General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the following: (a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate; (i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, on behalf of the Company and in the furtherance of the Company’s strategic objectives; (c) investigate, evaluate, prosecute and negotiate any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its business; (d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports or any rules or regulations promulgated under any of the foregoing; (e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities); (f) retain counsel, consultants and other third party professionals on behalf of the Company; (g) provide internal audit services as hereinafter provided; (h) advise and assist with the Company’s risk management functions; (i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate and supervise all third party legal services and claims by or against the Company; (j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services; (k) provide communications facilities for the Company and its officers and Trustees and provide meeting space as required; and (l) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Act.
Appears in 9 contracts
Samples: Business Management Agreement (RMR Group Inc.), Business Management Agreement (RMR Group Inc.), Business Management Agreement (RMR Group Inc.)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the following:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, on behalf of the Company and in the furtherance of the Company’s strategic objectives;
(c) investigate, evaluate, prosecute and negotiate any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its business;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports or any rules or regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functions;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate and supervise all third party legal services and claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide communications facilities for the Company and its officers and Trustees and provide meeting space as required; and
(l) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Declaration of Trust and Bylaws, in each case as in effect from time to time (the “Declaration of Trust” and the “Bylaws”, respectively). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Act.
Appears in 7 contracts
Samples: Business Management Agreement, Business Management Agreement (Industrial Logistics Properties Trust), Business Management Agreement (RMR Group Inc.)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives guidelines of the Company. Subject to the management, direction and oversight of the Company’s Board of Trustees (the “Trustees”)Board, the Manager shall be responsible for the Company’s day to day operations and shall conduct and perform (or cause to be conducted or performed) all corporate office functions for the Company, including, but not limited to, to the following:
(a) provide research and economic and statistical data in connection consulting with the Board periodically regarding the Company’s real estate investments investment policies, financing activities and recommend changes in the Company’s real estate investment policies when appropriateoperations;
(ib) investigate investigating, analyzing and evaluate identifying possible investment opportunities and originating, acquiring, financing, selling, restructuring or disposing of investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, on behalf of the Company and in the furtherance of for the Company’s strategic objectives;
(c) investigate, evaluate, prosecute and negotiate any claims of with respect to prospective loans that the Company in connection may originate, negotiating with its real estate investments borrowers the terms of such loans, conducting diligence regarding such loans, documenting and closing such loans and monitoring the performance of such loans;
(d) with respect to possible purchases, sales or otherwise in connection exchanges of investments, conducting negotiations on the Company’s behalf with sellers, purchasers and brokers and, if applicable, their respective agents and representatives;
(e) negotiating and entering into, on the Company’s behalf, debt financing arrangements, including repurchase agreements, loan agreements, interest rate swap agreements and other agreements and instruments appropriate for the Company to conduct of its business;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports or any rules or regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf collecting or overseeing the collection of amounts due to the Company;
(g) engaging and supervising, on the Company’s behalf and at the Company’s expense, independent contractors that provide internal audit investment banking, securities brokerage, mortgage brokerage and other financial services, diligence services, underwriting review services, legal and accounting services and all other services (including transfer agent and registrar services) as hereinafter providedmay be required relating to the Company’s operations or investments (or potential investments);
(h) advise providing executive and assist with administrative personnel, office space and office services required in rendering services to the Company’s risk management functions;
(i) administering the day to day operations and performing and supervising the extent not covered above, advise and assist performance of such other administrative functions for the Company in as may be agreed upon by the review Manager and negotiation the Company, including the collection of revenues and the payment of the Company’s contracts debts and agreements, coordinate and supervise all third party legal services and claims by or against the Companyobligations;
(j) advise communicating on the Company’s behalf with the holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and maintaining effective relations with such holders, including website maintenance, logo design, analyst presentations, investor conferences and annual meeting arrangements;
(k) reviewing with the Board the Company’s qualification for taxation as a REIT and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and treasury regulations thereunder and using commercially reasonable efforts to cause the Company to qualify for taxation as a REIT;
