Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)). (b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (the “Expenses”), excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting the generality of the foregoing, Expenses include, but are not limited to, the following: (i) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of Assets; (ii) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager. (iii) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the directors and officers of the Company, its Subsidiaries and the Manager; (iv) costs associated with the establishment and maintenance of any credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its Subsidiaries; (v) expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market center, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company; (vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and its Subsidiaries; (vii) expenses incurred by managers, officers, employees and agents of the Manager for travel on behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its Subsidiaries; (viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses; (ix) compensation and expenses of the custodian and transfer agent of the Company and its Subsidiaries, if any; (x) costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency; (xi) all taxes and license fees; (xii) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasons; (xiii) costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets of the Company and its Subsidiaries; (xiv) all other costs and expenses relating to the business and investment operations of the Company and its Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees; (xv) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets separate from the office or offices of the Manager; (xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan; (xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency; (xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and (xix) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 2 contracts
Samples: Management Agreement (Annaly Capital Management Inc), Management Agreement (Annaly Capital Management Inc)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf behalf, including any expenses of the Manager incurred prior to the Company’s initial public offering (collectively, the “Expenses”), excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting the generality of the foregoing, Expenses expenses include, but are not limited to, the following:
(ia) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of Assets;
(iib) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s employees, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iiic) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the directors and officers of the Company, Company and its Subsidiaries and the ManagerSubsidiaries;
(ivd) costs associated with the establishment and maintenance of any credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its Subsidiaries;
(ve) expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market center, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vif) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and its Subsidiaries;
(viig) expenses incurred by managers, officers, employees and agents of the Manager for travel on behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its Subsidiaries;
(viiih) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixi) compensation and expenses of the custodian and transfer agent of the Company and its Subsidiaries, if any;
(xj) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xik) all taxes and license fees;
(xiil) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iiiSection 7(e) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsemployees;
(xiiim) costs and expenses incurred in contracting with third parties parties, including Affiliates of the Manager, for the servicing and special servicing of assets of the Company and its Subsidiaries;
(xivn) all other costs and expenses relating to the business and investment operations of the Company and its Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees;
(xvo) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets separate from the office or offices of the Manager;
(xvip) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xviiq) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xixr) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. In addition, the Company will be required to pay the pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company and its Subsidiaries of the Manager and its Affiliates required for the operations of the Company and its Subsidiaries. These expenses will be allocated between the Manager and the Company based on the ratio of the proportion of gross assets of the Company and its Subsidiaries compared to all remaining gross assets managed by the Manager as calculated at each quarter end. The Manager and the Company will modify this allocation methodology, subject to the Board of Directors’ approval if the allocation becomes inequitable (i.e., if the Company becomes highly leveraged compared to the Manager’s other funds and accounts). The Manager hereby waives its right to request reimbursement from the Company of these expenses until such time as it determines to rescind that waiver. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. Except as noted above, the Manager is responsible for all costs and expenses incident to the performance of its duties under this Agreement, including compensation of the Manager’s executives and employees and other related expenses and overhead. In the event that the Company’s initial public offering is consummated, the Company will reimburse the Manager for all organizational, formation and offering costs and expenses it has incurred on behalf of the Company. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 2 contracts
Samples: Management Agreement (Annaly Capital Management Inc), Management Agreement (CreXus Investment Corp.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to Company or any and all personnel subsidiary of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (the “Expenses”), excepting except those expenses that are specifically the responsibility of the Manager as set forth herein. Without pursuant to Section 7.1 of this Agreement, and without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following expenses of the Company or any subsidiary of the Company shall be paid by the Company and shall not limited to, be paid by the followingManager or Affiliates of the Manager:
(i) 7.2.1 expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of AssetsInvestments;
(ii) 7.2.2 costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for to the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) 7.2.3 the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(iv) 7.2.4 costs associated with the establishment and maintenance of any of the Company’s credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s securities offerings;
(v) 7.2.5 expenses connected with communications to holders of the Company’s securities or of the Company or its Subsidiaries subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange CommissionSEC, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing of the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vi) 7.2.6 costs associated with any computer software or hardware, electronic equipment or purchased information technology or analytical services from third-party vendors that is to the extent used solely for the Company and its SubsidiariesCompany;
(vii) 7.2.7 expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an investment or establishment and maintenance of any credit facilities and other indebtedness of the Company’s repurchase agreements or any securities offerings of the Company and its SubsidiariesCompany’s securities offerings;
(viii) 7.2.8 costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expensesexpenses to the extent used for the Company;
(ix) 7.2.9 compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) 7.2.10 the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) 7.2.11 all taxes and license fees;
(xii) 7.2.12 all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries Company’s business, except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonspersonnel;
(xiii) 7.2.13 costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets parties, including Affiliates of the Company and its SubsidiariesManager;
(xiv) 7.2.14 all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments, including appraisal, reporting, audit and legal fees;
(xv) 7.2.15 expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and or its Subsidiaries or Assets investments separate from the office or offices of the Manager;
(xvi) 7.2.16 expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of the Company’s securities or of the Company or its Subsidiariessubsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xvii) 7.2.17 any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiarysubsidiary, or against any trustee, director director, partner, member or officer of the Company or of any Subsidiary subsidiary in his capacity as such for which the Company or any Subsidiary subsidiary is required to indemnify such trustee, director director, partner, member or officer by any court or governmental agency;
(xviii) all rent7.2.18 services being provided by Highland Financial Holdings Group, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses LLC pursuant to that certain Services Agreement effective as of the closing date of the Company’s initial public offering (the “Services Agreement”), its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiariesor similar services; and
(xix) 7.2.19 all other expenses actually incurred by the Manager (except as described in Section 7.1 of this Agreement), which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 2 contracts
Samples: Management Agreement (Madison Square Capital, Inc.), Management Agreement (Madison Square Capital, Inc.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its costs and expenses and shall reimburse the Manager or its Affiliates for documented expenses of the Manager and its Affiliates incurred on its behalf (of the “Expenses”)Company, excepting only the Underwriting Fee and those expenses that are specifically the responsibility of the Manager as set forth hereinpursuant to this Section 7. Without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following costs and expenses of the Company shall be paid by the Company and shall not limited to, be paid by the followingManager or Affiliates of the Manager:
(i) expenses in connection with the issuance and transaction costs incident to the origination, acquisition, disposition and financing of Assetsthe investments of the Company;
(ii) costs of legal, financial, tax, accounting, servicing, due diligence, consulting, auditing, administrative auditing and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s personnel, in amounts that are no greater than those that would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and directors, the cost of liability insurance to indemnify the Company’s directors and officers and the Company’s allocable portion of the Companyfidelity bond, its Subsidiaries directors and the Managerofficers/errors and omissions liability insurance, and any other insurance premium;
(iv) costs associated with the establishment and maintenance of any of the Company’s credit facilities facilities, other financing arrangements, or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s securities offerings;
(v) expenses connected with communications to holders of the Company’s securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, including all costs of preparing and filing required reports with the Securities and Exchange CommissionSEC, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock securities on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders the Company’s stockholders, partners or members and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders, partners or members;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and its SubsidiariesCompany;
(vii) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the services provided hereunder, including in connection with any purchase, financing, refinancing, sale or other disposition of Assets an investment or establishment and maintenance of any credit facilities and other indebtedness of the Company’s securitizations or any securities offerings of the Company and its SubsidiariesCompany’s securities offerings;
(viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ix) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) all federal, state and local taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the Company’s business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonspersonnel;
(xiii) costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets of the Company and its Subsidiariesparties;
(xiv) all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, including the costs and expenses of originating, acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments, including appraisal, reporting, audit and legal fees;
(xv) expenses (including the Company’s pro rata portion of rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses) relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets separate from the office or offices investments of the ManagerCompany, the Manager or their Affiliates required for the operation of the Company;
(xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its SubsidiariesCompany’s securities, including, without limitation, including in connection with any dividend reinvestment plan;
(xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any SubsidiaryCompany, or against any trustee, director director, partner, member or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director director, partner, member or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery expenses connected with calculating Core Earnings (including the cost and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiariesany independent valuation firm); and
(xix) all other expenses actually incurred by the Manager which (except as otherwise specified herein) that are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement.
(b) The Company shall have no obligation to reimburse the Manager or its Affiliates for the salaries and other compensation of the Manager’s investment professionals who provide services to the Company under this Agreement, except that the Company shall reimburse the Manager or its Affiliates, as applicable, for the Company’s allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to (i) the Manager’s personnel serving as the Company’s chief financial officer based on the percentage of his or her time spent managing the Company’s affairs and (ii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its Affiliates who spend all or a portion of their time managing the Company’s affairs. The Company’s share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s affairs. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs.
(c) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.
(d) Costs and expenses incurred by the Manager on behalf of the Company shall be reimbursed monthly to the Manager. The Manager shall prepare a written statement in reasonable detail documenting the costs and expenses of the Company and those incurred by the Manager on behalf of the Company during each month, and shall deliver such written statement to the Company within 30 days after the end of each month. The Company shall pay all amounts payable to the Manager pursuant to this Section 7(d) in cash within five Business Days after the receipt of the written statement without demand, deduction offset or delay. Cost and expense reimbursements to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company. The provisions of this Section 9 7 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
(e) Notwithstanding anything contained in this Agreement to the contrary, except to the extent that the payment of additional monies is proven by the Company to have been required as a direct result of the Manager’s acts or omissions that result in the right of the Company to terminate this Agreement pursuant to Section 12 of this Agreement, the Manager shall not be required to expend money (“Excess Funds”) in connection with any expenses that are required to be paid for or reimbursed by the Company pursuant to this Agreement in excess of that contained in any applicable Company Account (as herein defined) or otherwise made available by the Company to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall not give rise or be a contributing factor to the right of the Company under Section 10(b) of this Agreement to terminate this Agreement due to the Manager’s unsatisfactory performance.
Appears in 2 contracts
Samples: Management Agreement (Ares Commercial Real Estate Corp), Management Agreement (Ares Commercial Real Estate Corp)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its costs and expenses and shall reimburse the Manager or its Affiliates for documented expenses of the Manager and its Affiliates paid or incurred on its behalf (of the “Expenses”)Company, excepting only those expenses that are specifically the responsibility of the Manager as set forth hereinpursuant to this Section 7 or otherwise excluded pursuant to Section 7(g). Without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following costs and expenses of the Company shall be paid or reimbursed by the Company and shall not limited to, be borne by the followingManager or Affiliates of the Manager:
(i) all ongoing organizational costs, including but not limited to, expenses in connection with the issuance and transaction costs incident to the origination, acquisition, disposition and financing of Assetsthe investments of the Company;
(ii) costs of legal, financial, tax, accounting, servicing, due diligence, consulting, auditing, administrative auditing and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s personnel, in amounts that are no greater than those that would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and directors, the cost of liability insurance to indemnify the Company’s directors and officers of the Companyofficers, its Subsidiaries directors and the Managerofficers/errors and omissions liability insurance, and any other insurance premium;
(iv) costs associated with the establishment and maintenance of any credit facilities financing arrangements or other indebtedness of the Company and its Subsidiaries (including interest and other costs for borrowed money, commitment fees, accounting fees, legal fees, closing and other similar costs) or the issuance, offering, distribution or listing of any securities offerings of the Company Company’s securities (including selling commissions and its Subsidiariesfees, advertising expenses and any listing and registration fees);
(v) expenses connected with communications to holders of the Company’s securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, including all costs of preparing and filing reports required reports with the Securities and Exchange Commissionby governmental entities, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock securities on any exchange or other market centersecurities exchange, the fees payable by the Company to any such securities exchange in connection with its any such listing, costs of preparing, printing and mailing any reports of the Company to the Company’s annual report to its stockholders and proxy materials materials, if any, with respect to any meeting of the stockholders of the Company’s stockholders;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services service from a third-party vendors vendor that is used solely for the Company and its SubsidiariesCompany;
(vii) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the services provided hereunder, including in connection with any purchase, financing, refinancing, sale or other disposition of Assets or establishment and maintenance of any credit facilities and other indebtedness an investment or any securities offerings of the Company and its SubsidiariesCompany’s securities offerings;
(viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ix) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) all federal, state and local taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the Company’s business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonspersonnel;
(xiii) costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets of the Company and its Subsidiariesparties;
(xiv) all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, including the costs and expenses of selecting, evaluating, originating, acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments, including appraisal, reporting, audit and legal fees;
(xv) expenses (including the Company’s pro rata portion of rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses) relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets separate from the office or offices investments of the Manager;Company, the Manager or their Affiliates required for the operation of the Company; provided that, notwithstanding anything to the contrary herein, the Company shall not be obligated to reimburse the Manager or its Affiliates for any rent paid for the use of any offices or office facilities owned by the Principals, including any such offices or office facilities located at 000 Xxxx Xxxxxx Xxxxxx, Greenwich, Connecticut 06830 or 00 Xxxxxx Xxxx Xxxx, Xxxxxxxxxxxxx, XX 00000.
(xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its SubsidiariesCompany’s securities, including, without limitation, including in connection with any dividend reinvestment plan;
(xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any SubsidiaryCompany, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviii) all rentexpenses connected with calculating the Company’s Core Earnings, telephoneEquity and/or net asset value (including the cost and expenses of any independent valuation firm);
(xix) expenses of organizing, utilitiesredomesticating, office furnituremerging, equipmentliquidating or dissolving the Company, machinery and other officeselling equity interest in the Company, internal and overhead expenses or amending the Governing Instruments of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xixxx) all other expenses actually incurred by the Manager which (except as otherwise specified herein) that are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement.
(b) The Company shall have no obligation to pay, or reimburse the Manager or its Affiliates for, the salaries and other compensation of the Manager’s investment professionals who provide services to the Company under this Agreement, except that the Company shall pay, or reimburse the Manager or its Affiliates, as applicable, for, the Company’s fair and equitable allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to (i) subject to review by the Compensation Committee of the Board, the Manager’s personnel serving as Chief Executive Officer (except when the Chief Executive Officer serves as a member of the Investment Committee prior to the consummation of an Internalization Transaction), General Counsel, Chief Compliance Officer, Chief Financial Officer, Chief Marketing Officer, Managing Director and any other officer of the Company based on the percentage of his or her time spent devoted to the Company’s affairs and (ii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its Affiliates who spend all or a portion of their time managing the Company’s affairs, with the allocable share of the compensation of such personnel described in this clause (ii) being as reasonably determined by the Manager to appropriately reflect the amount of time spent devoted by such personnel to the Company’s affairs. For the avoidance of doubt, the service by any personnel of the Manager and its Affiliates as a member of the Investment Committee will not, by itself, dispositive in the determination as to whether such personnel is deemed “investment personnel” of the Manager and its Affiliates. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs. It being understood that, for the avoidance of doubt, the limitation contained in this Section 7(b) shall not apply to any equity-based incentive compensation payable or granted by the Company, including, without limitation, such equity-based incentive compensation made pursuant to the Plan.
(c) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.
(d) Costs and expenses paid or incurred by the Manager on behalf of the Company shall be reimbursed monthly to the Manager and shall be made regardless of whether any cash distributions are made to the Company’s stockholders. The Manager shall prepare a written statement in reasonable detail documenting the costs and expenses of the Company and those incurred by the Manager on behalf of the Company during each month, and shall deliver such written statement to the Company within 30 days after the end of each month. Subject to review by the Compensation Committee of the Board pursuant to Section 7(b)(i), the Company shall pay all amounts payable to the Manager pursuant to this Section 7(d) in cash within five Business Days after the receipt of the written statement without demand, deduction, offset or delay. Cost and expense reimbursements to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company. The provisions of this Section 9 7 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
(e) Notwithstanding anything contained in this Agreement to the contrary, except to the extent that the payment of additional monies is proven by the Company to have been required as a direct result of the Manager’s acts or omissions that result in the right of the Company to terminate this Agreement pursuant to Section 12 of this Agreement, the Manager shall not be required to expend money (“Excess Funds”) in connection with any expenses that are required to be paid for or reimbursed by the Company pursuant to this Agreement in excess of that contained in any applicable Company Account or otherwise made available by the Company to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall not give rise or be a contributing factor to the right of the Company under Section 10(b) of this Agreement to terminate this Agreement due to unsatisfactory performance by the Manager that is materially detrimental to the Company taken as a whole.
(f) Should the Board request that the Manager, any Affiliate of the Manager or any director, officer or employee thereof render services for the Company other than as set forth in Section 2 hereof, such additional services, if the Manager elects to perform them, shall be separately compensated at such rates and in such amounts as shall be agreed upon by the Manager and the Board, subject to the limitations contained in the Company’s Governing Instruments; provided that such separate compensation shall not exceed an amount that would be payable to non-Affiliated third parties for similar services pursuant to an agreement negotiated on an arm’s-length basis, and shall not be deemed to be services pursuant to the terms of this Agreement.
(g) Notwithstanding anything to the contrary herein, the Company shall not be responsible for the reimbursement or payment of the Company’s costs and expenses pertaining to its formation and its initial offering of equity (collectively, the “Start-Up Expenses”), of which the Manager did not have a role, except that the Company shall pay, or reimburse the Principals for, the Start-Up Expenses paid or payable to third-party lawyers, accountants and valuation consultants. It being understood that any Start-Up Expenses not borne by the Company are intended to borne by the Principals.
Appears in 2 contracts
Samples: Management Agreement (AFC Gamma, Inc.), Management Agreement (AFC Gamma, Inc.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), excepting ) except those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the generality of the foregoingCompany’s, Expenses include, but are not limited to, together with the following:
(i) expenses in connection with the issuance and transaction costs incident to the acquisition, origination, leasing, disposition and financing of Assets;
(ii) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its the Subsidiaries by third party providers retained by the Manager.;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and the allocable share of the cost of directors’ and officers’ liability insurance to indemnify the directors and officers of the Company, its Subsidiaries and the Managerinsurance;
(iv) costs associated with the establishment and maintenance of any of the Company’s credit facilities facilities, mortgage indebtedness or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company’s or any Subsidiary’s securities offerings (including the Initial Public Offering, exclusive of the Company fees iStar has agreed to pay pursuant to the Exclusivity and its SubsidiariesExpense Reimbursement Agreement);
(v) expenses connected with communications to lenders and holders of the Company’s or any Subsidiary’s securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with lenders and holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, and the costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and its the Subsidiaries;
(vii) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, origination, financing, refinancing, sale or other disposition of Assets an Asset or establishment and maintenance of any of the Company’s credit facilities facilities, financing vehicles and other indebtedness borrowings under programs established by the U.S. government or any of the Company’s or any of the Subsidiary’s securities offerings of (including the Company Initial Public Offering, subject to the Exclusivity and its SubsidiariesExpense Reimbursement Agreement);
(viii) costs and expenses incurred with respect to market information systems and publications, pricing and valuation services, research publications publications, and materials, materials and settlement, clearing and custodial fees and expenses;
(ix) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) all taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsCompany’s business;
(xiii) costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets of the Company and its Subsidiaries;
(xiv) all other costs and expenses relating to the business and investment operations of the Company and its the Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees;
(xvxiv) expenses relating to any office(s) or office facilities, including including, but not limited to to, disaster backup recovery sites and facilities, maintained for the Company and its the Subsidiaries or Assets separate from the office or offices of the Manager;
(xvixv) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the lenders or holders of securities of the Company Company’s or its Subsidiariesany Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan;
(xviixvi) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) ), including any costs or expenses in connection therewith, against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xvii) all costs and expenses relating to the development and management of the Company’s website;
(xviii) the allocable share of expenses under a universal insurance policy covering the Manager, iStar or its affiliates in connection with obtaining and maintaining “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property, asset and investment managers performing functions similar to those of our manager in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets; and
(xix) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement.
(b) The Company shall have no obligation to reimburse the Manager or its Affiliates for the salaries and other compensation of the Manager’s investment professionals who provide services to the Company under this Agreement except that, beginning after the first anniversary of this Agreement, the Company shall reimburse the Manager or its Affiliates, as applicable, for the Company’s allocable share of the compensation, including without limitation, annual base salary, bonus, any related withholding taxes and employee benefits, paid to corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its Affiliates who spend all or a portion of their time managing the Company’s affairs. The Company’s share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s and the Subsidiaries’ affairs. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs.
(c) In addition, the Company, at the option of the Manager, shall be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses attributable to the personnel of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and the Subsidiaries. These expenses will be allocated to the Company based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s and the Subsidiaries; and’ affairs as calculated at each fiscal quarter end. The Manager and the Company may modify this allocation methodology, subject to the approval of a majority of the Independent Directors.
(xixd) all other The Manager may, at its option, elect not to seek reimbursement for certain expenses actually incurred by the Manager during a given quarterly period, which are reasonably necessary determination shall not be deemed to construe a waiver of reimbursement for the performance by the Manager of its duties and functions under this Agreement. similar expenses in future periods.
(e) The provisions of this Section 9 10 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Management Agreement (Safety, Income & Growth, Inc.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager Advisor for documented expenses of the Manager Advisor incurred on its behalf (collectively, the “Expenses”), ) excepting those expenses that are specifically the responsibility of the Manager Advisor as set forth herein. Without limiting Such costs and reimbursements shall not be in amounts which are greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the generality of the foregoingCompany’s, Expenses include, but are not limited to, together with the following:
(i) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of Assets;
(ii) costs of legal, tax, accounting, third party administrators for the establishment and maintenance of the books and records, consulting, auditing, administrative and other similar services rendered for the Company and its the Subsidiaries by third party providers retained by the Manager.Advisor or, if provided by the Advisor’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(iv) costs associated with the establishment and maintenance of any credit facilities of the Company’s repurchase agreements or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s or any Subsidiary’s securities offerings;
(v) expenses connected with communications to holders of the Company’s or our Subsidiary’s securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous any applicable reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, and the costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its the Subsidiaries;
(vii) expenses incurred by managers, officers, employees personnel and agents of the Manager Advisor for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager Advisor in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Asset or establishment and maintenance of any credit facilities and repurchase agreements, or other indebtedness financings or any of the Company’s or any of the Subsidiary’s securities offerings of the Company and its Subsidiariesor exchange offerings;
(viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expensesexpenses including any research services utilized by the Advisor on the Company’s behalf;
(ix) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) all taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsCompany’s business;
(xiii) costs and expenses incurred in contracting with third parties parties, including affiliates of the Advisor, for the servicing and special servicing of the assets of the Company and its the Subsidiaries;
(xiv) all other costs and expenses relating to the business and investment operations of the Company and its the Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees;
(xv) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its the Subsidiaries or Assets separate from the office or offices of the ManagerAdvisor;
(xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company Company’s or its Subsidiariesany Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan;
(xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviii) expenses incurred in connection with obtaining and maintaining the insurance coverage referred to in Section 7(e) above; and
(xix) all other expenses actually incurred by the Advisor (except as described below) which are reasonably necessary for the performance by the Advisor of its duties and functions under this Agreement. In addition, the Company will be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager Advisor and its Affiliates affiliates required for the operations of the Company and its the Subsidiaries; and
(xix) . These expenses will be allocated between the Advisor and the Company based on the ratio of the Company’s proportion of gross assets compared to all other expenses actually incurred remaining gross assets managed or held by the Manager Advisor as calculated at each quarter end. The Advisor and the Company will modify this allocation methodology, subject to the approval of the Board of Directors prior to the Listing and subject to the Independent Directors’ approval after the Listing, if the allocation becomes inequitable, based on significant leverage differences between the Company and the Advisor’s other clients. The Advisor may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which are reasonably necessary determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. The Company will reimburse the performance by Advisor for all organizational, formation and offering costs it has incurred on behalf of the Manager of its duties and functions under this AgreementCompany in connection with the Offering. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Investment Advisory Agreement (ZAIS Financial Corp.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse operating expenses, except those specifically required to be borne by the Manager for documented expenses of the Manager incurred on its behalf under this Agreement (the “Expenses”). Except as otherwise provided herein, excepting those expenses that are specifically the responsibility of the Manager is responsible for all costs incident to the performance of its duties under this Agreement. The Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as set forth herein. Without limiting the generality of the foregoingCompany’s, Expenses include, but are not limited to, together with the following:
(i) expenses incurred in connection with the issuance of the Company’s common stock and transaction costs incident to the acquisition, disposition and financing of Assetsits investments;
(ii) costs of legal, tax, accounting, consulting, auditing, administrative and other similar professional services rendered for the Company and its Subsidiaries by third third-party providers retained by the Manager or, if provided by the Manager.’s employees or its Affiliates, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors (excluding the directors who are employees of the Manager or its Affiliates) and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(iv) expenses associated with securities offerings by the Company;
(v) costs associated with the establishment and maintenance of any of the Company’s credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s securities offerings;
(vvi) expenses connected with communications to holders of the Company’s securities or of the Company or its Subsidiaries Company’s subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s its stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(vivii) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its SubsidiariesCompany;
(viiviii) expenses incurred by managers, officers, employees and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale financing or other disposition refinancing of Assets or establishment and maintenance of any credit facilities an investment and other indebtedness or any securities offerings of the Company and its Subsidiariesindebtedness;
(viiiix) costs and expenses incurred on the Company’s behalf with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixx) compensation and expenses of the Company’s custodian and transfer agent of incurred on the Company and its SubsidiariesCompany’s behalf, if any;
(xxi) the costs incurred on the Company’s behalf of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xixii) all taxes and license fees;
(xiixiii) all insurance costs incurred in connection with the operation of the Company’s business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasons;
(xiii) costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets of the Company and its Subsidiariesemployees;
(xiv) all other costs and expenses relating to the business and investment operations of the Company and its Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees;
(xv) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and or its Subsidiaries or Assets investments separate from the office or offices of the Manager;
(xvixv) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of the Company’s securities or of the Company or its Subsidiariessubsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xixxvi) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement.
