duly qualified and licensed consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property management companies, transfer agents and any and all agents for any of the foregoing, including duly qualified and licensed Affiliates of the Advisor, and duly qualified and licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(dv) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors 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;
(evi) subject to the provisions of Paragraphs 3(gSections 2.02(a)(viii) and 4 2.03 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investmentsAssets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Assets will be made by the Companymade; (iii) make investments in Properties, Mortgage Loans and other investments Assets on behalf of the Company or the Operating 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, Mortgage Loans and other investmentsAssets; and (v) enter into leases of Property and service contracts for Company Property Assets with duly qualified and licensed Persons and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Propertythe Assets, including the servicing of Mortgages;
(fvii) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets;
(gviii) obtain the prior approval of the Directors Board (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assetsAssets;
(hix) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and Company, negotiate on behalf of the Company with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Company or obtain loans for the Company, as and when appropriate, 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;
(ix) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Assets;
(jxi) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company under this Agreement;
(kxii) provide assist the Company with in arranging for all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(mxiii) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties Assets;
(xiv) upon request of the Company, act, or obtain the services of duly qualified and Mortgage Loanslicensed others to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(xv) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company;
(xvi) provide office space, equipment and duly qualified and licensed personnel as required for the performance of the foregoing services as Advisor;
(xvii) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(nxviii) notify do all things necessary to assure its ability to render the Board services described in this Agreement.
(b) Following the hiring of the Initial Transferred Executives by the Company, as contemplated by and permitted under Section 7.1 of the Master Modification Agreement, (i) the Company shall cause such Initial Transferred Executives and any other employees of the Company and its Affiliates to cooperate with and assist the Advisor as is reasonably necessary or appropriate in order to enable the Advisor to continue to perform the duties described in Section 2.02(a), and (ii) the Advisor shall cause its employees to cooperate with and assist the Initial Transferred Executives as is reasonably necessary or appropriate, consistent with past practice. The Company acknowledges and agrees that certain of the duties of Advisor provided hereunder were previously performed (or performed in part) by the Initial Transferred Executives, who are no longer employed by the Advisor or its Affiliates as a result of the transactions to be consummated upon the execution and delivery of the Master Modification Agreement but will perform such services for the Company as employees of the Company. As a result, the Company acknowledges and agrees that the duties of the Advisor (from and after the date hereof) shall be modified as is reasonably necessary to reflect the fact that the Initial Transferred Executives are no longer employed by Advisor, irrespective of whether such Initial Transferred Executive remains employed by the Company. If any of the Initial Transferred Executives cease their employment with the Company during the term of this Agreement, the Company shall use commercially reasonable efforts to hire a replacement employee as promptly as is reasonably practicable to perform the duties and functions of such Initial Transferred Executive. If the Company has not hired such a replacement employee and the Advisor reasonably determines that a replacement is necessary to perform the duties of such Initial Transferred Executive prior to the Company hiring a replacement employee, the Advisor may, at any time after the respective Initial Transferred Executive ceases to be employed by the Company, in its discretion, hire or assign an employee to perform the duties and functions of such Initial Transferred Executive under this Agreement on a temporary basis; provided, that such employee is reasonably acceptable to the Company. The Company shall be responsible for the cost of any such temporary employee’s compensation and benefits; provided, however, that if such temporary employee does not allocate all proposed material transactions before they are completedof his or her business time to providing services to or for the Company, then the Company shall only be responsible for a percentage of such costs equal to the percentage of such temporary employee’s business time spent on providing services to or for the Company. If the Company has not hired a replacement employee (on a temporary or permanent basis) within 120 days of such Initial Transferred Executive ceasing employment with the Company, the Advisor may, in its discretion, hire a permanent employee (or make a temporary employee permanent) upon notice to the Company, in which case (x) such permanent employee shall be deemed to be a “Specified Employee” under the Master Modification Agreement and (y) the Adjustment Amount specified in Section 3.01(a) shall be reduced by an amount equal to the total annual compensation and benefits of such permanent employee; provided that the Advisor may not hire such a permanent employee (or make such a temporary employee permanent) after April 1, 2014 without the prior consent of the Company.
Appears in 2 contracts
Samples: Master Modification Agreement (Behringer Harvard Multifamily Reit I Inc), Advisory Management Agreement (Behringer Harvard Multifamily Reit I Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCompany and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company's financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs Sections 3(g) and 4 hereof, : (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment investments in Properties, Mortgage Loans and other investments Investment Assets will be made made, purchased or acquired by the Company; (iii) make investments in Properties, Mortgage Loans and other investments Investment Assets on behalf of the Company in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestment Assets; and (v) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Investment Assets;
(g) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Investment Assets;
(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, including, but not limited to: (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company under this Agreement;
(kl) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company's business and operations;
(n) provide the Company with such accounting data and any other information requested by the Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of the Company;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;
(q) provide the Company with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to or maintain on behalf of the Company copies of of, all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(nu) notify if a transaction, proposed transaction or other matter requires approval by the Board of or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed material transactions before they are completedtransaction or other matter.
Appears in 2 contracts
Samples: Advisory Agreement (Corporate Property Associates 16 Global Inc), Advisory Agreement (Carey W P & Co LLC)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company CPA: 17 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 17 as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCPA: 17 and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's CPA: 17’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's CPA: 17’s assets and investment policies;
(b) provide the daily management of the Company CPA: 17 and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCPA: 17;
(c) investigate, select, and, on behalf of the CompanyCPA: 17, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company CPA: 17 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 17 and assist the Directors Board in the formulation and implementation of the Company's financial CPA: 17’s policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs Sections 3(g) and 4 hereof, : (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Investments will be made made, purchased or acquired by the CompanyCPA: 17; (iii) make investments in Properties, Mortgage Loans and other investments Investments on behalf of the Company in compliance with the investment objectives and policies of the CompanyCPA: 17; (iv) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestments; and (v) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors Board with periodic reports regarding prospective investmentsInvestments [and with periodic reports, no less than quarterly, of new Investments made during the prior fiscal quarter, which reports shall include information regarding the type of each Investment made (in the categories provided in Section 9)];
(g) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company CPA: 17 with banks or lenders for loans to be made to the Company CPA: 17, and negotiate on behalf of the Company CPA: 17 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the CompanyCPA: 17, 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 CompanyCPA: 17;
(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyInvestments;
(j) obtain for, or provide to, CPA: 17 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 17; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 17, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company CPA: 17 under this Agreement;
(kl) communicate on behalf of CPA: 17 with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CPA: 17;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 17’s business and operations;
(n) provide CPA: 17 with such accounting data and any other information requested by CPA: 17 concerning the Company investment activities of CPA: 17 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of CPA: 17;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(q) provide CPA: 17 with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 17 as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of CPA: 17 as requested by the Board, and deliver to or maintain on behalf of the Company CPA: 17 copies of of, all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(nu) notify if a transaction, proposed transaction or other matter requires approval by the Board of or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed material transactions before they are completedtransaction or other matter.
Appears in 2 contracts
Samples: Advisory Agreement (Corporate Property Associates 17 - Global INC), Advisory Agreement (Corporate Property Associates 17 - Global INC)
DUTIES OF THE ADVISOR. The Subject to Section 14, the Advisor undertakes to use its best efforts to present to the Company CWI 2 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CWI 2 as determined and adopted from time to time by the Board. The Advisor will follow the Guidelines when allocating Investment opportunities among CWI 2, other entities managed by the Advisor and its Affiliates, and the Advisor and its Affiliates for their own account. The Guidelines shall not be amended without the prior approval of at least a majority of the Independent Directors. In performance of this undertakingthe foregoing undertakings, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCWI 2 and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an AffiliateAffiliate or the Subadvisor:
(a) serve as the CompanyCWI 2's investment and financial advisor and provide research and economic and statistical data in connection with the CompanyCWI 2's assets and investment policies;
(b) provide the daily management of the Company CWI 2 and perform and supervise the various administrative functions reasonably necessary for the management of CWI 2, the CompanyOperating Partnership and the Investments;
(c) investigate, select, and, on behalf of the CompanyCWI 2, engage engage, oversee and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, franchisors, independent property operators 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company CWI 2 with any of the foregoing;
(d) consult with the officers and Directors of the Company CWI 2 and assist the Directors Board in the formulation and implementation of the CompanyCWI 2's financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs 3(gSections 3(h) and 4 hereof, : (i) locate, analyze and select potential investments in PropertiesInvestments and deliver to the Investment Committee, Mortgage Loans and other investmentsas applicable, such information as it may request or as otherwise may be necessary to enable the Investment Committee to evaluate potential Investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Investments will be made made, purchased or acquired by the CompanyCWI 2; (iii) make investments in Properties, Mortgage Loans and other investments Investments on behalf of the Company in compliance with the investment objectives and policies of the CompanyCWI 2; (iv) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestments; and (v) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such; (vi) oversee such Company Propertynon-affiliated property managers and other non-affiliated Persons who perform services for CWI 2; and (vii) undertake accounting and other record-keeping functions at the Investment level;
(f) provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of new Investments made during the prior fiscal quarter;
(g) assist the Board in its evaluation of potential liquidity transactions for CWI 2 and take such actions as may be requested by the Board or as may otherwise be necessary or desirable to execute any liquidity transaction approved by the Board;
(h) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Properties which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(hi) negotiate on behalf of the Company CWI 2 with banks or lenders for loans to be made to the Company CWI 2, and negotiate on behalf of the Company CWI 2 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the CompanyCWI 2, 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 CompanyCWI 2;
(ij) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyInvestments;
(jk) obtain for, or provide to, CWI 2 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CWI 2; and (iv) the handling, prosecuting and settling of any claims of or against CWI 2, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(l) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company CWI 2 under this Agreement;
(km) communicate on behalf of CWI 2 with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CWI 2;
(n) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CWI 2's business and operations;
(o) provide CWI 2 with such accounting data and any other information requested by CWI 2 concerning the Company investment activities of CWI 2 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(p) maintain the books and records of CWI 2;
(q) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(r) provide CWI 2 with all necessary cash management services;
(ls) provide asset management services including, without limitation, oversight and strategic guidance to independent property operators that handle day-to-day operations of CWI 2's Properties;
(t) do all things necessary to assure its ability to render the services described in this Agreement;
(mu) perform such other services as may be required from time to time for management and other activities relating to the assets of CWI 2 as the Advisor shall deem advisable under the particular circumstances;
(v) arrange to obtain on behalf of CWI 2 as requested by the Board, and deliver to or maintain on behalf of the Company CWI 2 copies of of, all appraisals obtained in connection with Investments;
(w) if a transaction, proposed transaction or other matter requires approval by the investments in Properties and Mortgage LoansBoard or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter; and
(nx) notify on an annual basis, no later than 90 days prior to the Board end of all each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor's performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed material transactions before they are completedchanges to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor's report shall address, among other things, (a) those matters identified in CWI 2's organizational documents as matters which the Independent Directors must review each year with respect to the Advisor's performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the "dead deal" costs incurred by CWI 2 during the past year. In addition, the Independent Directors may request that the Advisor refund certain of the "dead deal" costs incurred by CWI 2 if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that CWI 2 should not bear such costs.