(l) reviewing with the Board the maintenance of the Company’s exemption from the status of an investment company required to register under the 1940 Act, monitoring compliance with the requirements for maintaining such exemption and using commercially reasonable efforts to cause the Company to maintain such exemption;
(m) monitoring the operating performance of the Company’s investments and providing periodic reports with respect thereto to the Board;
(n) investing and reinvesting any monies and securities of the Company (including investing in interest or dividend paying, short term investments pending investment in other investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s shareholders) and consulting with the Board as to the Company’s capital structure and capital raising;
(o) coordinating and managing operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment partners;
(p) assisting the Company in retaining, on the Company’s behalf and at its expense, qualified accountants and legal counsel to assist in developing appropriate accounting procedures and systems, internal controls and other compliance procedures and testing systems with respect to financial reporting obligations and compliance with the provisions of the Code applicable to REITs and, if applicable, taxable REIT subsidiaries, and to conduct periodic compliance reviews thereof;
(q) assisting the Company in qualifying to do business in all applicable jurisdictions and obtaining and maintaining all appropriate licenses;
(r) assisting the Company in complying with all regulatory requirements applicable to the Company in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Exchange Act or the Securities Act, or by any securities exchange on which the Company’s securities are listed or traded;
(s) assisting the Company in taking all necessary action to enable it to make required tax filings and reports, including to the extent required by the provisions of the Code applicable to REITs;
(t) managing and assisting with the resolution of all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company’s operations, subject to such limitations or parameters as may be imposed from time to time by the Board;
(u) using commercially reasonable efforts to cause expenses incurred by the Company or on the Company’s behalf to be commercially reasonable or commercially customary and within any parameters set by the Board from time to time;
(v) assisting the Company in structuring long term financing for the Company’s portfolio of assets, and with respect to offering and selling securities publicly or privately in connection with any such financing;
(w) consulting with the Board with respect to decisions regarding any financings or borrowings undertaken by the Company, including (i) assisting the Company in developing criteria for debt and equity financing and (ii) assisting the Company with respect to obtaining appropriate financing for its investments;
(x) providing the Company’s public relations, preparation of marketing materials, internet website Company with portfolio management and investor relations monitoring services;
(ky) provide communications facilities for arranging marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote the Company’s business;
(z) using commercially reasonable efforts to cause the Company and its officers and Trustees and provide meeting space as requiredto comply with all applicable Laws; and
(laa) provide office space, equipment performing such other services as may be required from time to time for management and experienced other activities relating to the Company’s assets and qualified personnel necessary for business as the performance of Board shall reasonably request or the foregoing servicesManager shall deem appropriate under the particular circumstances. In performing its services under this Agreement, the Manager may utilize facilitiesretain, personnel for and support on behalf of the Company, and at the Company’s sole cost and expense, such services of various Persons as the Manager deems necessary or advisable in connection with the Company’s management and operations, which may include Affiliates of its affiliatesthe Manager; provided, that any such services may only be provided by Affiliates of the Manager to the extent (i) such services are on arm’s length terms or at competitive market rates in relation to terms or rates that are then customary for agreements regarding the provision of such services to companies that have assets similar in type, quality and value to the Company’s assets or (ii) such services are approved by a majority of the Independent Trustees. The Manager shall be responsible for paying such affiliates for their personnel keep the Board reasonably informed on a periodic basis as to any services provided by the Manager and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”)Affiliates. Notwithstanding anything herein to the foregoingcontrary, fees, costs and expenses of any third party which is not an affiliate Affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager or any of its Affiliates shall be reimbursed to the Manager or such Affiliate, as applicable, by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (iix) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, status or (iiiy) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Act.
Appears in 4 contracts
Samples: Management Agreement (RMR Mortgage Trust), Management Agreement (Tremont Mortgage Trust), Management Agreement (Tremont Mortgage Trust)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and (said Code, as in effect from time to time, together with any regulations and rulings thereunder (thereunder, being hereinafter referred to as the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any . In performing its services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings hereunder with respect to “commodity trading advisor” registration statusthe Company, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as defined in Section 15B(e)(4) effect from time to time. In addition, the Manager shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Exchange ActCompany and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 3 contracts
Samples: Business Management Agreement (Senior Housing Properties Trust), Business Management Agreement (Hospitality Properties Trust), Business Management Agreement (Hospitality Properties Trust)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, status or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Act.