(b) The Company shall have no obligation to reimburse the Manager for the salary, bonus, benefit and other compensation costs of the Manager’s employees who provide services to the Company under this Agreement, except that, the Company shall reimburse the Manager for the Company’s allocable share of the compensation paid by the Manager to its employees serving as the Company’s Chief Financial Officer and providing in-house accounting, legal and back office resources to the Company. The Company’s share of such costs shall be based upon the percentage of time devoted by such employees of the Manager to the Company’s affairs. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs.
(c) The Company may, at the election of the Manager, be required to pay its pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required for the Company’s operations.
(d) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. Except as noted above, the Manager is responsible for all costs incident to the performance of its duties under this Agreement, including compensation of the Manager’s executives and employees and other related expenses and overhead (except those expenses that are specifically the responsibility of the Manager as set forth herein). In the event that the Company’s initial public offering is consummated, the Company will reimburse the Manager for all organizational, formation and offering costs it has incurred on behalf of the Company.
(e) The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to Company or any and all personnel subsidiary of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (the “Expenses”), excepting except those expenses that are specifically the responsibility of the Manager as set forth herein. Without pursuant to Section 6.1 of this Agreement, and without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following expenses of the Company or any subsidiary of the Company shall be paid by the Company and shall not limited to, be paid by the followingManager or Affiliates of the Manager:
(i) 6.2.1 expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of AssetsInvestments, including those expenses that would customarily be capitalized as part of the Investment;
(ii) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager.
(iii) 6.2.2 the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(iv) 6.2.3 costs associated with the establishment and maintenance of any of the Company’s credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s securities offerings;
(v) 6.2.4 expenses connected with communications to holders of the Company’s securities or of the Company or its Subsidiaries Affiliates and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange CommissionSEC, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s or its Affiliate’s stock on any exchange or other market centerexchange, the fees payable by the Company or it Affiliates to any such exchange in connection with its listing, costs of preparing, printing and mailing of the Company’s or its Affiliates annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vi) 6.2.5 costs associated with any computer software or hardware, electronic equipment or purchased information technology or analytical services from third-party vendors that is to the extent used solely for the Company and its Subsidiariesapproved in advance by the Company;
(vii) 6.2.6 expenses incurred by managers, officers, employees and agents of the Manager for reasonable travel on the Company’s behalf of the Company and its Subsidiaries and other reasonable out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its Subsidiariesan Investment;
(viii) 6.2.7 costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expensesexpenses to the extent used for the Company and approved in advance by the Company;
(ix) 6.2.8 compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) 6.2.9 the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) 6.2.10 all taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasons;
(xiii) 6.2.11 costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets parties, including Affiliates of the Company and its SubsidiariesManager;
(xiv) 6.2.12 all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments, including appraisal, reporting, audit and legal fees;
(xv) 6.2.13 expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and or its Subsidiaries or Assets investments separate from the office or offices of the Manager;
(xvi) 6.2.14 expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board Sole Member of Directors the Company to or on account of the holders of the Company’s securities or of the Company or its Subsidiariessubsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xvii) 6.2.15 any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any SubsidiaryCompany, or against any trustee, director director, partner, member or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director director, partner, member or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xix) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its costs and expenses and shall reimburse the Manager or its Affiliates for documented expenses of the Manager and its Affiliates incurred on its behalf (of the “Expenses”)Company, excepting only the Underwriting Fee and those expenses that are specifically the responsibility of the Manager as set forth hereinpursuant to this Section 7. Without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following costs and expenses of the Company shall be paid by the Company and shall not limited to, be paid by the followingManager or Affiliates of the Manager:
(i) expenses in connection with the issuance and transaction costs incident to the origination, acquisition, disposition and financing of Assetsthe investments of the Company;
(ii) costs of legal, financial, tax, accounting, servicing, due diligence, consulting, auditing, administrative auditing and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.'s personnel, in amounts that are no greater than those that would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's-length basis;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and 's directors, the cost of liability insurance to indemnify the Company's directors and officers and the Company's allocable portion of the Companyfidelity bond, its Subsidiaries directors and the Managerofficers/errors and omissions liability insurance, and any other insurance premium;
(iv) costs associated with the establishment and maintenance of any of the Company's credit facilities facilities, other financing arrangements, or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany's securities offerings;
(v) expenses connected with communications to holders of the Company's securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, including all costs of preparing and filing required reports with the Securities and Exchange CommissionSEC, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock 's securities on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s 's annual report to its stockholders the Company's stockholders, partners or members and proxy materials with respect to any meeting of the stockholders of the Company's stockholders, partners or members;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and its SubsidiariesCompany;
(vii) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company's behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the services provided hereunder, including in connection with any purchase, financing, refinancing, sale or other disposition of Assets an investment or establishment and maintenance of any credit facilities and other indebtedness of the Company's securitizations or any securities offerings of the Company and its SubsidiariesCompany's securities offerings;
(viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ix) compensation and expenses of the Company's custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) all federal, state and local taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the Company's business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonspersonnel;
(xiii) costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets of the Company and its Subsidiariesparties;
(xiv) all other costs and expenses relating to the Company's business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, including the costs and expenses of originating, acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments, including appraisal, reporting, audit and legal fees;
(xv) expenses (including the Company's pro rata portion of rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses) relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets separate from the office or offices investments of the ManagerCompany, the Manager or their Affiliates required for the operation of the Company;
(xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its SubsidiariesCompany's securities, including, without limitation, including in connection with any dividend reinvestment plan;
(xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any SubsidiaryCompany, or against any trustee, director director, partner, member or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director director, partner, member or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery expenses connected with calculating Core Earnings (including the cost and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiariesany independent valuation firm); and
(xix) all other expenses actually incurred by the Manager which (except as otherwise specified herein) that are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement.
(b) The Company shall have no obligation to reimburse the Manager or its Affiliates for the salaries and other compensation of the Manager's investment professionals who provide services to the Company under this Agreement, except that the Company shall reimburse the Manager or its Affiliates, as applicable, for the Company's allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to (i) the Manager's personnel serving as the Company's chief financial officer based on the percentage of his or her time spent managing the Company's affairs and (ii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its Affiliates who spend all or a portion of their time managing the Company's affairs. The Company's share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company's affairs. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company's share of such costs.
(c) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.
(d) Costs and expenses incurred by the Manager on behalf of the Company shall be reimbursed monthly to the Manager. The Manager shall prepare a written statement in reasonable detail documenting the costs and expenses of the Company and those incurred by the Manager on behalf of the Company during each month, and shall deliver such written statement to the Company within 30 days after the end of each month. The Company shall pay all amounts payable to the Manager pursuant to this Section 7(d) in cash within five Business Days after the receipt of the written statement without demand, deduction offset or delay. Cost and expense reimbursements to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company. The provisions of this Section 9 7 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
(e) Notwithstanding anything contained in this Agreement to the contrary, except to the extent that the payment of additional monies is proven by the Company to have been required as a direct result of the Manager's acts or omissions that result in the right of the Company to terminate this Agreement pursuant to Section 12 of this Agreement, the Manager shall not be required to expend money ("Excess Funds") in connection with any expenses that are required to be paid for or reimbursed by the Company pursuant to this Agreement in excess of that contained in any applicable Company Account (as herein defined) or otherwise made available by the Company to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall not give rise or be a contributing factor to the right of the Company under Section 10(b) of this Agreement to terminate this Agreement due to the Manager's unsatisfactory performance.
Appears in 1 contract
Samples: Management Agreement (Ares Commercial Real Estate Corp)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), excepting those . Expenses include all costs and expenses that are specifically expressly designated elsewhere in this Agreement as the responsibility of the Manager as set forth herein. Without limiting the generality of the foregoingCompany’s, Expenses include, but are not limited to, together with the following:
(ia) expenses in connection with the issuance and transaction costs incident to the acquisitionacquisitions, disposition and financing of AssetsInvestments;
(iib) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s employees, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iiic) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(ivd) costs associated with the establishment and maintenance of any credit facilities or and other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany;
(ve) expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vif) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its SubsidiariesCompany;
(viig) expenses incurred by managers, officers, employees and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its SubsidiariesCompany;
(viiih) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixi) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xj) costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xik) all taxes and license fees;
(xiil) all insurance costs incurred in connection with the operation of the Company’s business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsemployees;
(xiiim) costs and expenses incurred in contracting with third parties parties, including affiliates of the Manager, for the servicing and special servicing of assets of the Company and its SubsidiariesCompany;
(xivn) all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of AssetsInvestments, including appraisal, reporting, audit and legal fees;
(xvo) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for by, for, or on behalf of the Company and its Subsidiaries or Assets Investments separate from the office or offices of the Manager;
(xvip) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xviiq) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings;
(xviiir) all the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates affiliates required for the operations of the Company and its SubsidiariesCompany’s operations; and
(xixs) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. Except as noted above, the Manager is responsible for all costs incident to the performance of its duties under this Management Agreement, including compensation of our Manager’s employees and other related expenses. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have been previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Management Agreement (Cypress Sharpridge Investments, Inc.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), "EXPENSES") excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the generality of the foregoingCompany's, Expenses include, but are not limited to, together with the following:
(ia) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of AssetsInvestments;
(iib) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.'s employees, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's-length basis;
(iiic) the compensation of the Independent Directors and expenses of the Company’s 's directors and the cost of liability insurance to indemnify the Company's directors and officers of the Company, its Subsidiaries and the Managerofficers;
(ivd) costs associated with the establishment and maintenance of any credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany;
(ve) expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s 's stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s 's annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vif) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its SubsidiariesCompany;
(viig) expenses incurred by managers, officers, employees and agents of the Manager for travel on the Company's behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its SubsidiariesCompany;
(viiih) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixi) compensation and expenses of the Company's custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xj) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xik) all taxes and license fees;
(xiil) all insurance costs incurred in connection with the operation of the Company's business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsemployees;
(xiiim) costs and expenses incurred in contracting with third parties parties, including affiliates of the Manager, for the servicing and special servicing of assets of the Company and its SubsidiariesCompany;
(xivn) all other costs and expenses relating to the Company's business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of AssetsInvestments, including appraisal, reporting, audit and legal fees;
(xvo) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets Investments separate from the office or offices of the Manager;
(xvip) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xviiq) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xixr) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. In addition, the Company will be required to pay the Company's pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its affiliates required for the Company's operations. These expenses will be allocated between the Manager and the Company based on the ratio of the Company's proportion of gross assets compared to all remaining gross assets managed by the Manager as calculated at each quarter end. The Manager and the Company will modify this allocation methodology, subject to the Board of Directors' approval if the allocation becomes inequitable (i.e., if the Company becomes highly leveraged compared to the Manager's other funds and accounts). The Manager hereby waives its right to request reimbursement from the Company of these expenses until such time as it determines to rescind that waiver. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. Except as noted above, the Manager is responsible for all costs incident to the performance of its duties under this Agreement, including compensation of the Manager's executives and employees and other related expenses and overhead (except those expenses that are specifically the responsibility of the Manager as set forth herein). In the event that the Company's initial public offering is consummated, the Company will reimburse the Manager for all organizational, formation and offering costs it has incurred on behalf of the Company. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Management Agreement (Annaly Capital Management Inc)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), ) excepting only those expenses that are specifically the responsibility of the Manager as set forth hereinpursuant to Section 2 of this Agreement. Without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following costs and expenses of the Company or any Subsidiary shall be paid by the Company and shall not limited to, be paid by the followingManager or Affiliates of the Manager:
(i) costs and expenses in connection associated with the issuance and transaction costs incident to the acquisition, disposition and financing of AssetsInvestments;
(ii) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its the Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(iv) costs associated with the establishment and maintenance of any of the Company’s or any Subsidiary’s credit facilities or other indebtedness of the Company and its Subsidiaries or any Subsidiary (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany's or any Subsidiary's securities offerings;
(v) expenses connected with communications to holders of the Company’s or any Subsidiary’s securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for by the Company and its and/or the Subsidiaries;
(vii) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Investment or establishment and maintenance of any credit facilities and other indebtedness of the Company's or any Subsidiary's repurchase agreements or any of their securities offerings of the Company and its Subsidiariesofferings;
(viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ix) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) the costs of maintaining compliance with all U.S. federal, state and local rules and regulations or those of any other regulatory agency;
(xi) all taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the business of Company’s and the Company and its Subsidiaries Subsidiaries’ business, except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonspersonnel;
(xiii) costs and expenses incurred in contracting with third parties parties, including Affiliates of the Manager, for the servicing and special servicing of the assets of the Company and its the Subsidiaries;
(xiv) all other costs and expenses relating to the Company's and the Subsidiaries' business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments, including appraisal, reporting, audit and legal fees;
(xv) expenses relating to any office(s) or office facilities, including including, but not limited to disaster backup recovery sites and facilities, maintained for the Company and its the Subsidiaries or Assets Investments separate from the office or offices of the Manager;
(xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company Company’s or its Subsidiariesany Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan;
(xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director director, partner, member or officer of the Company or of any Subsidiary in his his, her or its capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer Person by any court or governmental agency;; and
(xviii) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement.