Appears in 2 contracts
Samples: Advisory Agreement (Carey Watermark Investors 2 Inc), Advisory Agreement (W. P. Carey Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts --------------------- to present to the Company potential investment opportunities and 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 DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration StatementProspectus, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company's uncertificated Shares and acting as transfer agent for the Company's uncertificated Shares;
(d) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not not' limited to entering into contracts in the name of the Company with any of the foregoing;
(de) consult with the officers and Directors the Board of the Company and assist the Directors Board in the formulation and implementation of the Company's financial policies, and, as necessary, furnish the Directors 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;
(ef) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Properties will be made by the Companymade; (iii) make investments in Properties, Mortgage Loans and other investments Properties 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, Mortgage Loans and other investmentsProperty; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(fg) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Properties;
(gh) obtain the prior approval of the Directors Board (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assets;
(hi) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-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;
(ij) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Properties;
(jk) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company under this Agreement;
(kl) provide the Company with all necessary cash management services;
(lm) do all things necessary to assure its ability to render the services described in this Agreement;
(mn) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage LoansProperties; and
(no) notify the Board of all proposed material transactions before they are completed.
Appears in 2 contracts
Samples: Advisory Agreement (Wells Real Estate Investment Trust Inc), Advisory Agreement (Wells Real Estate Investment Trust Inc)
DUTIES OF THE ADVISOR. During the term of this Agreement, the Advisor will be responsible for performing the day-to-day business affairs of the Company. The Advisor undertakes to will use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Company, as determined and adopted from time to time by the Directors. In performance As part of performing its obligations hereunder, subject to certain restrictions described in this undertakingAgreement (including those set forth in Sections 4 and 7 below), and subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, the Articles of Incorporation and the Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliatewill:
(a) serve as the Company's investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company, including cash management services;
(c) investigate(i) locate, select, and, analyze and select potential investments in Properties and Mortgage Loans; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Mortgage Loans will be made by the Company; (iii) make investments in Properties and Mortgage Loans on behalf of the Company 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 investments in Properties and Mortgage Loans; (v) on behalf of the Company, sell, dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Mortgage Loans, in compliance with the investment objectives and policies of the Company; and (vi) enter into leases and service contracts for Company Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Assets;
(d) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities, but in no event in such a way so that the Advisor will be acting as a 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 will be the responsibility of the Company;
(e) on behalf of the Company, investigate, select and 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, to consultants, accountants, correspondents, lenders, 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 services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(df) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's financial policies, and, as necessary, furnish the Directors 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;
(e) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments will be made by the Company; (iii) make investments in Properties, Mortgage Loans and other investments on behalf of the Company 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, Mortgage Loans and other investments; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(f) provide the Directors with periodic reports regarding prospective investments;
(g) obtain the prior approval of the Directors for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assets;
(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) 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;
(jh) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement;
(k) provide the Company with all necessary cash management services;
(li) do all things necessary to assure its ability to render the services described in this Agreement;
(mj) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(nk) notify the Board of Directors of all proposed material transactions before they are completed.
Appears in 2 contracts
Samples: Advisory Agreement (Wellbrook Properties, Inc.), Advisory Agreement (Wellbrook Properties, Inc.)
DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company potential Company, OP I and the Partnership investment opportunities and 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 DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration StatementCompany’s most recent Prospectus for Shares, other public filings made by the Company, Articles of Incorporation and Bylaws of the CompanyBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s investment policies and objectives;
(b) serve as the Company's ’s, OP I’s and Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Assets and the Company's assets and ’s investment policies;
(bc) provide the daily management of the Company Company, OP I and Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company, OP I and the Partnership;
(cd) maintain and preserve the books and records of the Company, OP I and the Partnership, including stock books and records reflecting a record of the Stockholders and their ownership of the Shares;
(e) investigate, select, and, on behalf of the Company, OP I 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, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property management companies, transfer agents 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 services hereinforegoing services, including but not limited to entering into contracts in the name and on behalf of the Company Company, OP I and the Partnership with any of the foregoing;
(df) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors 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, OP I and the Partnership;
(eg) review and analyze the operating and capital budgets prepared and submitted by a third party for each property;
(h) subject to the provisions of Paragraphs 3(gSections 2.02(i) and 4 2.03 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investmentsAssets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment investments in Properties, Mortgage Loans and other investments Assets will be made by the Companymade; (iii) make investments in Properties, Mortgage Loans and other investments Assets on behalf of the Company Company, OP I 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, Mortgage Loans and other investmentsAssets; and (v) enter into leases of Property and service contracts for Company Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyAssets, including the servicing of Mortgages;
(fi) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets;
(gj) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(k) obtain the prior approval of the Directors Board (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans Assets with a Contract Purchase Price equal to or greater than $15,000,000;
(with respect to which l) obtain the vote prior approval of a majority of the Independent Directors must be obtained), and a majority of the Board not otherwise interested in any transaction with the Advisor or other assetsits Affiliates;
(hm) negotiate on behalf of the Company Company, OP I and the Partnership with banks or lenders for loans to be made to the Company and Company, negotiate on behalf of the Company Company, OP I and the Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Company or obtain loans for the Company, OP I and the Partnership, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as a broker-dealer or an underwriter; and provided, 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;
(in) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company, OP I and the Partnership in Assets;
(jo) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company Company, OP I and the Partnership under this Agreement;
(kp) provide the Company with Company, OP I and the Partnership with, or assist the Company, OP I and the Partnership in arranging for, all necessary cash management services;
(lq) deliver to or maintain on behalf of the Company, OP I and the Partnership copies of all appraisals obtained in connection with the investments in Assets;
(r) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company, OP I and the Partnership in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company, OP I and the Partnership and handling, prosecuting and settling any claims of the Company, OP I and the Partnership, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(s) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations;
(t) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(u) assist the Company, OP I and the Partnership in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(v) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(n) notify the Board of all proposed material transactions before they are completed.
Appears in 2 contracts
Samples: Advisory Agreement (Carter Validus Mission Critical REIT, Inc.), Advisory Agreement (Carter Validus Mission Critical REIT II, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCompany and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's ’s investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company's financial ’s policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs Sections 3(g) and 4 hereof, : (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment investments in Properties, Mortgage Loans and other investments Investment Assets will be made made, purchased or acquired by the Company; (iii) make investments in Properties, Mortgage Loans and other investments Investment Assets on behalf of the Company in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestment Assets; and (v) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Investment Assets; the occurrence of any Triggering Event during the prior fiscal quarter; and the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter;
(g) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Investment Assets;
(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, including, but not limited to: (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company under this Agreement;
(kl) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;
(n) provide the Company with such accounting data and any other information requested by the Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of the Company;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;
(q) provide the Company with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to or maintain on behalf of the Company copies of of, all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(nu) notify if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter.
(v) on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in the Company’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by the Company during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all proposed material transactions before they are completedor a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment Asset, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may request that the Advisor refund certain of the dead deal costs incurred by the Company if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.