Appears in 3 contracts
Samples: Business Management Agreement (Hospitality Properties Trust), Business Management Agreement (Senior Housing Properties Trust), Business Management Agreement (Hospitality Properties Trust)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the following:
(a) provide research Administrative Services Provided by the Manager. The Manager will be responsible for the day-to-day operations of the Company and economic will perform such services and statistical data in connection with activities relating to the Company’s real estate investments assets and recommend changes in operations of the Company’s real estate investment policies when Company as may be appropriate;, including:
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, on behalf of the Company and in the furtherance of the Company’s strategic objectives;
(c) investigate, evaluate, prosecute and negotiate any claims of representing the Company in connection with its real estate investments the origination or otherwise in connection with the conduct purchase of its businessmortgage loans;
(dii) administer bookkeeping and accounting functions as are required for in accordance with the management and operation directions of the CompanyBoard of Directors, contract for audits and prepare investing or cause to be prepared such reports and filings as may be required by reinvesting any governmental authority in connection with the conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports or any rules or regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf money of the Company;
(giii) provide internal audit services as hereinafter providedfurnishing reports and statistical and economic research to the Company regarding the Company’s estate lending activities and the performance of its portfolio of mortgage loans;
(hiv) advise administering the day-to-day operations of the Company and assist with performing administrative functions necessary in the management of the Company, including the collection of revenues, the payment of the Company’s risk management expenses, debts and obligations and the maintenance of appropriate computer services to perform such administrative functions;
(iv) to the extent not covered above, advise and assist counseling the Company in connection with policy decisions to be made by the review and negotiation Board of Directors;
(vi) assisting the Company in its use of leverage to finance mortgage loan acquisitions;
(vii) overseeing the servicing of the Company’s contracts mortgage loans;
(viii) establishing underwriting, appraisal and agreements, coordinate and supervise all third party legal services and claims by or against quality control procedures for the mortgage loans of the Company;
(jix) advise conducting a legal document review of each mortgage loan acquired to verify the accuracy and assist completeness of the information contained in the mortgage loans, security instruments and other pertinent documents in the mortgage file;
(x) providing the Company with respect data processing, legal and administrative services to the extent required to implement the business strategy of the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(kxi) provide communications facilities providing all actions necessary for compliance by the Company with all federal, state and local regulatory requirements applicable to the Company in respect of its officers business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and Trustees contractual undertakings;
(xii) providing all actions necessary to enable the Company to make required federal, state and provide meeting space local tax filings and reports and generally enable the Company to maintain its status as requireda REIT, including soliciting stockholders for required information to the extent required by the REIT Provisions of the Code;
(xiii) communicating on behalf of the Company with the stockholders of the Company as required to satisfy any reporting requirements and to maintain effective relations with such stockholders; and
(lxiv) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its such other services under this Agreement, the Manager as may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect required from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs for management and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed other activities relating to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act Board of 1940, as amended), (ii) any services that would subject Directors shall reasonably request or the Manager to registration with shall deem appropriate under the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Actparticular circumstances.
Appears in 2 contracts
Samples: Management Agreement (Specialty Trust Inc), Management Agreement (Specialty Trust Inc)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate investigate, and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; therefor in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, requirements including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and (said Code, as in effect from time to time, together with any regulations and rulings thereunder (thereunder, being hereinafter referred to as the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “"SEC”") or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s 's offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s 's risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s 's contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s 's public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees Trustees, (the “Independent Trustees”), ) as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any . In performing its services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings hereunder with respect to “commodity trading advisor” registration statusthe Company, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as defined in Section 15B(e)(4) effect from time to time. In addition, the Manager shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Exchange ActCompany and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 2 contracts
Samples: Business Management Agreement (Government Properties Income Trust), Business Management Agreement (Government Properties Income Trust)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Declaration of Trust and Bylaws, in each case, as in effect from time to time (the “Declaration of Trust” and the “Bylaws”, respectively). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, status or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Act.
Appears in 2 contracts
Samples: Business Management Agreement (CommonWealth REIT), Business Management Agreement (Select Income REIT)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program acquisition opportunities consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction supervision and oversight review of the Company’s Board of Trustees Directors (the “TrusteesDirectors”), the Manager shall conduct and perform all corporate office functions be responsible for the Companyday-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate, including, but not limited to, the followingwithout limitation:
(a) provide research assist the Company in reviewing guidelines and economic other parameters for the acquisition of assets, financing activities and statistical data in connection with operations, any modification to which shall be approved by a majority of the independent Directors who are not officers, personnel or employees of the Manager or any person directly or indirectly controlling or controlled by the Manager, and who are otherwise “independent” under the rules of any national securities exchange on which the Company’s real estate investments common stock is listed (the “Independent Directors”) (such guidelines as initially approved and recommend changes in attached hereto as Exhibit A, as the Company’s real estate investment same may be modified with such approval, the “Guidelines”), and other policies when appropriatefor approval by the Directors;