(b) The Company shall have no obligation to reimburse the Manager for the salaries and other compensation costs of the Manager’s personnel who provide services to the Company under this Agreement, except that, the Company shall reimburse the Manager for the Company’s allocable share of the compensation paid by the Manager to its personnel serving as the Company’s Chief Financial Officer. The Company’s share of such costs shall be based upon the percentage of working time devoted by such personnel of the Manager to the Company’s affairs as compared to working time spent on other matters for the Manager. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs. The Manager shall be responsible for the compensation paid by the Manager to its personnel serving as the Company’s Chief Executive Officer, Chief Investment Officer and Executive Vice President, Chief Portfolio Manager and Senior Vice President and the Manager’s investment professionals.
(c) The Company will be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its the Subsidiaries; and
(xix) . These expenses will be allocated between the Manager and the Company based on the ratio of the Company’s proportion of gross assets compared to all other expenses actually incurred remaining gross assets managed or held by Invesco or managed or held by the Manager as calculated at each quarter end. The Manager and the Company will modify this allocation methodology, subject to the Independent Directors’ approval if the allocation becomes inequitable (i.e., if the Company becomes highly leveraged compared to Invesco or the Manager’s or Invesco’s other funds and accounts).
(d) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which are reasonably necessary determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. In the performance by event that the Company’s initial public offering is consummated, the Company will reimburse the Manager and its Affiliates for all organizational, formation and offering costs it has incurred on behalf of its duties and functions under this Agreement. the Company.
(e) The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Management Agreement (Invesco Mortgage Capital Inc.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to Company or any and all personnel subsidiary of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (the “Expenses”), excepting except those expenses that are specifically the responsibility of the Manager as set forth herein. Without pursuant to Section 7.1 of this Agreement, and without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following expenses of the Company or any subsidiary of the Company shall be paid by the Company and shall not limited to, be paid by the followingManager or Affiliates of the Manager:
(i) 7.2.1 expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of AssetsInvestments;
(ii) 7.2.2 expenses associated with the Company’s hedging activities;
7.2.3 costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for to the Company and its Subsidiaries or any subsidiary of the Company by third party providers retained by the Manager or, if provided by the Manager.’s employees, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) the 7.2.4 compensation of the Independent Directors and expenses of directors of the Company’s directors Company or any subsidiary of the Company and the cost of liability insurance to indemnify the directors and officers of the Company or any subsidiary of the Company, its Subsidiaries and the Manager;
(iv) 7.2.5 costs associated with the establishment and maintenance of any of the Company’s credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s securities offerings;
(v) 7.2.6 expenses connected with communications to holders of securities of the Company or its Subsidiaries any subsidiary of the Company and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange CommissionSEC, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its the Company’s stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(vi) 7.2.7 costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its Subsidiariesvendors;
(vii) 7.2.8 expenses incurred by managers, officers, employees and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an investment or establishment and maintenance of any of the Company’s credit facilities and other indebtedness or any securities offerings of the Company and its SubsidiariesCompany’s securities offerings;
(viii) 7.2.9 costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ix) 7.2.10 compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) 7.2.11 the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) 7.2.12 all taxes and license fees;
(xii) 7.2.13 all insurance costs incurred in connection with the operation of the Company’s business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsofficers;
(xiii) 7.2.14 costs and expenses incurred in contracting with third parties parties, including affiliates of the Manager, for the servicing and special servicing of assets of the Company and its SubsidiariesCompany’s assets;
(xiv) 7.2.15 all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments, including appraisal, reporting, audit and legal fees;
(xv) 7.2.16 expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets any subsidiary of the Company or Investments separate from the office or offices of the Manager and/or its Affiliates, as well as telecommunication and utility expenses required for the Manager’s day-to-day operations associated with its obligations under this Agreement;
(xvi) 7.2.17 expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiariesany subsidiary of the Company, including, without limitation, in connection with any dividend reinvestment plan;
(xvii) 7.2.18 without limiting Section 7.2.3, all legal, expert and other fees and expenses relating to any actions, proceedings, lawsuits, demands, causes of action and claims, whether actual or threatened, made by or against the Company, or which the Company is authorized or obligated to pay under applicable law or its Governing Instruments or by the Company
7.2.19 any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiarysubsidiary, or against any trustee, director or officer of the Company or of any Subsidiary subsidiary in his capacity as such for which the Company or any Subsidiary subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xix) 7.2.20 all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The provisions ; and
7.2.21 any other expenses of the Company or any subsidiary of the Company that are not expenses of the Manager under Section 7.1 of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or terminationAgreement.
Appears in 1 contract
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), ) excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the generality of the foregoingCompany’s, Expenses include, but are not limited to, together with the following:
(ia) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of AssetsInvestments;
(iib) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s employees, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iiic) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(ivd) costs associated with the establishment and maintenance of any credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany;
(ve) expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vif) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its SubsidiariesCompany;
(viig) expenses incurred by managers, officers, employees and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its SubsidiariesCompany;
(viiih) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixi) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xj) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xik) all taxes and license fees;
(xiil) all insurance costs incurred in connection with the operation of the Company’s business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsemployees;
(xiiim) costs and expenses incurred in contracting with third parties parties, including affiliates of the Manager, for the servicing and special servicing of assets of the Company and its SubsidiariesCompany;
(xivn) all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of AssetsInvestments, including appraisal, reporting, audit and legal fees;
(xvo) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets Investments separate from the office or offices of the Manager;
(xvip) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xviiq) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xixr) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. In addition, the Company will be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its affiliates required for the Company’s operations. These expenses will be allocated between the Manager and the Company based on the ratio of the Company’s proportion of gross assets compared to all remaining gross assets managed by the Manager as calculated at each quarter end. The provisions of Manager and the Company will modify this Section 9 shall survive the expiration or earlier termination of this Agreement allocation methodology, subject to the extent such Board of Directors’ approval if the allocation becomes inequitable (i.e., if the Company becomes highly leveraged compared to the Manager’s other funds and accounts). The Manager may, at its option, elect not to seek reimbursement for certain expenses have previously been incurred during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. Except as noted above, the Manager is responsible for all costs incident to the performance of its duties under this Agreement, including compensation of the Manager’s executives and have not yet been paid or employees and other related expenses and overhead (except those expenses that are incurred in connection with such expiration or terminationspecifically the responsibility of the Manager as set forth herein).
Appears in 1 contract
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), ) excepting only those expenses that are specifically the responsibility of the Manager as set forth hereinpursuant to Section 2 of this Agreement. Without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following costs and expenses of the Company or any Subsidiary shall be paid by the Company and shall not limited to, be paid by the followingManager or Affiliates of the Manager:
(i) costs and expenses in connection associated with the issuance and transaction costs incident to the acquisition, disposition and financing of AssetsInvestments;
(ii) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its the Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(iv) costs associated with the establishment and maintenance of any of the Company’s or any Subsidiary’s credit facilities or other indebtedness of the Company and its Subsidiaries or any Subsidiary (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s or any Subsidiary’s securities offerings;
(v) expenses connected with communications to holders of the Company’s or any Subsidiary’s securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for by the Company and its and/or the Subsidiaries;
(vii) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Investment or establishment and maintenance of any credit facilities and other indebtedness of the Company’s or any Subsidiary’s repurchase agreements or any of their securities offerings of the Company and its Subsidiariesofferings;
(viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ix) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) the costs of maintaining compliance with all U.S. federal, state and local rules and regulations or those of any other regulatory agency;
(xi) all taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the business of Company’s and the Company and its Subsidiaries Subsidiaries’ business, except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonspersonnel;
(xiii) costs and expenses incurred in contracting with third parties parties, including Affiliates of the Manager, for the servicing and special servicing of the assets of the Company and its the Subsidiaries;
(xiv) all other costs and expenses relating to the Company’s and the Subsidiaries’ business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments, including appraisal, reporting, audit and legal fees;
(xv) expenses relating to any office(s) or office facilities, including including, but not limited to disaster backup recovery sites and facilities, maintained for the Company and its the Subsidiaries or Assets Investments separate from the office or offices of the Manager;
(xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company Company’s or its Subsidiariesany Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan;
(xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director director, partner, member or officer of the Company or of any Subsidiary in his his, her or its capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer Person by any court or governmental agency;; and
(xviii) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement.
(b) The Company shall have no obligation to reimburse the Manager for the salaries and other compensation costs of the Manager’s personnel who provide services to the Company under this Agreement, except that, the Company shall reimburse the Manager for the Company’s allocable share of the compensation paid by the Manager to its personnel serving as the Company’s Chief Financial Officer. The Company’s share of such costs shall be based upon the percentage of working time devoted by such personnel of the Manager to the Company’s affairs as compared to working time spent on other matters for the Manager. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs. The Manager shall be responsible for the compensation paid by the Manager to its personnel serving as the Company’s Chief Executive Officer, Chief Investment Officer and Executive Vice President, Chief Portfolio Manager and Senior Vice President and the Manager’s investment professionals.
(c) The Company will be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its the Subsidiaries; and
(xix) . These expenses will be allocated between the Manager and the Company based on the ratio of the Company’s proportion of gross assets compared to all other expenses actually incurred remaining gross assets managed or held by Invesco or managed or held by the Manager as calculated at each quarter end. The Manager and the Company will modify this allocation methodology, subject to the Independent Directors’ approval if the allocation becomes inequitable (i.e., if the Company becomes highly leveraged compared to Invesco or the Manager’s or Invesco’s other funds and accounts).
(d) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which are reasonably necessary determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. In the performance by event that the Company’s initial public offering is consummated, the Company will reimburse the Manager and its Affiliates for all organizational, formation and offering costs it has incurred on behalf of its duties and functions under this Agreement. the Company.