Appears in 2 contracts
Samples: Advisory Agreement (Corporate Property Associates 16 Global Inc), Advisory Agreement (Carey W P & Co LLC)
DUTIES OF THE ADVISOR. The Subject to Section 14, the Advisor undertakes to use its best efforts to present to the Company CWI 2 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CWI 2 as determined and adopted from time to time by the Board. The Advisor will follow the Guidelines when allocating Investment opportunities among CWI 2, other entities managed by the Advisor and its Affiliates, and the Advisor and its Affiliates for their own account. The Guidelines shall not be amended without the prior approval of at least a majority of the Independent Directors. In performance of this undertakingthe foregoing undertakings, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCWI 2 and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an AffiliateAffiliate or the Subadvisor:
(a) serve as the Company's CWI 2’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's CWI 2’s assets and investment policies;
(b) provide the daily management of the Company CWI 2 and perform and supervise the various administrative functions reasonably necessary for the management of CWI 2, the CompanyOperating Partnership and the Investments;
(c) investigate, select, and, on behalf of the CompanyCWI 2, engage engage, oversee and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, franchisors, independent property operators 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company CWI 2 with any of the foregoing;
(d) consult with the officers and Directors of the Company CWI 2 and assist the Directors Board in the formulation and implementation of the Company's financial CWI 2’s policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs 3(gSections 3(h) and 4 hereof, : (i) locate, analyze and select potential investments in PropertiesInvestments and deliver to the Investment Committee, Mortgage Loans and other investmentsas applicable, such information as it may request or as otherwise may be necessary to enable the Investment Committee to evaluate potential Investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Investments will be made made, purchased or acquired by the CompanyCWI 2; (iii) make investments in Properties, Mortgage Loans and other investments Investments on behalf of the Company in compliance with the investment objectives and policies of the CompanyCWI 2; (iv) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestments; and (v) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such; (vi) oversee such Company Propertynon-affiliated property managers and other non-affiliated Persons who perform services for CWI 2; and (vii) undertake accounting and other record-keeping functions at the Investment level;
(f) provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of new Investments made during the prior fiscal quarter;
(g) assist the Board in its evaluation of potential liquidity transactions for CWI 2 and take such actions as may be requested by the Board or as may otherwise be necessary or desirable to execute any liquidity transaction approved by the Board;
(h) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Properties which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(hi) negotiate on behalf of the Company CWI 2 with banks or lenders for loans to be made to the Company CWI 2, and negotiate on behalf of the Company CWI 2 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the CompanyCWI 2, 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 CompanyCWI 2;
(ij) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyInvestments;
(jk) obtain for, or provide to, CWI 2 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CWI 2; and (iv) the handling, prosecuting and settling of any claims of or against CWI 2, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(l) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company CWI 2 under this Agreement;
(km) communicate on behalf of CWI 2 with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CWI 2;
(n) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CWI 2’s business and operations;
(o) provide CWI 2 with such accounting data and any other information requested by CWI 2 concerning the Company investment activities of CWI 2 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(p) maintain the books and records of CWI 2;
(q) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(r) provide CWI 2 with all necessary cash management services;
(ls) provide asset management services including, without limitation, oversight and strategic guidance to independent property operators that handle day-to-day operations of CWI 2’s Properties;
(t) do all things necessary to assure its ability to render the services described in this Agreement;
(mu) perform such other services as may be required from time to time for management and other activities relating to the assets of CWI 2 as the Advisor shall deem advisable under the particular circumstances;
(v) arrange to obtain on behalf of CWI 2 as requested by the Board, and deliver to or maintain on behalf of the Company CWI 2 copies of of, all appraisals obtained in connection with Investments;
(w) if a transaction, proposed transaction or other matter requires approval by the investments in Properties and Mortgage LoansBoard or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter; and
(nx) notify on an annual basis, no later than 90 days prior to the Board end of all each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed material transactions before they are completedchanges to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in CWI 2’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by CWI 2 during the past year. In addition, the Independent Directors may request that the Advisor refund certain of the “dead deal” costs incurred by CWI 2 if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that CWI 2 should not bear such costs.
Appears in 1 contract
Samples: Advisory Agreement (Carey Watermark Investors 2 Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company Trust (including in its capacity as general partner of the Controlled Partnership) and the Controlled Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Trust as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions Investment Guidelines, the Declaration of Trust and the Registration Statement, Articles of Incorporation and Bylaws of the CompanyBylaws, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's Trust’s and the Controlled Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's Trust’s and the Controlled Partnership’s assets and investment policies;
(b) provide the daily management of the Company Trust and the Controlled Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyTrust and the Controlled Partnership, including: the collection of revenues and the payment of the Trust’s and the Controlled Partnership’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; keeping the Trust’s and the Controlled Partnership’s books and records; and organizing meetings of the Board;
(c) investigate, select, and, on behalf of the CompanyTrust and the Controlled 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, to consultants, accountants, appraisers, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property managers, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company Trust and the Controlled Partnership, with any of the foregoing;
(d) consult with the officers and Directors of the Company Trustees and assist the Directors Trustees in the formulation and implementation of the Company's financial Trust’s financial, valuation and other policies, and, as necessary, furnish the Directors Trustees with advice and recommendations with respect to the making of investments and dispositions consistent with the investment objectives and policies of the Company Trust and in connection with any borrowings proposed to be undertaken by the CompanyTrust or the Controlled Partnership;
(e) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investmentsInvestments to be made by the Trust or the Controlled Partnership, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Investments will be made and disposed of by the CompanyTrust and the Controlled Partnership; (iii) make investments in Properties, Mortgage Loans and other investments dispose of Investments on behalf of the Company Trust and the Controlled Partnership in compliance with the investment objectives and policies of the CompanyTrust and the Controlled Partnership; (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, Mortgage Loans Trust’s and other investmentsthe Controlled Partnership’s Investments; and (v) enter into leases and service contracts for Company Property on behalf of the Trust and the Controlled Partnership and their respective assets and Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Propertythe Trust and the Controlled Partnership and their respective assets and Investments;
(f) provide the Directors Trustees with periodic reports regarding prospective investmentsInvestments to be made by the Trust and the Controlled Partnership;
(g) obtain the prior approval of the Directors for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assets;
(h) negotiate on behalf of the Company Trust and the Controlled Partnership with banks or lenders for loans to be made to the Company Trust or the Controlled Partnership, and negotiate on behalf of the Company Trust or the Controlled Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the CompanyTrust or the Controlled 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 CompanyTrust or the Controlled Partnership, as applicable;
(ih) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyTrust or the Controlled Partnership;
(ji) from time to time, or at any time reasonably requested by the DirectorsTrustees, make reports to the Directors Trustees of its performance of services to the Company Trust or the Controlled Partnership under this Agreement;
(kj) provide the Company Trust and the Controlled Partnership with all necessary cash management services;
(lk) do all things necessary to assure its ability to render the services described in this Agreement;
(ml) deliver to or maintain on behalf of the Company Trust or the Controlled Partnership, as applicable, copies of all appraisals obtained in connection with the investments in Properties Properties;
(m) arrange, negotiate, coordinate and Mortgage Loansmanage operations of any joint venture or co-investment interests held by the Trust or the Controlled Partnership and conduct all matters with any joint venture or co-investment partners;
(n) communicate on the Trust’s or the Controlled Partnership’s behalf with the respective holders of any of the Trust’s or the Controlled Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders;
(o) evaluate and recommend to the Board modifications to the hedging strategies in effect and cause the Trust to engage in overall hedging strategies consistent with the Trust’s status as a REIT and with the Trust’s Investment Guidelines;
(p) advise the Trust regarding the maintenance of the Trust’s status as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder;
(q) advise the Trust regarding the maintenance of the Trust’s exemption from the Investment Company Act of 1940, as amended (the “Investment Company Act”), and monitor compliance with the requirements for maintaining an exemption from that Act;
(r) monitor the operating performance of the Trust’s and the Controlled Partnership’s Investments and provide periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results;
(s) invest or reinvest any money of the Trust or the Controlled Partnership (including investing in short-term Investments pending investment in long-term Investments, payment of fees, costs and expenses, or payments of distributions to the Trust’s shareholders and the Controlled Partnership’s partners), and advise the Trust and the Controlled Partnership as to the Trust’s or the Controlled Partnership’s respective capital structure and capital raising;
(t) cause the Trust and the Controlled Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Code and to conduct quarterly compliance reviews thereto, as applicable;
(u) cause the Trust and the Controlled Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;
(v) assist the Trust in maintaining the registration of the Shares under federal securities laws (including the Xxxxxxxx-Xxxxx Act of 2002) and complying with all federal, state and local regulatory requirements applicable to the Trust in respect of the Trust’s business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Exchange Act of 1934, as amended;
(w) take all necessary actions to enable the Trust and the Controlled Partnership to make required tax filings and reports, including soliciting shareholders for required information to the extent provided by the REIT provisions of the Code;
(x) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Trust or the Controlled Partnership may be involved or to which the Trust or the Controlled Partnership may be subject, arising out of the Trust’s or the Controlled Partnership’s day-to-day operations, subject to such limitations or parameters as may be imposed from time-to-time by the Board;
(y) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Trust and the Controlled Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time-to-time;
(z) perform such other services as may be required from time-to-time for management and other activities relating to the Trust’s and the Controlled Partnership’s respective assets as the Board will reasonably request or the Advisor will deem appropriate under the particular circumstances;
(aa) use commercially reasonable efforts to cause the Trust and the Controlled Partnership to comply with all applicable laws; and
(nbb) notify calculate the Board of all proposed material transactions before they are completedTrust’s and the Controlled Partnership’s respective net asset values, recommend independent valuation experts, third-party appraisal managers and appraisers and perform valuations and other services, each as provided in the Valuation Guidelines.
Appears in 1 contract
Samples: Investment Advisory Agreement (Fidelity Property Income Trust)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's financial policies, and, as necessary, furnish the Directors 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;
(e) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans Loans, potential lessees of Secured Equipment Leases [and other investments], (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and [other investments investments] will be made and Secured Equipment Leases will be offered by the Company; (iii) make investments in Properties, Mortgage Loans [and other investments investments] and enter into Secured Equipment Leases on behalf of the Company 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, Mortgage Loans Loans, Secured Equipment Leases [and other investments]; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(f) provide the Directors with periodic reports regarding prospective investmentsinvestments and prospective lessees or borrowers of Secured Equipment Leases;
(g) obtain the prior approval of the Directors for any and all investments in Properties, Mortgage Loans and other investments and in connection with the offering of Secured Equipment Leases (with respect to which the vote of a majority of the all Independent Directors must also be obtainedobtained with respect to Mortgage Loans and Secured Equipment Leases), or other assets;
(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) 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;
(j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement;
(k) provide the Company with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and;
(n) notify the Board of all proposed material transactions before they are completed; and
(o) administer the Secured Equipment Lease program on behalf of the Company.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an a Permitted Affiliate:
(a) a. serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) b. provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) c. investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) d. consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's financial policies, and, as necessary, furnish the Directors 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;
(e) e. subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Properties will be made by the Companymade; (iii) make investments in Properties, Mortgage Loans and other investments Properties on behalf of the Company 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, Mortgage Loans and other investmentsProperty; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(f) f. provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties;
(g) g. obtain the prior approval of the Directors for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assets;
(h) h. negotiate on behalf of the Company with banks or lenders for loans to be made to the Company Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) i. obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Properties;
(j) j. from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement;
(k) k. provide the Company with all necessary cash management services;
(l) l. do all things necessary to assure its ability to render the services described in this Agreement;
(m) m. deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage LoansProperties; and
(n) n. notify the Board of all proposed material transactions before they are completed.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCompany and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company's financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs Sections 3(g) and 4 hereof, : (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment investments in Properties, Mortgage Loans and other investments Investment Assets will be made made, purchased or acquired by the Company; (iii) make investments in Properties, Mortgage Loans and other investments Investment Assets on behalf of the Company in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestment Assets; and (v) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Investment Assets;
(g) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which do not meet all of the vote of a majority requirements set forth in Section 4(b) hereof and obtain the prior approval of the Independent Directors must be obtained), or other assetsfor all investments in Loans;
(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Investment Assets;
(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, including, but not limited to: (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company under this Agreement;
(kl) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company's business and operations;
(n) provide the Company with such accounting data and any other information requested by the Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of the Company;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;
(q) provide the Company with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to or maintain on behalf of the Company copies of of, all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(nu) notify if a transaction, proposed transaction or other matter requires approval by the Board of or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed material transactions before they are completedtransaction or other matter.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company potential Company, OP I and the Partnership investment opportunities and 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 DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration StatementCompany’s most recent Prospectus for Shares, other public filings made by the Company, Articles of Incorporation and Bylaws of the CompanyBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) find, evaluate, present and recommend to the Company investment opportunities consistent with the Company’s investment policies and objectives;
(b) serve as the Company's ’s, OP I’s and the Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Assets and the Company's assets and ’s investment policies;policies;
(bc) provide the daily management of the Company Company, OP I and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company;, OP I and the Partnership;
(cd) maintain and preserve the books and records of the Company, OP I and the Partnership, including stock books and records reflecting a record of the Stockholders and their ownership of the Shares;
(e) investigate, select, and, on behalf of the Company, OP I 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, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property management companies, transfer agents 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 services hereinforegoing services, including but not limited to entering into contracts in the name and on behalf of the Company Company, OP I and the Partnership with any of the foregoing;foregoing;
(df) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors 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;, OP I and the Partnership;
(eg) review and analyze the operating and capital budgets prepared and submitted by a third party for each property;
(h) subject to the provisions of Paragraphs 3(gSections 2.02(j)-(l) and 4 2.03 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investmentsAssets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment investments in Properties, Mortgage Loans and other investments Assets will be made by the Company; made; (iii) make investments in Properties, Mortgage Loans and other investments Assets on behalf of the Company Company, OP I or the Partnership in compliance with the investment objectives and policies of the Company; 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, Mortgage Loans and other investments; Assets; and (v) enter into leases of Property and service contracts for Company Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;Assets, including the servicing of Mortgages;
(fi) provide the Directors Board with periodic reports regarding prospective investments;investments in Assets;
(gj) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(k) obtain the prior approval of the Directors Board (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans Assets with a Contract Purchase Price equal to or greater than $15,000,000;
(with respect to which l) obtain the vote prior approval of a majority of the Independent Directors must be obtained), and a majority of the Board not otherwise interested in any transaction with the Advisor or other assets;its Affiliates;
(hm) negotiate on behalf of the Company Company, OP I and the Partnership with banks or lenders for loans to be made to the Company and Company, negotiate on behalf of the Company Company, OP I and the Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Company or obtain loans for the Company, OP I and the Partnership, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as a broker-dealer or underwriter; an underwriter; and provided, 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;Company;
(in) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company;, OP I and the Partnership in Assets;
(jo) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company Company, OP I and the Partnership under this Agreement;Agreement;
(kp) provide the Company with Company, OP I and the Partnership with, or assist the Company, OP I and the Partnership in arranging for, all necessary cash management services;services;
(lq) deliver to or maintain on behalf of the Company, OP I and the Partnership copies of all appraisals obtained in connection with the investments in Assets;
(r) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company, OP I and the Partnership in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company. OP I and the Partnership and handling, prosecuting and settling any claims of the Company, OP I and the Partnership, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(s) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company in connection with investor relations;
(t) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(u) assist the Company, OP I and the Partnership in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(v) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(n) notify the Board of all proposed material transactions before they are completed.
Appears in 1 contract
Samples: Advisory Agreement (Carter Validus Mission Critical REIT II, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time by with the Directorsapproval of the Stockholders. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCompany and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's ’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policiesadvisor;
(b) provide the daily management of for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCompany and the Operating Partnership;
(c) investigate, select, and, on behalf of the CompanyCompany and the Operating 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, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, 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 services hereinforegoing services, including including, but not limited to to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors 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 CompanyCompany or the Operating Partnership;
(e) subject to the provisions of Paragraphs 3(g) and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential investments in Properties, Mortgage Loans and other investmentsInvestments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans acquisitions and other investments dispositions of Investments will be made by the Companymade; (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties, Mortgage Loans and other investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (ivv) 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 inwith, Properties, Mortgage Loans and other investmentsInvestments; and (vvi) enter into leases and service contracts for Company Property Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services for the Company Propertyor the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate;
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) obtain make investments in, and dispositions of, Investments within the prior approval of discretionary limits and authority as granted by the Directors for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assetsBoard;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans Loans for the CompanyCompany and the Operating 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 CompanyCompany or the Operating Partnership;
(i) obtain reports (which may may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyCompany and the Operating Partnership;
(j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to to, or maintain on behalf of of, the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; andany Real Estate Assets as may be required to be obtained by the Board;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company Trust potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives Investment Objectives and policies of the Company Trust as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles Trust’s Declaration of Incorporation Trust and Bylaws of the CompanyBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) manage the formation of the Trust and the Partnership, including the preparation and filing of all necessary documentation and ancillary agreements;
(b) structure, qualify and/or register the Trust’s securities offerings;
(c) coordinate marketing and distribution of the Trust’s Shares in connection with any of the Trust’s securities offerings;
(d) structure, qualify, register and oversee the distribution of Shares pursuant to the Trust’s distribution reinvestment plan;
(e) serve as the Company's Trust’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets Assets and investment the Trust’s Investment Objectives and policies;
(bf) provide the daily management of the Company Trust and perform and supervise the various administrative functions reasonably necessary for the management and operations of the CompanyTrust;
(cg) coordinate and manage operations of any joint venture or co-investment interests held by the Trust and conduct all matters with the joint venture or co-investment partners;
(h) maintain and preserve the books and records of the Trust, including share books and records reflecting a record of the Shareholders and their ownership of the Trust’s Shares;
(i) investigate, select, and, on behalf of the CompanyTrust, engage engage, supervise and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, financial advisors, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, asset managers; property management companies, transfer agents 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company Trust with any of the foregoing;
(dj) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company's Trust’s financial policies, policies and, as necessary, furnish the Directors Board with advice and recommendations (i) with respect to the making of investments consistent with the investment objectives Investment Objectives and policies of the Company and Trust, (ii) in connection with any borrowings proposed to be undertaken by the CompanyTrust and (iii) with respect to modifications to the Investment Objectives;
(ek) subject to the provisions of Paragraphs 3(gSections 2.02(i) and 4 2.03 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Assets will be made by the Companymade; (iii) make investments in Properties, Mortgage Loans and other investments Assets on behalf of the Company Trust or the Partnership in compliance with the investment objectives Investment Objectives and policies of the CompanyTrust; (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, PropertiesAssets; (v) evaluate and recommend to the Board hedging strategies and engage in hedging activities on the Trust’s behalf, Mortgage Loans consistent with such strategies as so modified from time to time, with the Trust’s qualification as a REIT and other investments; with the Investment Objectives, and (vvi) enter into leases of Property and service contracts for Company Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyAssets, including the servicing of Secured Loans;
(fl) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets;
(gm) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(n) obtain the prior approval of the Directors Board (including a majority of all Independent Trustees) for any and all investments in PropertiesAssets, Mortgage Loans provided that such prior Board approval shall not be required for investments made in accordance with the Investment Objectives, but quarterly summaries of such investments shall be provided to the Board;
(o) with respect to which the vote transactions described in Article XI of the Declaration of Trust, obtain the prior approval of a majority of the Independent Directors must be obtained), Trustees and a majority of the Board not otherwise interested in any transaction with the Advisor or other assetsits Affiliates;
(hp) negotiate on behalf of the Company Trust with banks or lenders for loans to be made to the Company and Trust, negotiate on behalf of the Company Trust with counterparties for repurchase agreements, interest rate swap agreements and other agreements and instruments used in the conduct of the Trust’s business, negotiate on behalf of the Trust with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Trust or obtain loans for the CompanyTrust, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, 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 CompanyTrust;
(iq) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyTrust in Assets;
(jr) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company Trust under this Agreement;
(ks) provide the Company with Trust with, or assist the Trust in arranging for, all necessary cash management services;
(lt) deliver to or maintain on behalf of the Trust copies of all appraisals obtained in connection with the investments in Assets;
(u) upon request of the Trust, act, or obtain the services of others to act, as attorney-in-fact or agent of the Trust in making, acquiring and disposing of Assets, disbursing and collecting the funds, paying the debts and fulfilling the obligations of the Trust and handling, prosecuting and settling any claims of the Trust, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(v) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Shareholders and other investors and act on behalf of the Trust in connection with investor relations;
(w) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(x) assist the Trust in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(y) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(n) notify the Board of all proposed material transactions before they are completed.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCompany and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's ’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policiesadvisor;
(b) provide the daily management of for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCompany and the Operating Partnership;
(c) investigate, select, and, on behalf of the CompanyCompany and the Operating 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, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors 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 CompanyCompany or the Operating Partnership;
(e) subject to the provisions of Paragraphs 3(g) and Paragraph 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential investments in Properties, Mortgage Loans and other investmentsInvestments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans acquisitions and other investments dispositions of Investments will be made by the Companymade; (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties, Mortgage Loans and other investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (ivv) 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 inwith, Properties, Mortgage Loans and other investmentsInvestments; and (vvi) enter into leases and service contracts for Company Property Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services for the Company Property;or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.