(e) The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Management Agreement (Invesco Mortgage Capital Inc.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager and its Affiliates for documented expenses of the Manager and its Affiliates incurred on its the Company’s behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting the generality of the foregoing, Expenses include, but are not limited to, together with the following:
(ia) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of AssetsInvestments;
(iib) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager.Manager or, if provided by the employees of the Manager or its Affiliates, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iiic) the compensation per loan underwriting and review fees in connection with valuations of and potential investments in certain subordinate commercial mortgage pass-through certificates, in amounts approved by a majority of the Independent Directors from time to time;
(d) the compensation and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(ive) costs associated with the establishment and maintenance of any credit facilities or and other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany;
(vf) expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any (including transfer agent and registrar costs) in connection with the listing and/or trading of the Company’s stock securities on any exchange or other market centerinter-dealer quotation system, the fees payable by the Company to any such exchange or inter-dealer quotation system in connection with its listing, costs of complying with the rules, regulations or policies of such exchange or inter-dealer quotation system, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vig) the allocable costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its SubsidiariesCompany;
(viih) expenses incurred by managers, officers, employees and agents of the Manager and its Affiliates for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager and its Affiliates in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its SubsidiariesCompany;
(viiii) the allocable costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixj) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xk) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xil) all taxes and license fees;
(xiim) all insurance costs incurred in connection with the operation of the Company’s business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsemployees;
(xiiin) costs and expenses incurred in contracting with third parties parties, including Affiliates of the Manager, for the servicing and special servicing of assets of the Company and its SubsidiariesCompany;
(xivo) all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of AssetsInvestments, including appraisal, reporting, audit and legal fees;
(xvp) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets Investments separate from the office or offices of the Manager;
(xviq) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xviir) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his or her capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings or by the charter and bylaws of the Company;
(xviiis) all the allocable portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its SubsidiariesCompany’s operations; and
(xixt) expenses for personnel of the Manager or its Affiliates for their services in connection with the making of fixed-rate commercial real estate loans by the Company or a Subsidiary, in an amount equal to one percent (1%) of the principal amount of each such loan made; and
(u) all other expenses actually incurred by the Manager or its Affiliates which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall bear the expense of the wages, salaries and benefits of the Manager’s officers and employees, with the exception that the Company shall bear the expense of the personnel described in the penultimate and final sentences of Section3(a) hereof, in proportion to such personnel’s percentage of time dedicated to the operations of the Company. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), ) excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting Such costs and reimbursements shall not be in amounts which are greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the generality of the foregoingCompany’s, Expenses include, but are not limited to, together with the following:
(ia) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of Assets;
(iib) costs associated with the Company’s year-end audit and quarterly reviews, including the costs associated with compliance with the Xxxxxxxx-Xxxxx Act of legal2002, tax, accounting, consulting, auditing, administrative tax preparation and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager.legal counsel;
(iiic) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the directors directors’ and officers of the Companyofficers’ liability, its Subsidiaries and the Managerany non-covered indemnification expense;
(ivd) costs associated with the purchase, financing, sale or other disposition of an Asset, the establishment and maintenance of any of the Company’s repurchase agreements, warehouse facilities, securitizations and bank credit facilities (including term loans and revolving facilities) or other indebtedness of the Company and its Subsidiaries (including commitment fees, transaction fees, accounting fees, legal fees, negotiating, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s or any Subsidiary’s securities offerings;
(ve) expenses connected with communications to holders of securities of the Company Company’s or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agenciesany Subsidiary’s securities, including, without limitationincluding web hosting, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, and the costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and its Subsidiaries;
(viif) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Asset or establishment and maintenance of any repurchase agreements, warehouse facilities, securitizations, bank credit facilities (including term leases and other indebtedness revolving facilities) or any securities offerings of the Company and its Company’s or any of the Subsidiaries’ securities offerings;
(viiig) costs and expenses incurred with respect to Bloomberg and other market data information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixh) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xi) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xij) all taxes and license fees;
(xiik) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries Company’s business, except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonspersonnel;
(xiii) costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets of the Company and its Subsidiaries;
(xiv) all other costs and expenses relating to the business and investment operations of the Company and its Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees;
(xvl) expenses relating to any office(s) or office facilities, including including, but not limited to to, disaster backup recovery sites and facilities, maintained for the Company and its the Subsidiaries or Assets separate from the office or offices of the Manager;
(xvim) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company Company’s or its Subsidiariesany Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan;
(xviin) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviiio) all rent, telephone, utilities, office furniture, equipment, machinery expenses incurred in connection with obtaining and other office, internal and overhead expenses of maintaining the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiariesinsurance coverage referred to in Section 7(e) above; and
(xixp) all other expenses actually incurred by the Manager Manager, which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. Other than with respect to the Manager’s performance of certain legal, compliance, accounting, due diligence tasks and other services outside professional or outside consultants would otherwise perform for the Company, the Company shall have no obligation to reimburse the Manager or its affiliates for the salaries and other compensation of the Manager’s personnel who provide services to the Company under this Agreement. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Management Agreement (Provident Mortgage Capital Associates, Inc.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), excepting those . Expenses include all costs and expenses that are specifically expressly designated elsewhere in this Agreement as the responsibility of the Manager as set forth herein. Without limiting the generality of the foregoingCompany’s, Expenses include, but are not limited to, together with the following:
(ia) expenses in connection with the issuance and transaction costs incident to the acquisitionacquisitions, disposition and financing of AssetsInvestments;
(iib) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s employees, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iiic) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(ivd) costs associated with the establishment and maintenance of any credit facilities or and other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany;
(ve) expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vif) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its SubsidiariesCompany;
(viig) expenses incurred by managers, officers, employees and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its SubsidiariesCompany;
(viiih) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixi) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xj) costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xik) all taxes and license fees;
(xiil) all insurance costs incurred in connection with the operation of the Company’s business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsemployees;
(xiiim) costs and expenses incurred in contracting with third parties parties, including affiliates of the Manager, for the servicing and special servicing of assets of the Company and its SubsidiariesCompany;
(xivn) all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of AssetsInvestments, including appraisal, reporting, audit and legal fees;
(xvo) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for by, for, or on behalf of the Company and its Subsidiaries or Assets Investments separate from the office or offices of the Manager;
(xvip) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xviiq) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings;
(xviiir) all the Company’s pro-rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates affiliates required for the operations of the Company and its SubsidiariesCompany’s operations; and
(xixs) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. Except as noted above, the Manager is responsible for all costs incident to the performance of its duties under this Management Agreement, including compensation of our Manager’s employees and other related expenses. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have been previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Management Agreement (Cypress Sharpridge Investments, Inc.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), ) excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting the generality of the foregoing, Expenses expenses to be paid by the Company include, but are not limited to, the following:
(ia) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of Assets, other than those covered by the Diligence Fees;
(iib) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s employees, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iiic) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the directors and officers of the Company, Company and its Subsidiaries and the ManagerSubsidiaries;
(ivd) costs associated with the establishment and maintenance of any credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its Subsidiaries;
(ve) expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market center, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials and of communicating with shareholders with respect to any meeting of the stockholders of the Company;
(vif) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and its Subsidiaries;
(viig) expenses incurred by managers, officers, employees and agents of the Manager for travel on behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its SubsidiariesSubsidiaries or in connection with fulfilling its other obligations under this Agreement;
(viiih) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixi) compensation and expenses of the custodian and transfer agent of the Company and its Subsidiaries, if any;
(xj) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xik) all taxes and license fees;
(xiil) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iiiSection 7(e) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsemployees;
(xiiim) costs and expenses incurred in contracting with third parties parties, including Affiliates of the Manager, for the servicing and special servicing of assets of the Company and its SubsidiariesAssets;
(xivn) all other costs and expenses relating to the business and investment operations of the Company and its Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees;
(xvo) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets separate from the office or offices of the Manager;
(xvip) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xviiq) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xixr) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. In addition, the Company will be required to reimburse the Manager upon request for the pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Manager and its Affiliates required or advisable for the operations of the Company and its Subsidiaries. These expenses will be allocated between the Manager and the Company based on the ratio of the proportion of gross assets of the Company and its Subsidiaries compared to all remaining gross assets managed by the Manager as calculated at each quarter end. The Manager and the Company will modify this allocation methodology, subject to the Board of Directors’ approval, if the allocation becomes inequitable (i.e., if the Company becomes highly leveraged compared to the Manager’s other funds and accounts). The Manager hereby waives its right to request reimbursement from the Company of these expenses until such time as it determines to rescind that waiver. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to be or construed as a waiver of reimbursement for similar expenses in future periods. Except as noted herein, the Manager is responsible for all costs and expenses incident to the performance of its duties under this Agreement, including compensation of the Manager’s executives and employees and other related expenses and overhead. In the event that the Company’s initial public offering is consummated, the Company will reimburse the Manager for all organizational, formation and offering costs and expenses it has incurred on behalf of the Company. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Management Agreement (Bayview Mortgage Capital, Inc.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), ) excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting Such costs and reimbursements shall be in amounts which are greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the generality of the foregoingCompany’s, Expenses include, but are not limited to, together with the following:
(i) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of AssetsInvestments;
(ii) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its the Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(iv) costs associated with the establishment and maintenance of any credit facilities or other indebtedness of the Company Company’s repurchase agreements, warehouse facilities and its Subsidiaries other secured and unsecured forms of borrowings (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s or any Subsidiary’s securities offerings;
(v) expenses connected with communications to holders of the Company’s or any Subsidiary’s securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its the Subsidiaries;
(vii) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Investment or establishment and maintenance of any credit repurchase agreements, warehouse facilities and other indebtedness secured and unsecured forms of borrowings or any securities offerings of the Company and its SubsidiariesCompany’s or any Subsidiary’s securities offerings;
(viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, materials and settlement, clearing and custodial fees and expenses;
(ix) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) all taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries Company’s business, except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonspersonnel;
(xiii) costs and expenses incurred in contracting with third parties parties, including affiliates of the Manager, for the servicing and special servicing of the assets of the Company and its the Subsidiaries;
(xiv) all other costs and expenses relating to the business and investment operations of the Company and its Subsidiariesthe Subsidiaries and investment operations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of AssetsInvestments, including appraisal, reporting, audit and legal fees;
(xv) expenses relating to any office(s) or office facilities, including including, but not limited to to, disaster backup recovery sites and facilities, maintained for the Company and its the Subsidiaries or Assets Investments separate from the office or offices of the Manager;
(xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company Company’s or its Subsidiariesany Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan;
(xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;; and
(xviii) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The Company shall have no obligation to reimburse the Manager for the salary, bonus, benefit and other compensation costs of the Manager’s personnel who provide services to the Company under this Agreement, except that, the Company shall reimburse the Manager for the Company’s allocable share of the compensation paid by the Manager to its personnel serving as the Company’s Principal Financial Officer and personnel hired by the Manager as in-house accounting, legal and back-office resources to the Company. The Company’s share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager to the Company’s affairs. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs. The Manager shall be responsible for the compensation paid by the Manager to its personnel serving as the Company’s Chief Executive Officer, Chief Investment Officer and Executive Vice President, Chief Portfolio Manager and Senior Vice President and the Manager’s investment professionals. In addition, the Company will be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates affiliates required for the operations of the Company and its the Subsidiaries; and
(xix) . These expenses will be allocated between the Manager and the Company based on the ratio of the Company’s proportion of gross assets compared to all other expenses actually incurred remaining gross assets managed or held by MFA or managed or held by the Manager as calculated at each quarter end. The Manager and the Company will modify this allocation methodology, subject to the Independent Directors’ approval if the allocation becomes inequitable (i.e., if the Company becomes highly leveraged compared to MFA or the Manager’s or MFA’s other funds and accounts). The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which are reasonably necessary determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. In the performance by event that the Company’s initial public offering is consummated, the Company will reimburse the Manager for all organizational, formation and offering costs it has incurred on behalf of its duties and functions under this Agreementthe Company. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Management Agreement (MFResidential Investments, Inc.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to Company or any and all personnel subsidiary of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (the “Expenses”), excepting under this Agreement except those expenses that are specifically the responsibility of the Manager as set forth herein. Without pursuant to Section 6.1 of this Agreement, and without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following expenses of the Company or any subsidiary of the Company shall be paid by the Company and shall not limited to, be paid by the followingManager or Affiliates of the Manager:
(i) 6.2.1. expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of AssetsInvestments, including those expenses that would customarily be capitalized as part of the Investment;
(ii) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager.
(iii) 6.2.2. the compensation of the Independent Directors and expenses of the Company’s directors and officers and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(iv) 6.2.3. costs associated with the establishment and maintenance of any of the Company’s credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s securities offerings;
(v) 6.2.4. expenses connected with communications to holders of the Company’s securities or of the Company or its Subsidiaries Affiliates and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange CommissionSEC, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s or its Affiliate’s stock on any exchange or other market centerexchange, the fees payable by the Company or its Affiliates to any such exchange in connection with its listing, costs of preparing, printing and mailing of the Company’s or its Affiliates annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vi) 6.2.5. costs associated with any computer software or hardware, electronic equipment or purchased information technology or analytical services from third-party vendors that is to the extent used solely for the Company and its Subsidiariesapproved in advance by the Company;
(vii) 6.2.6. expenses incurred by managers, officers, employees and agents of the Manager for reasonable travel on the Company’s behalf of the Company and its Subsidiaries and other reasonable out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its Subsidiariesan Investment;
(viii) 6.2.7. costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expensesexpenses to the extent used for the Company and approved in advance by the Company;
(ix) 6.2.8. compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) 6.2.9. the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) 6.2.10. all taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasons;
(xiii) 6.2.11. costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets parties, including Affiliates of the Company and its SubsidiariesManager;
(xiv) 6.2.12. all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments, including appraisal, reporting, audit and legal fees;
(xv) 6.2.13. expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and or its Subsidiaries or Assets investments separate from the office or offices of the Manager;
(xvi) 6.2.14. expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors Company to or on account of the holders of the Company’s securities or of the Company or its Subsidiariessubsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xvii) 6.2.15. any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any SubsidiaryCompany, or against any trustee, director director, partner, member or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director director, partner, member or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xix) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes Company and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company Subsidiaries shall pay all of its the expenses of the Company and the Subsidiaries and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf of the Company and the Subsidiaries (collectively, the “Expenses”), ) excepting only those expenses that are specifically the responsibility of the Manager as set forth hereinpursuant to Sections 2 and 10(b) of this Agreement. Such costs and reimbursements shall not be in amounts greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s length basis. Without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following costs and expenses of the Company and the Subsidiaries shall be paid by the Company and the Subsidiaries and shall not limited to, be paid by the followingManager or Affiliates of the Manager:
(i) expenses in connection with the issuance and transaction costs incident to the origination, acquisition, disposition and financing of AssetsInvestments;
(ii) subject to Section 10(b) of this Agreement, the costs of legal, financial, tax, accounting, servicing, due diligence consulting, auditing, administrative auditing and other similar services rendered for the Company and its the Subsidiaries by third party providers retained by the Manager.;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors directors;
(iv) the compensation expense for employees of the Manager, other than the Manager’s chief executive officer and chief financial officer;
(v) the cost of liability insurance to indemnify the Company’s directors and officers and the Company’s allocable portion of the Companyfidelity bond, its Subsidiaries directors and the Managerofficers/errors and omissions liability insurance, and any other insurance premium;
(ivvi) costs associated with the establishment and maintenance of any credit facilities of the Company’s and the Subsidiaries’ secured funding facilities, other financing arrangements, or other indebtedness of the Company and its the Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its Company’s or the Subsidiaries’ securities offerings;
(vvii) expenses connected with communications to holders of the Company’s and the Subsidiaries’ securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, including all costs of preparing and filing required reports with the Securities and Exchange CommissionSEC, the costs payable by the Company and the Subsidiaries to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock or the Subsidiaries’ securities on any exchange or other market centerexchange, the fees payable by the Company and the Subsidiaries to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its the Company stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(viviii) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and its SubsidiariesCompany;
(viiix) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s or any Subsidiary’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an investment or establishment and maintenance of any credit facilities and other indebtedness of the Company’s or the Subsidiaries’ securitizations or any securities offerings of the Company and its Company’s or the Subsidiaries’ securities offerings;
(viiix) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixxi) compensation and expenses of the Company’s or any Subsidiaries’ custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xxii) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xixiii) all federal, state and local taxes and license fees;
(xiixiv) all insurance costs incurred in connection with the operation of the business of Company’s and the Company and its Subsidiaries Subsidiaries’ business, except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and or its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonspersonnel;
(xiiixv) costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets or on behalf of the Company and its SubsidiariesCompany;
(xivxvi) all other costs and expenses relating to the Company’s and the Subsidiaries’ business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, including the costs and expenses of originating, acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments, including appraisal, reporting, audit and legal fees;
(xvxvii) expenses (including rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses) relating to any office(s) or office facilitiesproperties, including but not limited to disaster backup recovery sites and facilitiesproperties, maintained for the Company and its Subsidiaries or Assets separate from the office or offices of incurred by the Manager;
(xvixviii) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its SubsidiariesCompany’s securities, including, without limitation, including in connection with any dividend reinvestment plan;
(xviixix) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director director, partner, member or officer of the Company or of any Subsidiary Subsidiary, or in his or her capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director director, partner, member or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xixxx) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The provisions Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of this Section 9 shall survive reimbursement for similar expenses in future periods. In the expiration or earlier termination event that the Initial Public Offering is consummated, the Company will reimburse the Manager for all organizational, formation and offering costs it has incurred on behalf of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or terminationCompany.