(f) upon request provide the Directors with periodic reports regarding prospective investments;
(g) obtain the prior approval of the Directors for any and all make investments in Properties, Mortgage Loans (with respect to which and dispositions of Investments within the vote of a majority of discretionary limits and authority as granted by the Independent Directors must be obtained), or other assetsBoard;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans Loans for the CompanyCompany and the Operating 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 CompanyCompany or the Operating Partnership;
(i) obtain reports (which may but are not required to be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyCompany and the Operating Partnership in Investments;
(j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; andany Real Estate Assets as may be required to be obtained by the Board;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Paragraph 3.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company CPA: 16 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 16 as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCPA: 16 and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's CPA: 16’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's CPA: 16’s assets and investment policies;
(b) provide the daily management of the Company CPA: 16 and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCPA: 16;
(c) investigate, select, and, on behalf of the CompanyCPA: 16, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company CPA: 16 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 16 and assist the Directors Board in the formulation and implementation of the Company's financial CPA: 16’s policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs Sections 3(g) and 4 hereof, : (i1) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Investments; (ii2) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Investments will be made made, purchased or acquired by the CompanyCPA: 16; (iii3) make investments in Properties, Mortgage Loans and other investments Investments on behalf of the Company in compliance with the investment objectives and policies of the CompanyCPA: 16; (iv4) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestments; and (v5) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of (1) the occurrence of any Triggering Event during the prior fiscal quarter; and (2) the amounts of “dead deal” costs incurred by CPA: 16 during the prior fiscal quarter;
(g) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company CPA: 16 with banks or lenders for loans to be made to the Company CPA: 16, and negotiate on behalf of the Company CPA: 16 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the CompanyCPA: 16, 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 CompanyCPA: 16;
(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyInvestments;
(j) obtain for, or provide to, CPA: 16 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 16; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 16, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company CPA: 16 under this Agreement;
(kl) communicate on behalf of CPA: 16 with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CPA: 16;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 16’s business and operations;
(n) provide CPA: 16 with such accounting data and any other information requested by CPA: 16 concerning the Company investment activities of CPA: 16 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of CPA: 16;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(q) provide CPA: 16 with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 16 as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of CPA: 16 as requested by the Board, and deliver to or maintain on behalf of the Company CPA: 16 copies of of, all appraisals obtained in connection with the investments in Properties and Mortgage Loans;
(u) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter;
(v) monitor the performance by the Manager of its duties under the Management Agreement; and
(nw) notify on an annual basis, no later than 90 days prior to the Board end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in CPA: 16’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by CPA: 16 during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all proposed material transactions before they are completedor a portion of the Initial Acquisition Fee paid by CPA: 16 in respect of such Investment, and if the Independent Directors make that request, the Advisor shall refund such amount to CPA: 16 within 60 days after receipt of such request. In addition, the Independent Directors may request that the Advisor refund certain of the dead deal costs incurred by CPA: 16 if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that CPA: 16 should not bear such costs.
Appears in 1 contract
Samples: Advisory Agreement (Corporate Property Associates 16 Global Inc)
DUTIES OF THE ADVISOR. The Subject to the supervision of the Board of Trustees, the Advisor undertakes will be responsible for the day-to-day operations of the Trust and, subject to use Section 17 hereof, shall provide such services and activities relating to the assets, operations and business plan of the Trust as may be appropriate, including:
(a) preparing and submitting an annual budget and business plan for approval by the Board of the Trust (the "Business Plan");
(b) using its best efforts to present to the Company potential investment opportunities and to provide Trust a continuing and suitable investment program consistent with the investment policies and objectives and policies of the Company Trust as determined set forth in the Business Plan;
(c) using its best efforts to present to the Trust investment opportunities consistent with the Business Plan and adopted such investment program as the Trustees may adopt from time to time by time;
(d) furnishing or obtaining and supervising the Directors. In performance of this undertaking, subject to the supervision ministerial functions in connection with the administration of the Directors and consistent with the provisions day-to-day operations of the Registration StatementTrust, Articles including the investment of Incorporation reserve funds and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:surplus cash in short-term money market investments;
(ae) serve serving as the CompanyTrust's investment and financial advisor and provide research and economic providing research, economic, and statistical data in connection with the CompanyTrust's assets investments and investment and financial policies;
(bf) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the CompanyTrust, engage investigating, selecting and conduct business conducting relations with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to, consultants, accountants, correspondentsborrowers, lenders, technical advisors, attorneysmortgagors, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banksinvestors, builders, developersdevelopers and others; provided however, 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 that the Advisor necessary shall not retain on the Trust's behalf any consultants or desirable for the performance of any of the services hereinthird party professionals, including but not limited to entering into contracts in the name of the Company with any of the foregoingother than legal counsel, without prior Board approval;
(dg) consult consulting with the officers Trustees and Directors of furnishing the Company and assist the Directors in the formulation and implementation of the Company's financial policies, and, as necessary, furnish the Directors Trustees with advice and recommendations with respect to the making making, acquiring (by purchase, investment, exchange, or otherwise), holding, and disposition (through sale, exchange, or otherwise) of investments consistent with the investment objectives and policies Business Plan of the Company and in connection with any borrowings proposed to be undertaken by the Company;
(e) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments will be made by the Company; (iii) make investments in Properties, Mortgage Loans and other investments on behalf of the Company 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, Mortgage Loans and other investments; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(f) provide the Directors with periodic reports regarding prospective investments;
(g) obtain the prior approval of the Directors for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assetsTrust;
(h) negotiate on behalf obtaining for the Trustees such services as may be required in acquiring and disposing of investments, disbursing and collecting the funds of the Company with banks or lenders Trust, paying the debts and fulfilling the obligations of the Trust, and handling, prosecuting, and settling any claims of the Trust, including foreclosing and otherwise enforcing mortgage and other liens securing investments;
(i) obtaining for loans to and at the expense of the Trust such services as may be made required for property management, loan disbursements, and other activities relating to the Company and negotiate on behalf investments of the Company Trust, provided, however, the compensation for such services shall be agreed to by the Trust and the service provider;
(j) advising the Trust in connection with investment banking firms and broker-dealers public or negotiate private sales of Shares and Securities shares or obtain other securities of the Trust, or loans for to the CompanyTrust, but in no event in such a way so that the Advisor shall could be deemed to be acting as broker-a 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;
(ik) obtain reports (which may be prepared quarterly and at any other time requested by the Advisor Trustees, making reports to the Trustees regarding the Trust's performance to date in relation to the Trust's approved Business Plan and its various components, as well as the Advisor's performance of the foregoing services;
(l) making or its Affiliates)providing appraisal reports, where appropriate, concerning the value of on investments or contemplated investments of the CompanyTrust;
(jm) from time assisting in preparation of reports and other documents necessary to time, satisfy the reporting and other requirements of any governmental bodies or at any time reasonably requested by agencies and to maintain effective communications with shareholders of the Directors, make reports to the Directors of its performance of services to the Company under this Agreement;Trust; and
(kn) provide the Company with all necessary cash management services;
(l) do doing all things necessary to assure ensure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf contemplated herein, including providing office space and office furnishings and personnel necessary for the performance of the Company copies of foregoing services as Advisor, all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(n) notify the Board of all proposed material transactions before they are completedat its own expense, except as otherwise expressly provided for herein.
Appears in 1 contract
Samples: Advisory Agreement (Continental Mortgage & Equity Trust)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company Trust (including in its capacity as general partner of the Controlled Partnership) and the Controlled Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Trust as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions Investment Guidelines, the Declaration of Trust and the Registration Statement, Articles of Incorporation and Bylaws of the CompanyBylaws, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's Trust’s and the Controlled Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's Trust’s and the Controlled Partnership’s assets and investment policies;
(b) provide the daily management of the Company Trust and the Controlled Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyTrust and the Controlled Partnership, including: the collection of revenues and the payment of the Trust’s and the Controlled Partnership’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; keeping the Trust’s and the Controlled Partnership’s books and records; and organizing meetings of the Board;
(c) investigate, select, and, on behalf of the CompanyTrust and the Controlled 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, to consultants, accountants, appraisers, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property managers, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company Trust and the Controlled Partnership, with any of the foregoing;
(d) consult with the officers and Directors of the Company Trustees and assist the Directors Trustees in the formulation and implementation of the Company's financial Trust’s financial, valuation and other policies, and, as necessary, furnish the Directors Trustees with advice and recommendations with respect to the making of investments and dispositions consistent with the investment objectives and policies of the Company Trust and in connection with any borrowings proposed to be undertaken by the CompanyTrust or the Controlled Partnership;
(e) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investmentsInvestments to be made by the Trust or the Controlled Partnership, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Investments will be made and disposed of by the CompanyTrust and the Controlled Partnership; (iii) make investments in Properties, Mortgage Loans and other investments dispose of Investments on behalf of the Company Trust and the Controlled Partnership in compliance with the investment objectives and policies of the CompanyTrust and the Controlled Partnership; (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, Mortgage Loans Trust’s and other investmentsthe Controlled Partnership’s Investments; and (v) enter into leases and service contracts for Company Property on behalf of the Trust and the Controlled Partnership and their respective assets and Investments and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Propertythe Trust and the Controlled Partnership and their respective assets and Investments;
(f) provide the Directors Trustees with periodic reports regarding prospective investmentsInvestments to be made by the Trust and the Controlled Partnership;
(g) obtain the prior approval of the Directors for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assets;
(h) negotiate on behalf of the Company Trust and the Controlled Partnership with banks or lenders for loans to be made to the Company Trust or the Controlled Partnership, and negotiate on behalf of the Company Trust or the Controlled Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the CompanyTrust or the Controlled 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 CompanyTrust or the Controlled Partnership, as applicable;
(ih) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyTrust or the Controlled Partnership;
(ji) from time to time, or at any time reasonably requested by the DirectorsTrustees, make reports to the Directors Trustees of its performance of services to the Company Trust or the Controlled Partnership under this Agreement;
(kj) provide the Company Trust and the Controlled Partnership with all necessary cash management services;
(lk) do all things necessary to assure its ability to render the services described in this Agreement;
(ml) deliver to or maintain on behalf of the Company Trust or the Controlled Partnership, as applicable, copies of all appraisals obtained in connection with the investments in Properties Properties;
(m) arrange, negotiate, coordinate and Mortgage Loansmanage operations of any joint venture or co-investment interests held by the Trust or the Controlled Partnership and conduct all matters with any joint venture or co-investment partners;
(n) communicate on the Trust’s or the Controlled Partnership’s behalf with the respective holders of any of the Trust’s or the Controlled Partnership’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders;
(o) evaluate and recommend to the Board modifications to the hedging strategies in effect and cause the Trust to engage in overall hedging strategies consistent with the Trust’s status as a REIT and with the Trust’s Investment Guidelines;
(p) advise the Trust regarding the maintenance of the Trust’s status as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder;
(q) advise the Trust regarding the maintenance of the Trust’s exemption from the Investment Company Act of 1940, as amended (the “Investment Company Act”), and monitor compliance with the requirements for maintaining an exemption from that Act;
(r) monitor the operating performance of the Trust’s and the Controlled Partnership’s Investments and provide periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results;
(s) invest or reinvest any money of the Trust or the Controlled Partnership (including investing in short-term Investments pending investment in long- term Investments, payment of fees, costs and expenses, or payments of distributions to the Trust’s shareholders and the Controlled Partnership’s partners), and advise the Trust and the Controlled Partnership as to the Trust’s or the Controlled Partnership’s respective capital structure and capital raising;
(t) cause the Trust and the Controlled Partnership to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the REIT provisions of the Code and to conduct quarterly compliance reviews thereto, as applicable;
(u) cause the Trust and the Controlled Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;
(v) assist the Trust in maintaining the registration of the Shares under federal securities laws (including the Xxxxxxxx-Xxxxx Act of 2002) and complying with all federal, state and local regulatory requirements applicable to the Trust in respect of the Trust’s business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Exchange Act of 1934, as amended;
(w) take all necessary actions to enable the Trust and the Controlled Partnership to make required tax filings and reports, including soliciting shareholders for required information to the extent provided by the REIT provisions of the Code;
(x) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Trust or the Controlled Partnership may be involved or to which the Trust or the Controlled Partnership may be subject, arising out of the Trust’s or the Controlled Partnership’s day-to-day operations, subject to such limitations or parameters as may be imposed from time-to-time by the Board;
(y) use commercially reasonable efforts to cause expenses incurred by or on behalf of the Trust and the Controlled Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board from time-to-time;
(z) perform such other services as may be required from time-to-time for management and other activities relating to the Trust’s and the Controlled Partnership’s respective assets as the Board will reasonably request or the Advisor will deem appropriate under the particular circumstances;
(aa) use commercially reasonable efforts to cause the Trust and the Controlled Partnership to comply with all applicable laws; and
(nbb) notify calculate the Board of all proposed material transactions before they are completedTrust’s and the Controlled Partnership’s respective net asset values, recommend independent valuation experts and appraisers and perform valuations and other services, each as provided in the Valuation Guidelines.
Appears in 1 contract
Samples: Investment Advisory Agreement (Fidelity Property Income Trust)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration StatementProspectus, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company's uncertificated Shares, if any, and acting as transfer agent for the Company's uncertificated Shares, if any;
(d) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(de) consult with the officers and the Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's financial policies, and, as necessary, furnish the Board of Directors 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;
(ef) subject to the provisions of Paragraphs 3(gparagraphs (g) and 4 (h) hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Properties will be made by the Companymade; (iii) make investments in Properties, Mortgage Loans and other investments Properties 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, Mortgage Loans and other investmentsProperty; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(fg) provide the Board of Directors with periodic reports regarding prospective investmentsinvestments in Properties;
(gh) obtain the prior approval of the Board of Directors (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assets;
(hi) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(ij) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Properties;
(jk) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement;
(kl) provide the Company with all necessary cash management services;
(lm) do all things necessary to assure its ability to render the services described in this Agreement;
(mn) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage LoansProperties; and
(no) notify the Board of Directors of all proposed material transactions before they are completed.
Appears in 1 contract
Samples: Advisory Agreement (Behringer Harvard Real Estate Investment Trust I Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 DirectorsTrust Managers. In performance of this undertaking, subject to the supervision of the Directors Trust Managers and consistent with the provisions of the Registration StatementProspectus, Articles Declaration of Incorporation Trust and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's ’s investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors Trust Managers of the Company and assist the Directors Trust Managers in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors Trust Managers 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;
(e) ; subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans Properties and other investmentsPermitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans Properties and other investments will be made by the CompanyPermitted Investments; (iii) make investments in Properties, Mortgage Loans Properties and other investments on behalf of the Company Permitted Investments 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, Mortgage Loans Properties and other investmentsPermitted Investments; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(fe) provide the Directors Trust Managers with periodic reports regarding prospective investmentsinvestments in Properties and other Permitted Investments;
(gf) obtain the prior approval of the Directors Trust Managers (including a majority of all Independent Trust Managers) for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or Properties and other assetsPermitted Investments;
(hg) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(ih) 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;
(ji) from time to time, or at any time reasonably requested by the DirectorsTrust Managers, make reports to the Directors Trust Managers of its performance of services to the Company under this Agreement;
(kj) provide the Company with all necessary cash management services;
(lk) do all things necessary to assure its ability to render the services described in this Agreement;
(ml) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loansother Permitted Investments; and
(nm) notify the Board of all proposed material transactions before they are completed.