Appears in 1 contract
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager and its Affiliates for documented expenses of the Manager and its Affiliates incurred on its the Company’s behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting the generality of the foregoing, Expenses include, but are not limited to, together with the following:
(ia) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of AssetsInvestments;
(iib) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager.Manager or, if provided by the employees of the Manager or its Affiliates, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iiic) the compensation per loan underwriting and review fees in connection with valuations of and potential investments in certain subordinate commercial mortgage pass-through certificates, in amounts approved by a majority of the Independent Directors from time to time;
(d) the compensation and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(ive) costs associated with the establishment and maintenance of any credit facilities or and other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany;
(vf) expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any (including transfer agent and registrar costs) in connection with the listing and/or trading of the Company’s stock securities on any exchange or other market centerinter-dealer quotation system, the fees payable by the Company to any such exchange or inter-dealer quotation system in connection with its listing, costs of complying with the rules, regulations or policies of such exchange or inter-dealer quotation system, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vig) the allocable costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its SubsidiariesCompany;
(viih) expenses incurred by managers, officers, employees and agents of the Manager and its Affiliates for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager and its Affiliates in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its SubsidiariesCompany;
(viiii) the allocable costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixj) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xk) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xil) all taxes and license fees;
(xiim) all insurance costs incurred in connection with the operation of the Company’s business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsemployees;
(xiiin) costs and expenses incurred in contracting with third parties parties, including Affiliates of the Manager, for the servicing and special servicing of assets of the Company and its SubsidiariesCompany;
(xivo) all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of AssetsInvestments, including appraisal, reporting, audit and legal fees;
(xvp) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets Investments separate from the office or offices of the Manager;
(xviq) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xviir) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his or her capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings or by the charter and bylaws of the Company;
(xviiis) all the allocable portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its SubsidiariesCompany’s operations; and
(xixt) all other expenses actually incurred by the Manager or its Affiliates which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. Without regard to the amount of compensation received under this Agreement by the Manager, the Manager shall bear the expense of the wages, salaries and benefits of the Manager’s officers and employees, with the exception that the Company shall bear the expense of the personnel described in the penultimate and final sentences of Section 3(a) hereof, in proportion to such personnel’s percentage of time dedicated to the operations of the Company. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), ) excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting Such costs and reimbursements shall not be in amounts which are greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the generality of the foregoingCompany’s, Expenses include, but are not limited to, together with the following:
(i) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of Assets;
(ii) costs of legal, tax, accounting, third party administrators for the establishment and maintenance of the books and records, consulting, auditing, administrative and other similar services rendered for the Company and its the Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(iv) costs associated with the establishment and maintenance of any of the Company’s repurchase agreements, resecuritizations, securitizations, warehouse facilities, bank credit facilities (including term loans and revolving facilities) or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company Company’s or any Subsidiary’s organizational expenses and its Subsidiariessecurities offerings;
(v) expenses connected with communications to holders of the Company’s or any Subsidiary’s securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, and the costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its the Subsidiaries;
(vii) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Asset or establishment and maintenance of any repurchase agreements, resecuritizations, securitizations, warehouse facilities, bank credit facilities (including term loans and other indebtedness revolving facilities) or any securities offerings of the Company Company’s or any of the Subsidiary’s organizational expenses and its Subsidiariessecurities offerings;
(viii) costs and expenses incurred with respect to market information systems and publications, research publications publications, and materials, materials and settlement, clearing and custodial fees and expenses;
(ix) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) all taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsCompany’s business;
(xiii) costs and expenses incurred in contracting with third parties parties, including affiliates of the Manager, for the servicing and special servicing of the assets of the Company and its the Subsidiaries;
(xiv) all other costs and expenses relating to the business and investment operations of the Company and its the Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees;
(xv) expenses relating to any office(s) or office facilities, including including, but not limited to to, disaster backup recovery sites and facilities, maintained for the Company and its the Subsidiaries or Assets separate from the office or offices of the Manager;
(xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company Company’s or its Subsidiariesany Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan;
(xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviii) expenses incurred in connection with obtaining and maintaining the insurance coverage referred to in Section 7(e) above; and
(xix) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. Except as provided in Section 2(e) of this Agreement, the Company shall have no obligation to reimburse the Manager or its affiliates for the salaries and other compensation of the Manager’s personnel who provide services to the Company under this Agreement except that, the Company shall reimburse the Manager for (1) the Company’s allocable share of the compensation paid to the Manager’s personnel serving as the Company’s Chief Financial Officer based on the percentage of his or her time spent managing the Company’s affairs and (2) personnel hired by the Manager who are dedicated to the Company. The Company’s share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager to the Company’s and its Subsidiaries’ affairs. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs. In addition, the Company will be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates affiliates required for the operations of the Company and its the Subsidiaries; and
(xix) . These expenses will be allocated between the Manager and the Company based on the ratio of the Company’s proportion of gross assets compared to all other expenses actually incurred remaining gross assets managed or held by the Manager as calculated at each fiscal quarter end. The Manager and the Company will modify this allocation methodology, subject to the Independent Directors’ approval, if the allocation becomes inequitable, based on significant leverage differences between the Company and the Manager’s other funds and clients. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which are reasonably necessary determination shall not be deemed to construe a waiver of reimbursement for the performance by the Manager of its duties and functions under this Agreementsimilar expenses in future periods. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Management Agreement (Sutherland Asset Management Corp)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to Company or any and all personnel Affiliate of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (the “Expenses”), excepting under this Agreement except those expenses that are specifically the responsibility of the Manager as set forth herein. Without pursuant to Section 6.1 of this Agreement, and without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following expenses of the Company or any Affiliate of the Company shall be paid by the Company and shall not limited to, be paid by the followingManager or Affiliates of the Manager:
(i) 6.2.1. expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of AssetsInvestments, including those expenses that would customarily be capitalized as part of the Investment and costs associated with the identification of potential investments and performance of due diligence investigations thereon;
(ii) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager.
(iii) 6.2.2. the compensation of the Independent Directors and expenses of the Company’s directors and officers and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(iv) 6.2.3. costs associated with the establishment and maintenance of any of the Company’s credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s securities offerings;
(v) 6.2.4. expenses connected with communications to holders of the Company’s securities or of the Company or its Subsidiaries Affiliates and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange CommissionSEC, the costs payable by the Company or its Affiliates to any transfer agent and registrar in connection with the listing and/or trading of the Company’s or its Affiliate’s stock on any exchange or other market centerexchange, the fees payable by the Company or its Affiliates to any such exchange in connection with its listing, costs of preparing, printing and mailing of the Company’s or its Affiliates annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Companystockholders;
(vi) 6.2.5. costs associated with any computer software or hardware, electronic equipment or purchased information technology or analytical services from third-party vendors that is to the extent used solely for the Company and its Subsidiariesapproved in advance by the Company;
(vii) 6.2.6. expenses incurred by managers, officers, employees and agents of the Manager for reasonable travel on the Company’s behalf of the Company and its Subsidiaries and other reasonable out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its Subsidiariesan Investment;
(viii) 6.2.7. costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expensesexpenses to the extent used for the Company and approved in advance by the Company;
(ix) 6.2.8. compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) 6.2.9. the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) 6.2.10. all taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasons;
(xiii) 6.2.11. costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets parties, including Affiliates of the Company and its SubsidiariesManager;
(xiv) 6.2.12. all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments, including appraisal, reporting, audit and legal fees;
(xv) 6.2.13. expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and or its Subsidiaries or Assets investments separate from the office or offices of the Manager;
(xvi) 6.2.14. expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors Company or any Affiliate to or on account of the holders of the Company’s securities or of the Company or its SubsidiariesAffiliates, including, without limitation, in connection with any dividend reinvestment plan;; and
(xvii) 6.2.15. any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any SubsidiaryCompany, or against any trustee, director director, partner, member or officer of the Company or of any Subsidiary in his or her capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director director, partner, member or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xix) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting the generality of the foregoing, Expenses include, but are not limited to, together with the following:
(ia) expenses in connection with the rent, issuance and transaction costs incident to the acquisitionacquisitions, disposition and financing of AssetsInvestments;
(iib) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s employees, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iiic) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(ivd) costs associated with the establishment and maintenance of any credit facilities or and other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany;
(ve) expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vif) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its SubsidiariesCompany;
(viig) expenses incurred by managers, officers, employees and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its SubsidiariesCompany;
(viiih) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixi) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xj) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xik) all taxes and license fees;
(xiil) all insurance costs incurred in connection with the operation of the Company’s business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsemployees;
(xiiim) costs and expenses incurred in contracting with third parties parties, including affiliates of the Manager, for the servicing and special servicing of assets of the Company and its SubsidiariesCompany;
(xivn) all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of AssetsInvestments, including appraisal, reporting, audit and legal fees;
(xvo) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets Investments separate from the office or offices of the Manager;
(xvip) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xviiq) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings;
(xviiir) all the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates affiliates required for the operations of the Company and its SubsidiariesCompany’s operations; and
(xixs) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. Except as noted above, the Manager is responsible for all costs incident to the performance of its duties under this Management Agreement, including compensation of our Manager’s employees and other related expenses. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Management Agreement (Cypress Sharpridge Investments, Inc.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), ) excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting Such costs and reimbursements shall not be in amounts which are greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the generality of the foregoingCompany’s, Expenses include, but are not limited to, together with the following:
(i) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of Assets;
(ii) costs of legal, tax, accounting, third party administrators for the establishment and maintenance of the books and records, consulting, auditing, administrative and other similar services rendered for the Company and its the Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(iv) costs associated with the establishment and maintenance of any of the Company’s repurchase agreements, resecuritizations, securitizations, warehouse facilities, bank credit facilities (including term loans and revolving facilities) or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s or any Subsidiary’s securities offerings;
(v) expenses in connection with the application for, and participation in, programs established by the U.S. government;
(vi) expenses connected with communications to holders of the Company’s or any Subsidiary’s securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, and the costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(vivii) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its the Subsidiaries;
(viiviii) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Asset or establishment and maintenance of any repurchase agreements, resecuritizations, securitizations, warehouse facilities, bank credit facilities (including term loans and other indebtedness revolving facilities) and borrowings under programs established by the U.S. government or any securities offerings of the Company and its SubsidiariesCompany’s or any of the Subsidiary’s securities offerings;
(viiiix) costs and expenses incurred with respect to market information systems and publications, research publications publications, and materials, materials and settlement, clearing and custodial fees and expenses;
(ixx) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xxi) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xixii) all taxes and license fees;
(xiixiii) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsCompany’s business;
(xiiixiv) costs and expenses incurred in contracting with third parties parties, including affiliates of the Manager, for the servicing and special servicing of the assets of the Company and its the Subsidiaries;
(xivxv) all other costs and expenses relating to the business and investment operations of the Company and its the Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees;
(xvxvi) expenses relating to any office(s) or office facilities, including including, but not limited to to, disaster backup recovery sites and facilities, maintained for the Company and its the Subsidiaries or Assets separate from the office or offices of the Manager;
(xvixvii) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company Company’s or its Subsidiariesany Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan;
(xviixviii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviiixix) expenses incurred in connection with obtaining and maintaining the insurance coverage referred to in Section 7(e) above; and
(xx) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The Company shall have no obligation to reimburse the Manager or its affiliates for the salaries and other compensation of the Manager’s personnel who provide services to the Company under this Agreement except that, the Company shall reimburse the Manager for (1) the Company’s allocable share of the compensation paid to the Manager’s personnel serving as the Company’s Chief Financial Officer based on the percentage of his or her time spent managing the Company’s affairs and (2) personnel hired by the Manager who are dedicated exclusively to the Company. The Company’s share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager to the Company’s and its Subsidiaries’ affairs. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs. In addition, the Company will be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates affiliates required for the operations of the Company and its the Subsidiaries; and