Appears in 1 contract
Samples: Advisory Agreement (Rich Uncles Real Estate Investment Trust I)
DUTIES OF THE ADVISOR. The Subject to Section 14, the Advisor undertakes to use its best efforts to present to the Company CWI 1 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CWI 1 as determined and adopted from time to time by the Board. The Advisor will follow the Guidelines when allocating Investment opportunities among CWI 1, other entities managed by the Advisor and its Affiliates, and the Advisor and its Affiliates for their own account. The Guidelines shall not be amended without the prior approval of at least a majority of the Independent Directors. In performance of this undertakingthe foregoing undertakings, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation Charter and Bylaws of the CompanyCWI 1 and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an AffiliateAffiliate or the Subadvisor:
(a) serve as the Company's CWI 1’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's CWI 1’s assets and investment policies;
(b) provide the daily management of the Company CWI 1 and perform and supervise the various administrative functions reasonably necessary for the management of CWI 1, the CompanyOperating Partnership and the Investments;
(c) investigate, select, and, on behalf of the CompanyCWI 1, engage engage, oversee and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, franchisors, independent property operators 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company CWI 1 with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company's financial CWI 1’s policies, and, as necessary, ; and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs 3(gSections 3(h) and 4 hereof, : (i) locate, analyze and select potential investments in PropertiesInvestments and deliver to the Investment Committee, Mortgage Loans and other investmentsas applicable, such information as it may request or as otherwise may be necessary to enable the Investment Committee to evaluate potential Investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Investments will be made made, purchased or acquired by the CompanyCWI 1; (iii) make investments in Properties, Mortgage Loans and other investments Investments on behalf of the Company in compliance with the investment objectives and policies of the CompanyCWI 1; (iv) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestments; and (v) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such; (vi) oversee such Company Propertynon-affiliated property managers and other non-affiliated Persons who perform services for CWI 1; and (vii) undertake accounting and other record-keeping functions at the Investment level;
(f) provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of new Investments made during the prior fiscal quarter;
(g) assist the Board in its evaluation of potential liquidity transactions for CWI 1 and take such actions as may be requested by the Board or as may otherwise be necessary or desirable to execute any liquidity transaction approved by the Board;
(h) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Properties which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(hi) negotiate on behalf of the Company CWI 1 with banks or lenders for loans to be made to the Company CWI 1, and negotiate on behalf of the Company CWI 1 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the CompanyCWI 1, 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 CompanyCWI 1;
(ij) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyInvestments;
(jk) obtain for, or provide to, CWI 1 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CWI 1; and (iv) the handling, prosecuting and settling of any claims of or against CWI 1, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(l) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company CWI 1 under this Agreement;
(km) communicate on behalf of CWI 1 with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CWI 1;
(n) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CWI 1’s business and operations;
(o) provide CWI 1 with such accounting data and any other information requested by CWI 1 concerning the Company investment activities of CWI 1 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(p) maintain the books and records of CWI 1;
(q) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(r) provide CWI 1 with all necessary cash management services;
(ls) provide asset management services including, without limitation, oversight and strategic guidance to independent property operators that handle day-to-day operations of CWI 1’s Properties;
(t) do all things necessary to assure its ability to render the services described in this Agreement;
(mu) perform such other services as may be required from time to time for management and other activities relating to the assets of CWI 1 as the Advisor shall deem advisable under the particular circumstances;
(v) arrange to obtain on behalf of CWI 1 as requested by the Board, and deliver to or maintain on behalf of the Company CWI 1 copies of of, all appraisals obtained in connection with Investments;
(w) if a transaction, proposed transaction or other matter requires approval by the investments in Properties and Mortgage LoansBoard or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter; and
(nx) notify on an annual basis, no later than 90 days prior to the Board end of all each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor's performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed material transactions before they are completedchanges to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor's report shall address, among other things, (a) those matters identified in CWI 1's organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the "dead deal" costs incurred by CWI 1 during the past year. In addition, the Independent Directors may request that the Advisor refund certain of the "dead deal" costs incurred by CWI 1 if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that CWI 1 should not bear such costs.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use Advisor, in its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies capacity as manager of the Company as determined assets and adopted from time to time by the Directors. In performance day-to-day operations of this undertakingthe REIT Parties, at all times will be subject to the supervision of the Directors REIT’s Board of Trustees and consistent with the provisions Managers, as applicable, and will have only such functions and authority as the REIT Parties may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Advisor hereby. The Advisor will be responsible for the day-to-day operations of the Registration Statement, Articles REIT Parties and will perform (or cause to be performed through one or more of Incorporation its Affiliates or subsidiaries) such services and Bylaws activities relating to the assets and operations of the CompanyREIT Parties as may be appropriate, the Advisor shallincluding, either directly or by engaging an Affiliatewithout limitation:
(a) serve as the Company's REIT Parties’ investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policiesadvisor;
(b) provide the daily management of for the Company REIT Parties, including a chief executive officer, chief financial officer and chief investment officer, and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the Companyoperations of the REIT Parties, including the administrative services described on Exhibit A to this Agreement;
(c) investigate, select, and, on behalf of the CompanyREIT Parties, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including including, but not limited to, consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, the registrar and the transfer agent 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 services hereinforegoing services, including including, but not limited to to, entering into contracts in the name of the Company REIT Parties with any of the foregoing;
(d) consult with the officers officers, Trustees and Directors Managers of the Company REIT Parties, as applicable, and assist the Directors Trustees and Managers in the formulation and implementation of the Company's REIT Parties’ (including as it relates to any of their respective subsidiaries) financial policies, and, as necessary, furnish the Directors Board and the Managers, as applicable, with advice and recommendations with respect to the making of investments consistent with the investment objectives Investment Guidelines and policies Operating Policies (including, as it relates to any of the Company their respective subsidiaries) and in connection with any borrowings proposed to be undertaken by the CompanyREIT Parties and their respective subsidiaries;
(e) subject to the provisions of Paragraphs 3(g) and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential investments in Properties, Mortgage Loans and other investmentsInvestments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans acquisitions and other investments dispositions of Investments will be made by the Company(including performing due diligence); (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and the Managers and make investments in Properties, Mortgage Loans and other investments Investments on behalf of the Company REIT Parties in compliance with the investment objectives Investment Guidelines and policies of the CompanyOperating Policies; (ivv) negotiate the terms of and 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 inwith, Properties, Mortgage Loans Investments; (vi) negotiate and other investments; and (v) enter into leases and service contracts for Company Property Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyReal Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the REIT Parties’ investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viii) select Joint Venture partners, structure and negotiate corresponding agreements and oversee and monitor these relationships; (ix) research, negotiate, select, engage, oversee, supervise and evaluate property managers who perform services for the REIT Parties; (x) engage, oversee, supervise and evaluate Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xi) manage accounting and other record-keeping functions for the REIT Parties, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the REIT Parties and if requested, their respective subsidiaries; (xii) manage the REIT Parties’ capital improvement program including determining when to execute the program at each Real Estate Asset; and (xiii) recommend various liquidity events to the Board and the Managers when appropriate;
(f) upon request, but no less than quarterly, provide the Directors Board and the Managers with periodic reports regarding prospective investments;
(g) obtain negotiate the prior approval terms of and make investments in, and dispositions of, Investments within the Directors for any discretionary limits and all investments in Properties, Mortgage Loans (with respect to which authority as granted by the vote of a majority of Board and the Independent Directors must be obtained), or other assetsManagers;
(h) within the discretionary limits and authority as granted by the Board and the Managers, negotiate on behalf of the Company REIT Parties with banks or other lenders for loans Loans to be made to or guaranteed by the Company REIT Parties, and negotiate on behalf of the Company REIT Parties with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities Units or obtain loans Loans for the CompanyREIT Parties, but in no event in such a way manner 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 Companyapplicable REIT Party, or in the case of any guarantee of any obligations of the Operating Partnership, the Operating Partnership;
(i) at least quarterly, and at any other time reasonably requested by the Board or the Managers, obtain reports (which may may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyREIT Parties or their respective subsidiaries;
(j) from time to timeat least quarterly, or and at any other time reasonably requested by the DirectorsBoard or the Managers, make reports to the Directors Board or the Managers, as applicable, of its performance of services to the Company REIT Parties under this AgreementAgreement (including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates), the composition and characteristics of the REIT Parties’ portfolio, and compliance with the Investment Guidelines and Operating Policies and other policies approved from time to time by the Board or the Managers;
(k) provide the Company REIT Parties with all necessary cash management services;
(l) deliver to, or maintain on behalf of, the REIT Parties copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board or the Managers;
(m) notify the Board and the Managers of all proposed transactions outside of the Advisor’s delegated authority before they are completed and obtain Board or Managers approval, as applicable, of same;
(n) negotiate and effect any interests in Investments as may be approved by the Board or the Managers;
(o) perform investor-relations and Unitholder communications functions for the REIT;
(p) render such services as may be reasonably determined by the Board of Trustees or the Managers consistent with the terms and conditions herein;
(q) maintain the REIT Parties’ accounting and other records and assist each REIT Party in filing all reports required to be filed by it under applicable Securities Laws, the Internal Revenue Service and other regulatory agencies;
(r) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) deliver advise the REIT Parties regarding the maintenance of the REIT Parties’ qualification as Real Estate Investment Trusts and monitor the REIT Parties’ compliance with the various Real Estate Investment Trust qualification requirements and other rules set forth in the Code and any applicable treasury regulations promulgated under the Code, as amended from time to time, and use its commercially reasonable efforts to cause the REIT Parties to qualify as Real Estate Investment Trusts and maintain their qualification as Real Estate Investment Trusts for U.S. federal income tax purposes;
(t) assist the REIT Parties in qualifying to do business in all applicable jurisdictions in which the REIT Parties or their respective subsidiaries do business, and ensure that the REIT Parties and their respective subsidiaries obtain and maintain all applicable licenses;
(u) assist the REIT Parties in complying with all regulatory requirements applicable to them with respect to their business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under Securities Laws;
(v) if requested by the REIT Parties, provide, or cause another qualified third party to provide, such internal audit, compliance and control services as may be required for the REIT Parties and their respective subsidiaries to comply with applicable law (including Securities Laws), and as otherwise requested by the Board or the Managers, as applicable;
(w) handle and resolve on behalf of the Company copies of REIT Parties and their respective subsidiaries all appraisals obtained routine claims, disputes or controversies, including all routine litigation, securities regulator proceedings, arbitration, settlement or other proceedings or negotiations, in connection with which the investments in Properties and Mortgage LoansREIT Parties or their respective subsidiaries may be involved or to which they may become subject, subject to such limitations or parameters as may be imposed from time to time by the Board or the Managers; and
(nx) notify use commercially reasonable efforts to cause the Board REIT Parties and their respective subsidiaries to comply with all applicable laws. Notwithstanding the foregoing, the Advisor may delegate any of all proposed material transactions before they are completedthe foregoing duties to any Person so long as the Advisor remains responsible for the performance of the duties set forth in this Section 3; provided, however, that the delegation by the Advisor of any of the foregoing duties to another Person shall not result in an increased Advisory Fee or additional expenses payable hereunder.
Appears in 1 contract
Samples: Advisory Agreement (Nexpoint Diversified Real Estate Trust)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company CPA: 17 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 17 as determined and adopted from time to time by the DirectorsBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCPA: 17 and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's CPA: 17’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's CPA: 17’s assets and investment policies;
(b) provide the daily management of the Company CPA: 17 and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCPA: 17;
(c) investigate, select, and, on behalf of the CompanyCPA: 17, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company CPA: 17 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 17 and assist the Directors Board in the formulation and implementation of the Company's financial CPA: 17’s policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before 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 CompanyBoard;
(e) subject to the provisions of Paragraphs Sections 3(g) and 4 hereof, : (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Investments will be made made, purchased or acquired by the CompanyCPA: 17; (iii) make investments in Properties, Mortgage Loans and other investments Investments on behalf of the Company in compliance with the investment objectives and policies of the CompanyCPA: 17; (iv) arrange for financing and refinancing and of, 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, Mortgage Loans and other investmentsInvestments; and (v) enter into leases and service contracts for Company Property Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyProperties;
(f) provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of new Investments made during the prior fiscal quarter, which reports shall include information regarding the type of each Investment made (in the categories provided in Section 9);
(g) obtain the prior approval of the Directors Board (including a majority of the Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to Property which the vote of a majority do not meet all of the Independent Directors must be obtained), or other assetsrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company CPA: 17 with banks or lenders for loans to be made to the Company CPA: 17, and negotiate on behalf of the Company CPA: 17 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the CompanyCPA: 17, 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 CompanyCPA: 17;
(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyInvestments;
(j) obtain for, or provide to, CPA: 17 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 17; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 17, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company CPA: 17 under this Agreement;
(kl) communicate on behalf of CPA: 17 with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CPA: 17;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 17’s business and operations;
(n) provide CPA: 17 with such accounting data and any other information requested by CPA: 17 concerning the Company investment activities of CPA: 17 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of CPA: 17;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(q) provide CPA: 17 with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 17 as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of CPA: 17 as requested by the Board, and deliver to or maintain on behalf of the Company CPA: 17 copies of of, all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(nu) notify if a transaction, proposed transaction or other matter requires approval by the Board of or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed material transactions before they are completedtransaction or other matter.
Appears in 1 contract
Samples: Advisory Agreement (Corporate Property Associates 17 - Global INC)
DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to (1) present to the Company Trust and the Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Trust as determined and adopted from time to time by the DirectorsBoard and (2) manage, administer, promote, maintain and improve the Assets 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 asset 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. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Registration StatementTrust’s most recent Prospectus for Shares, Articles Declaration of Incorporation Trust and Bylaws of the CompanyBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) structure, qualify, register and oversee the distribution of Shares pursuant to the Trust’s distribution reinvestment plan;
(b) structure, qualify and administer the repurchase of Shares pursuant to the Trust’s redemption program;
(c) serve as the Company's Trust’s and the Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets Assets and the Trust’s investment policies;
(bd) perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;
(e) provide the daily management of the Company Trust and the Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the CompanyTrust and the Partnership;
(cf) maintain and preserve the books and records of the Trust and the Partnership, including (1) share books and records reflecting a record of the Shareholders and their ownership of the Trust’s Shares, (2) acting as transfer agent for the Trust’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (3) maintaining the accounting and other record-keeping functions at the Asset and Trust levels in accordance with generally accepted accounting principles, which shall be supported by sufficient documentation to ascertain that such records are properly and accurately recorded. Such books and records shall be the property of the Trust and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Trust at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Trust’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Trust shall be prepared on an accrual basis in accordance with generally accepted accounting principles, except for special financial reports that by their nature require a deviation from generally accepted accounting principles. The Advisor shall liaise with the Trust’s officers and independent auditors and shall provide such officers and auditors with the reports and other information that the Trust so requests;
(g) investigate, select, and, on behalf of the CompanyTrust 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, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, asset managers, property management companies, transfer agents 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company Trust or the Partnership with any of the foregoing;
(dh) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company's Trust’s financial policies, policies and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Trust and in connection with any borrowings proposed to be undertaken by the CompanyTrust;
(ei) subject to the provisions of Paragraphs 3(gSections 2.02(i) and 4 2.03 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment investments in Properties, Mortgage Loans and other investments Assets will be made by the Companymade; (iii) make investments in Properties, Mortgage Loans and other investments Assets on behalf of the Company Trust or the Partnership in compliance with the investment objectives and policies of the CompanyTrust where the amount of such investment does not exceed 10% of the Trust’s or the Partnership’s total assets or has otherwise been approved by the Board; (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, Mortgage Loans and other investmentsAssets; and (v) enter into leases of Property and service contracts for Company Property Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company PropertyAssets, including the servicing of Secured Loans;
(fj) provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Assets;
(gk) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(l) obtain the prior approval of the Directors for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), Trustees and a majority of the Board not otherwise interested in any transaction with the Advisor or other assetsits Affiliates;
(hm) negotiate on behalf of the Company Trust or the Partnership with banks or lenders for loans to be made to the Company and Trust or the Partnership, negotiate on behalf of the Company Trust or the Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and Securities other securities of the Trust or the Partnership or obtain loans for the CompanyTrust or the Partnership, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, 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 CompanyTrust or the Partnership;
(in) review and analyze on-going financial information pertaining to each Asset and the overall portfolio of Assets;
(o) monitor applicable markets and obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyTrust in Assets;
(jp) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company Trust under this Agreement;
(kq) 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;
(r) provide the Company with Trust or the Partnership with, or assist the Trust or the Partnership in arranging for, all necessary cash management services;
(ls) deliver to or maintain on behalf of the Trust or the Partnership copies of all appraisals obtained in connection with the investments in Assets;
(t) consult with the Trust’s officers and the Board and assist the Board in evaluating various liquidity events when appropriate;
(u) provide the Trust’s officers and the Board with timely updates related to the overall regulatory environment affecting the Trust, as well as managing compliance with such matters, including compliance with the Xxxxxxxx-Xxxxx Act of 2002;
(v) consult with the Trust’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;
(w) perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Trust to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002;
(x) upon request of the Trust or the Partnership, act, or obtain the services of others to act, as attorney-in-fact or agent of the Trust or the Partnership in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Trust or the Partnership and handling, prosecuting and settling any claims of the Trust or the Partnership, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(y) at the direction of Trust management, prepare the Trust’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Trust’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 Shareholders and other investors and act on behalf of the Trust in connection with investor relations;
(aa) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(bb) assist the Trust in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(cc) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; and
(n) notify the Board of all proposed material transactions before they are completed.
Appears in 1 contract
Samples: Advisory Agreement (United Development Funding Income Fund V)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the CompanyCompany and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company's ’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policiesadvisor;
(b) provide the daily management of for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the CompanyCompany and the Operating Partnership;
(c) investigate, select, and, on behalf of the CompanyCompany and the Operating 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, to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, 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 services hereinforegoing services, including including, but not limited to to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors 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 CompanyCompany or the Operating Partnership;
(e) subject to the provisions of Paragraphs 3(g) and Section 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential investments in Properties, Mortgage Loans and other investmentsInvestments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans acquisitions and other investments dispositions of Investments will be made by the Companymade; (iiiiv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties, Mortgage Loans and other investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (ivv) 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 inwith, Properties, Mortgage Loans and other investmentsInvestments; and (vvi) enter into leases and service contracts for Company Property Real Estate Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; (vii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and non-Affiliated property managers who perform services for the Company Property;or the Operating Partnership; (ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) obtain make investments in, and dispositions of, Investments within the prior approval of discretionary limits and authority as granted by the Directors for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assetsBoard;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for loans Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans Loans for the CompanyCompany and the Operating 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 CompanyCompany or the Operating Partnership;
(i) obtain reports (which may may, but are not required to, be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments Investments or contemplated investments of the CompanyCompany and the Operating Partnership;
(j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to to, or maintain on behalf of of, the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage Loans; andany Real Estate Assets as may be required to be obtained by the Board;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and 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 Directors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an a Permitted Affiliate:
(a) serve as the Company's ’s investment and financial advisor 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 perform and supervise the various administrative functions reasonably necessary for the management of the Company;
(c) investigate, select, and, on behalf of the Company, 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, to consultants, accountants, correspondents, lenders, 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 services hereinforegoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company's ’s financial policies, and, as necessary, furnish the Directors 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;
(e) subject to the provisions of Paragraphs 3(g) and 4 hereof, (i) locate, analyze and select potential investments in Properties, Mortgage Loans and other investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments Properties will be made by the Companymade; (iii) make investments in Properties, Mortgage Loans and other investments Properties on behalf of the Company 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, Mortgage Loans and other investmentsProperty; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property;
(f) provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties;
(g) obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in Properties, Mortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), or other assets;
(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, 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;
(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the CompanyCompany in Properties;
(j) from time to time, or at any time reasonably requested by the Directors, make reports to the Directors of its performance of services to the Company under this Agreement;
(k) provide the Company with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Properties and Mortgage LoansProperties; and
(n) notify the Board of all proposed material transactions before they are completed.
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