(xix) . These expenses will be allocated between the Manager and the Company based on the ratio of the Company’s proportion of gross assets compared to all other expenses actually incurred remaining gross assets managed or held by the Manager as calculated at each fiscal quarter end. The Manager and the Company will modify this allocation methodology, subject to the Independent Directors’ approval, if the allocation becomes inequitable, based on significant leverage differences between the Company and the Manager’s other funds and clients. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which are reasonably necessary determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. In the performance by event that the IPO is consummated, the Company will reimburse the Manager for all organizational, formation and offering costs it has incurred on behalf of its duties and functions under this Agreementthe Company. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Management Agreement (Sutherland Asset Management Corp)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager Advisor for documented expenses of the Manager Advisor incurred on its behalf (collectively, the “Expenses”), ) excepting those expenses that are specifically the responsibility of the Manager Advisor as set forth herein. Without limiting Such costs and reimbursements shall not be in amounts which are greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the generality of the foregoingCompany’s, Expenses include, but are not limited to, together with the following:
(i) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of Assets;
(ii) costs of legal, tax, accounting, third party administrators for the establishment and maintenance of the books and records, consulting, auditing, administrative and other similar services rendered for the Company and its the Subsidiaries by third party providers retained by the Manager.Advisor or, if provided by the Advisor’s personnel, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(iv) costs associated with the establishment and maintenance of any credit facilities of the Company’s repurchase agreements or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s or any Subsidiary’s securities offerings;
(v) expenses connected with communications to holders of the Company’s or our Subsidiary’s securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous any applicable reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, and the costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its the Subsidiaries;
(vii) expenses incurred by managers, officers, employees personnel and agents of the Manager Advisor for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager Advisor in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Asset or establishment and maintenance of any credit facilities and repurchase agreements, or other indebtedness financings or any of the Company’s or any of the Subsidiary’s securities offerings of the Company and its Subsidiariesor exchange offerings;
(viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expensesexpenses including any research services utilized by the Advisor on the Company’s behalf;
(ix) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) all taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsCompany’s business;
(xiii) costs and expenses incurred in contracting with third parties parties, including affiliates of the Advisor, for the servicing and special servicing of the assets of the Company and its the Subsidiaries;
(xiv) all other costs and expenses relating to the business and investment operations of the Company and its the Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees;
(xv) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its the Subsidiaries or Assets separate from the office or offices of the ManagerAdvisor;
(xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company Company’s or its Subsidiariesany Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan;
(xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviii) expenses incurred in connection with obtaining and maintaining the insurance coverage referred to in Section 7(e) above; and
(xix) all other expenses actually incurred by the Advisor (except as described below)which are reasonably necessary for the performance by the Advisor of its duties and functions under this Agreement. In addition, the Company will be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager Advisor and its Affiliates affiliates required for the operations of the Company and its the Subsidiaries; and
(xix) . These expenses will be allocated between the Advisor and the Company based on the ratio of the Company’s proportion of gross assets compared to all other expenses actually incurred remaining gross assets managed or held by the Manager Advisor as calculated at each quarter end. The Advisor and the Company will modify this allocation methodology, subject to the approval of the Board of Directors prior to the Listing and subject to the Independent Directors’ approval after the Listing, if the allocation becomes inequitable, based on significant leverage differences between the Company and the Advisor’s other clients. The Advisor may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which are reasonably necessary determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. The Company will reimburse the performance by Advisor for all organizational, formation and offering costs it has incurred on behalf of the Manager of its duties and functions under this AgreementCompany in connection with the Offering. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Samples: Investment Advisory Agreement (ZAIS Financial Corp.)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its costs and expenses and shall reimburse the Manager or its Affiliates for documented expenses of the Manager and its Affiliates paid or incurred on its behalf (of the “Expenses”)Company, excepting only those expenses that are specifically the responsibility of the Manager as set forth hereinpursuant to this Section 7 or otherwise excluded pursuant to Section 7(g). Without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following costs and expenses of the Company shall be paid or reimbursed by the Company and shall not limited to, be borne by the followingManager or Affiliates of the Manager:
(i) all ongoing organizational costs, including but not limited to, expenses in connection with the issuance and transaction costs incident to the origination, acquisition, disposition and financing of Assetsthe investments of the Company;
(ii) costs of legal, financial, tax, accounting, servicing, due diligence, consulting, auditing, administrative auditing and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s personnel, in amounts that are no greater than those that would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and directors, the cost of liability insurance to indemnify the Company’s directors and officers of the Companyofficers, its Subsidiaries directors and the Managerofficers/errors and omissions liability insurance, and any other insurance premium;
(iv) costs associated with the establishment and maintenance of any credit facilities financing arrangements or other indebtedness of the Company and its Subsidiaries (including interest and other costs for borrowed money, commitment fees, accounting fees, legal fees, closing and other similar costs) or the issuance, offering, distribution or listing of any securities offerings of the Company Company’s securities (including selling commissions and its Subsidiariesfees, advertising expenses and any listing and registration fees);
(v) expenses connected with communications to holders of the Company’s securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, including all costs of preparing and filing reports required reports with the Securities and Exchange Commissionby governmental entities, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock securities on any exchange or other market centersecurities exchange, the fees payable by the Company to any such securities exchange in connection with its any such listing, costs of preparing, printing and mailing any reports of the Company to the Company’s annual report to its stockholders and proxy materials materials, if any, with respect to any meeting of the stockholders of the Company’s stockholders;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services service from a third-party vendors vendor that is used solely for the Company and its SubsidiariesCompany;
(vii) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the services provided hereunder, including in connection with any purchase, financing, refinancing, sale or other disposition of Assets or establishment and maintenance of any credit facilities and other indebtedness an investment or any securities offerings of the Company and its SubsidiariesCompany’s securities offerings;
(viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ix) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(x) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) all federal, state and local taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the Company’s business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonspersonnel;
(xiii) costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets of the Company and its Subsidiariesparties;
(xiv) all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, including the costs and expenses of selecting, evaluating, originating, acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments (whether or not consummated), including appraisal, reporting, audit and legal fees;
(xv) expenses (including the Company’s pro rata portion of rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses) relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets separate from the office or offices investments of the Manager;Company, the Manager or their Affiliates required for the operation of the Company.
(xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its SubsidiariesCompany’s securities, including, without limitation, including in connection with any dividend reinvestment plan;
(xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any SubsidiaryCompany, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviii) all rentexpenses connected with calculating the Company’s Core Earnings, telephoneEquity and/or net asset value (including the cost and expenses of any independent valuation firm);
(xix) expenses of organizing, utilitiesredomesticating, office furnituremerging, equipmentliquidating or dissolving the Company, machinery and other officeselling equity interest in the Company, internal and overhead expenses or amending the Governing Instruments of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xixxx) all other expenses actually incurred by the Manager which (except as otherwise specified herein) that are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement.
(b) The Company shall have no obligation to pay, or reimburse the Manager or its Affiliates for, the salaries and other compensation of the Manager’s investment professionals who provide services to the Company under this Agreement, except that the Company shall pay, or reimburse the Manager or its Affiliates, as applicable, for, the Company’s fair and equitable allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to (i) subject to review by the Compensation Committee of the Board, the Manager’s personnel serving as Chief Executive Officer (except when the Chief Executive Officer serves as a member of the Investment Committee prior to the consummation of an Internalization Transaction), General Counsel, Chief Compliance Officer, Chief Financial Officer, Chief Marketing Officer, Managing Director and any other officer of the Company based on the percentage of his or her time spent devoted to the Company’s affairs and (ii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its Affiliates who spend all or a portion of their time managing the Company’s affairs, with the allocable share of the compensation of such personnel described in this clause (ii) being as reasonably determined by the Manager to appropriately reflect the amount of time spent devoted by such personnel to the Company’s affairs. For the avoidance of doubt, the service by any personnel of the Manager and its Affiliates as a member of the Investment Committee will not, by itself, dispositive in the determination as to whether such personnel is deemed “investment personnel” of the Manager and its Affiliates. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs. It being understood that, for the avoidance of doubt, the limitation contained in this Section 7(b) shall not apply to any equity-based incentive compensation payable or granted by the Company, including, without limitation, such equity-based incentive compensation made pursuant to the Plan.
(c) The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.
(d) Costs and expenses paid or incurred by the Manager on behalf of the Company shall be reimbursed monthly to the Manager and shall be made regardless of whether any cash distributions are made to the Company’s stockholders. The Manager shall prepare a written statement in reasonable detail documenting the costs and expenses of the Company and those incurred by the Manager on behalf of the Company during each month, and shall deliver such written statement to the Company within 30 days after the end of each month. Subject to review by the Compensation Committee of the Board pursuant to Section 7(b)(i), the Company shall pay all amounts payable to the Manager pursuant to this Section 7(d) in cash within five Business Days after the receipt of the written statement without demand, deduction, offset or delay. Cost and expense reimbursements to the Manager shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company. The provisions of this Section 9 7 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
(e) Notwithstanding anything contained in this Agreement to the contrary, except to the extent that the payment of additional monies is proven by the Company to have been required as a direct result of the Manager’s acts or omissions that result in the right of the Company to terminate this Agreement pursuant to Section 12 of this Agreement, the Manager shall not be required to expend money (“Excess Funds”) in connection with any expenses that are required to be paid for or reimbursed by the Company pursuant to this Agreement in excess of that contained in any applicable Company Account or otherwise made available by the Company to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall not give rise or be a contributing factor to the right of the Company under Section 10(b) of this Agreement to terminate this Agreement due to unsatisfactory performance by the Manager that is materially detrimental to the Company taken as a whole.
(f) Should the Board request that the Manager, any Affiliate of the Manager or any director, officer or employee thereof render services for the Company other than as set forth in Section 2 hereof, such additional services, if the Manager elects to perform them, shall be separately compensated at such rates and in such amounts as shall be agreed upon by the Manager and the Board, subject to the limitations contained in the Company’s Governing Instruments; provided that such separate compensation shall not exceed an amount that would be payable to non-Affiliated third parties for similar services pursuant to an agreement negotiated on an arm’s-length basis, and shall not be deemed to be services pursuant to the terms of this Agreement.
(g) Notwithstanding anything to the contrary herein, the Company shall not be responsible for the reimbursement or payment of the Company’s costs and expenses pertaining to its operations prior to the Effective Date (collectively, the “Prior Expenses”), of which the Manager did not have a role, except that the Company shall pay, or reimburse the Principals for, the Prior Expenses paid or payable to third-party lawyers, accountants and valuation consultants. It being understood that any Prior Expenses not borne by the Company are intended to borne by the Principals.
Appears in 1 contract
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting the generality of the foregoing, Expenses include, but are not limited to, together with the following:
(ia) expenses in connection with the rent, issuance and transaction costs incident to the acquisitionacquisitions, disposition and financing of AssetsInvestments;
(iib) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager or, if provided by the Manager.’s employees, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;
(iiic) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the Company’s directors and officers of the Company, its Subsidiaries and the Managerofficers;
(ivd) costs associated with the establishment and maintenance of any credit facilities or and other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany;
(ve) expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market centerexchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vif) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-third party vendors that is used solely for the Company and its SubsidiariesCompany;
(viig) expenses incurred by managers, officers, employees and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Investment or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its SubsidiariesCompany;
(viiih) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixi) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xj) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xik) all taxes and license fees;
(xiil) all insurance costs incurred in connection with the operation of the Company’s business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsemployees;
(xiiim) costs and expenses incurred in contracting with third parties parties, including affiliates of the Manager, for the servicing and special servicing of assets of the Company and its SubsidiariesCompany;
(xivn) all other costs and expenses relating to the Company’s business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of AssetsInvestments, including appraisal, reporting, audit and legal fees;
(xvo) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets Investments separate from the office or offices of the Manager;
(xvip) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xviiq) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency, or settlement of pending or threatened proceedings;
(xviiir) all the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates affiliates required for the operations of the Company and its SubsidiariesCompany’s operations; and
(xixs) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
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Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (the “Expenses”), excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting the generality of the foregoing, Expenses include, but are not limited to, the following:
(i) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of Assets;
(ii) costs of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for the Company and its Subsidiaries by third party providers retained by the Manager.
(iii) the compensation of the Independent Directors and expenses of the Company’s directors and the cost of liability insurance to indemnify the directors and officers of the Company, its Subsidiaries and the Manager;
(iv) costs associated with the establishment and maintenance of any credit facilities or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its Subsidiaries;
(v) expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market center, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders and proxy materials with respect to any meeting of the stockholders of the Company;
(vi) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and its Subsidiaries;
(vii) expenses incurred by managers, officers, employees and agents of the Manager for travel on behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets or establishment and maintenance of any credit facilities and other indebtedness or any securities offerings of the Company and its Subsidiaries;
(viii) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ix) compensation and expenses of the custodian and transfer agent of the Company and its Subsidiaries, if any;
(x) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xi) all taxes and license fees;
(xii) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasons;
(xiii) costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets of the Company and its Subsidiaries;
(xiv) all other costs and expenses relating to the business and investment operations of the Company and its Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and legal fees;
(xv) expenses relating to any office(s) or office facilities, including but not limited to disaster backup recovery sites and facilities, maintained for the Company and its Subsidiaries or Assets separate from the office or offices of the Manager;
(xvi) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries, including, without limitation, in connection with any dividend reinvestment plan;
(xvii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xix) all other expenses actually incurred by the Manager which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
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Samples: Management Agreement (Annaly Capital Management Inc)
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively, the “Expenses”), ) excepting those expenses that are specifically the responsibility of the Manager as set forth herein. Without limiting Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the generality of the foregoingCompany’s, Expenses include, but are not limited to, together with the following:
(i) Operating Expenses and Organizational and Offering Expenses;
(ii) expenses in connection with the issuance and transaction costs incident to the acquisition, disposition and financing of Infrastructure Assets;
(iiiii) costs of legal, tax, accounting, third party administrators for the establishment and maintenance of the books and records, consulting, auditing, administrative and other similar services rendered for the Company and its the Subsidiaries by third party providers retained by the Manager.;
(iiiiv) the compensation of the Independent Directors and expenses of the Company’s directors and the allocable share of cost of liability insurance under a universal insurance policy covering the Manager, its Affiliates and/or the Company to indemnify the Company’s directors and officers and in connection with obtaining and maintaining the insurance coverage referred to in Section 7(e) of the Company, its Subsidiaries and the Managerthis Agreement;
(ivv) costs associated with the establishment and maintenance of any of the Company’s credit facilities facilities, repurchase agreements, and securitization vehicles or other indebtedness of the Company and its Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its SubsidiariesCompany’s or any Subsidiary’s securities offerings;
(vvi) expenses in connection with the application for, and participation in, programs established by the U.S. government;
(vii) expenses connected with communications to holders of the Company’s or any Subsidiary’s securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the U.S. Securities and Exchange Commission, and the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange or other market center, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its stockholders shareholders and proxy materials with respect to any meeting of the stockholders of the Company’s shareholders;
(viviii) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and its the Subsidiaries;
(viiix) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an Asset or establishment and maintenance of any of the Company’s credit facilities facilities, repurchase agreements, securitization vehicles and other indebtedness borrowings under programs established by the U.S. government or any securities offerings of the Company and its SubsidiariesCompany’s or any of the Subsidiary’s securities offerings;
(viiix) costs and expenses incurred with respect to market information systems and publications, pricing and valuation services, research publications publications, and materials, materials and settlement, clearing and custodial fees and expenses;
(ixxi) compensation and expenses of the Company’s custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xxii) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xixiii) all taxes and license fees;
(xiixiv) all insurance costs incurred in connection with the operation of the business of the Company and its Subsidiaries except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonsCompany’s business;
(xiiixv) costs and expenses incurred in contracting with third parties parties, including Affiliates of the Manager, for the servicing and special servicing of the assets of the Company and its the Subsidiaries;
(xivxvi) all other costs and expenses relating to the business and investment operations of the Company and its the Subsidiaries, including, without limitation, the costs and expenses of acquiring, owning, protecting, maintaining, developing and disposing of Infrastructure Assets, including appraisal, reporting, audit and legal fees;
(xvxvii) expenses relating to any office(s) or office facilities, including including, but not limited to to, disaster backup recovery sites and facilities, maintained for the Company and its the Subsidiaries or Infrastructure Assets separate from the office or offices of the Manager;
(xvixviii) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company Company’s or its Subsidiariesany Subsidiary’s securities, including, without limitation, in connection with any dividend reinvestment plan;
(xviixix) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) ), including any costs or expenses in connection therewith, against the Company or any Subsidiary, or against any trustee, director or officer of the Company or of any Subsidiary in his capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental agency;
(xviiixx) all costs and expenses relating to the development and management of the Company’s website; and
(xxi) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The Company shall have no obligation to reimburse the Manager or its Affiliates for the salaries and other compensation of the Manager’s investment professionals who provide services to the Company under this Agreement except that, the Company shall reimburse the Manager or its Affiliates, as applicable, for the Company’s allocable share of the compensation, including without limitation, annual base salary, bonus, any related withholding taxes and employee benefits, paid to (1) the Manager’s personnel serving as the Company’s chief financial officer based on the percentage of his or her time spent managing the Company’s affairs and (2) other legal and compliance, finance, accounting, operations, investor relations, tax, valuation, internal audit and other non-investment personnel of the Manager and its Affiliates who spend all or a portion of their time managing the Company’s affairs. The Company’s share of such costs shall be based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s and its Subsidiaries’ affairs. The Manager shall provide the Company with such written detail as the Company may reasonably request to support the determination of the Company’s share of such costs. In addition, the Company, at the option of the Manager, shall be required to pay the Company’s pro rata portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses attributable to the personnel of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and the Subsidiaries. These expenses shall be allocated to the Company based upon the percentage of time devoted by such personnel of the Manager or its Affiliates to the Company’s and its Subsidiaries; and
(xix) all ’ affairs as calculated at each fiscal quarter end. The Manager and the Company may modify this allocation methodology, subject to the Independent Directors’ approval. The Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods. The Manager shall allocate such Expenses among each Series in proportion to the size of the investment made by each in the activity or entity to which such Expenses relate, to the extent applicable, or in such other expenses actually incurred by manner as the Manager which are reasonably necessary for in good faith determines is fair and reasonable. Each Series shall bear the performance fees, costs or expenses of certain services provided by, and allocable overhead of, Apollo as well as industry executives, advisors, consultants and operating executives contracted or engaged directly or indirectly by such Series, the Manager or any Affiliated Service Provider. Certain industry executives, advisors, consultants and operating executives may be employees of its duties Apollo, and functions under this Agreementmay be exclusive or non-exclusive independent contractors with respect to services provided to Apollo or such Series; however, in each case, their compensation and allocable expenses shall be borne by such Series. The provisions of this Section 9 shall survive the expiration or earlier termination of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or termination.
Appears in 1 contract
Expenses of the Company. (a) The Manager shall be responsible for the compensation expenses related to any and all personnel of the Manager, including without limitation, salaries, bonus and other wages, payroll taxes Company and the cost of the employee benefit plans of such personnel, and costs of insurance with respect to such personnel (other than liability insurance as contemplated by Section 9(b)(iii)).
(b) The Company Subsidiaries shall pay all of its the expenses of the Company and the Subsidiaries and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf of the Company and the Subsidiaries (collectively, the “Expenses”), ) excepting only those expenses that are specifically the responsibility of the Manager as set forth hereinpursuant to Sections 2 and 10(b) of this Agreement. Such costs and reimbursements shall not be in amounts greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s length basis. Without limiting the generality of the foregoing, Expenses include, but are it is specifically agreed that the following costs and expenses of the Company and the Subsidiaries shall be paid by the Company and the Subsidiaries and shall not limited to, be paid by the followingManager or Affiliates of the Manager:
(i) expenses in connection with the issuance and transaction costs incident to the origination, acquisition, disposition and financing of Assets;Investments;
(ii) subject to Section 10(b) of this Agreement, the costs of legal, financial, tax, accounting, servicing, due diligence consulting, auditing, administrative auditing and other similar services rendered for the Company and its the Subsidiaries by third party providers retained by the Manager.;
(iii) the compensation of the Independent Directors and expenses of the Company’s directors directors;
(iv) the compensation expense for employees of the Manager, other than the Manager’s chief executive officer and chief financial officer;
(v) the cost of liability insurance to indemnify the Company’s directors and officers and the Company’s allocable portion of the Companyfidelity bond, its Subsidiaries directors and the Managerofficers/errors and omissions liability insurance, and any other insurance premium;
(ivvi) costs associated with the establishment and maintenance of any credit facilities of the Company’s and the Subsidiaries’ secured funding facilities, other financing arrangements, or other indebtedness of the Company and its the Subsidiaries (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any securities offerings of the Company and its Company’s or the Subsidiaries’ securities offerings;
(vvii) expenses connected with communications to holders of the Company’s and the Subsidiaries’ securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, including all costs of preparing and filing required reports with the Securities and Exchange CommissionSEC, the costs payable by the Company and the Subsidiaries to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock or the Subsidiaries’ securities on any exchange or other market centerexchange, the fees payable by the Company and the Subsidiaries to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its the Company stockholders and proxy materials with respect to any meeting of the stockholders of the Company’s stockholders;
(viviii) costs associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors that is used solely for the Company and its SubsidiariesCompany;
(viiix) expenses incurred by managers, officers, employees personnel and agents of the Manager for travel on the Company’s or any Subsidiary’s behalf of the Company and its Subsidiaries and other out-of-pocket expenses incurred by managers, officers, employees personnel and agents of the Manager in connection with the purchase, financing, refinancing, sale or other disposition of Assets an investment or establishment and maintenance of any credit facilities and other indebtedness of the Company’s or the Subsidiaries’ securitizations or any securities offerings of the Company and its Company’s or the Subsidiaries’ securities offerings;
(viiix) costs and expenses incurred with respect to market information systems and publications, research publications and materials, and settlement, clearing and custodial fees and expenses;
(ixxi) compensation and expenses of the Company’s or any Subsidiaries’ custodian and transfer agent of the Company and its Subsidiariesagent, if any;
(xxii) the costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;
(xixiii) all federal, state and local taxes and license fees;
(xiixiv) all insurance costs incurred in connection with the operation of the business of Company’s and the Company and its Subsidiaries Subsidiaries’ business, except for the costs attributable to the insurance that the Manager elects or is required by Sections 7(d), 8(c) or 9(b)(iii) to carry for itself and or its employees and employees of the Company and its Subsidiaries who remain employees thereof for regulatory or corporate efficiency reasonspersonnel;
(xiiixv) costs and expenses incurred in contracting with third parties for the servicing and special servicing of assets or on behalf of the Company and its SubsidiariesCompany;
(xivxvi) all other costs and expenses relating to the Company’s and the Subsidiaries’ business and investment operations of the Company and its Subsidiariesoperations, including, without limitation, including the costs and expenses of originating, acquiring, owning, protecting, maintaining, developing and disposing of Assetsinvestments, including appraisal, reporting, audit and legal fees;
(xvxvii) expenses (including rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses) relating to any office(s) or office facilitiesproperties, including but not limited to disaster backup recovery sites and facilitiesproperties, maintained for the Company and its Subsidiaries or Assets separate from the office or offices of incurred by the Manager;
(xvixviii) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its SubsidiariesCompany’s securities, including, without limitation, including in connection with any dividend reinvestment plan;
(xviixix) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or any Subsidiary, or against any trustee, director director, partner, member or officer of the Company or of any Subsidiary Subsidiary, or in his or her capacity as such for which the Company or any Subsidiary is required to indemnify such trustee, director director, partner, member or officer by any court or governmental agency;
(xviii) all rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses of the Company, its Subsidiaries, the Manager and its Affiliates required for the operations of the Company and its Subsidiaries; and
(xixxx) all other expenses actually incurred by the Manager (except as described below) which are reasonably necessary for the performance by the Manager of its duties and functions under this Agreement. The provisions Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination shall not be deemed to construe a waiver of this Section 9 shall survive reimbursement for similar expenses in future periods. In the expiration or earlier termination event that the Initial Public Offering is consummated, the Company will reimburse the Manager for all organizational, formation and offering costs it has incurred on behalf of this Agreement to the extent such expenses have previously been incurred and have not yet been paid or are incurred in connection with such expiration or terminationCompany.
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