(ib) investigate investigate, analyze and evaluate investments inselect possible acquisition opportunities and acquire, finance, retain, sell, manage, restructure or acquisitions or dispositions of, real estate dispose of assets and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to leases consistent with the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, on behalf of the Company and in the furtherance of the Company’s strategic objectivesGuidelines;
(c) coordinate and manage operations of any co-investment interests or joint ventures held by the Company and conduct all matters with the co-investment partners or joint venture;
(d) evaluate and recommend to the Directors any hedging strategies and engage in any approved hedging activities on behalf of the Company, consistent with such strategies (as modified from time to time), with the Company’s qualification as a REIT, and with the Guidelines;
(e) counsel the Company regarding the maintenance of its qualification as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and treasury regulations thereunder and use commercially reasonable efforts to cause the Company to qualify for taxation as a REIT;
(f) counsel the Company regarding the maintenance of its exemption from the status of an investment company required to register under the Investment Company Act of 1940, as amended (the “1940 Act”), monitor compliance with the requirements for maintaining such exemption, and use commercially reasonable efforts to cause the Company to maintain such exemption from such status;
(g) investigate, evaluate, prosecute and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(dh) provide clerical and administrative services and administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules securities laws and regulations thereunder referred to as (the “Exchange Act”)and resulting from) Xxxxxxxx-Xxxxx, the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(ei) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d2(i) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(fj) retain counsel, consultants and other third party professionals on behalf of the Company, after obtaining the approval of a majority of the Independent Directors as to primary outside counsel for the Company;
(gk) provide internal audit services as hereinafter provided;
(hl) advise and assist with the Company’s risk management functionsand oversight function;
(im) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services services, and oversight of processing of claims by or against the Company;
(jn) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide communications facilities for the Company and its officers and Trustees and provide meeting space as required; and
(lo) provide office space, office equipment and experienced and qualified the use of accounting or computing equipment when required;
(p) provide personnel necessary for the performance of the foregoing services; and
(q) such other duties and responsibilities as may be requested by the Directors. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. In performing its duties under this Agreement, the Manager will be entitled to rely in good faith on qualified experts, professionals and other agents (including on accountants, appraisers, consultants, legal counsel and other professional advisors). The Manager will not provide any advice to the Company relating to the securities portfolio of the Company. The Manager shall be responsible for paying such affiliates affiliates, including TCA, for their personnel and support services and facilities out of its own funds funds, unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”)Directors. Notwithstanding the foregoing, fees, costs and expenses of any third party which that is not an affiliate of the Manager and is retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which that may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything hereinThe Manager is authorized to conduct or cause others to conduct relations with underwriters, it is understood placement agents, banks, insurers, accountants, pricing agents, and agreed that other persons as may be deemed necessary or desirable to perform the duties of, and services to be provided bynoted above. To the extent requested by the Company, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets oversee the performance and fees of the Company Company’s service providers and make such reports and recommendations to the Directors concerning such matters as the parties deem desirable; (ii) respond to inquiries and otherwise assist such service providers in the preparation and filing of regulatory reports, proxy statements, shareholder communications and the preparation of Directors materials and reports; (iii) establish and oversee the implementation of borrowing facilities or other forms of leverage authorized by the Directors; and (iv) supervise any other aspect of the Company’s administration as may be agreed upon by the Company and the Manager. In performing its services hereunder, the Manager shall adhere to, and shall require its officers and employees in the course of providing such services to adhere to, the Company’s Code of Ethics and such other Company policies as may wish to allocate be in effect from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Acttime.
Appears in 2 contracts
Samples: Management Agreement (CorEnergy Infrastructure Trust, Inc.), Management Agreement (CorEnergy Infrastructure Trust, Inc.)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company Trust a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the CompanyTrust. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”)Trust, the Manager shall conduct and perform all corporate office functions for the CompanyTrust and, if requested by the Trust, its affiliates (the Trust and such affiliates, the “Trust Parties”), including, but not limited to, the following:
(a) provide research and economic and statistical data in connection with the Company’s Trust Parties’ real estate investments and recommend changes in the Company’s Trust Parties’ real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trust Parties, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company Trust Parties and in the furtherance of the Company’s Trust Parties’ strategic objectives;
(c) investigate, evaluate, prosecute and negotiate any claims of the Company Trust Parties in connection with its their real estate investments or otherwise in connection with the conduct of its their business;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Companybusiness of the Trust Parties, contract for any audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the conduct of the Company’s Trust Parties’ business, and otherwise advise and assist the Company Trust Parties with its their compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements filings required under the Securities Exchange Act of 1934, as amended, any state or local tax statutes and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports or any rules or regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the CompanyTrust Parties;
(g) provide internal audit services as hereinafter provided;
(hf) advise and assist with the Company’s Trust Parties’ risk management functions;
(ig) to the extent not covered above, advise and assist the Company Trust Parties in the review and negotiation of the Company’s Trust Parties’ contracts and agreements, coordinate and supervise all third party legal services and claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide communications facilities for the Company and its officers and Trustees and provide meeting space as requiredTrust; and
(lh) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”)Trust. Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the CompanyTrust. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company Trust promptly following submission to the Company Trust of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Act.
Appears in 2 contracts
Samples: Business Management Agreement (RMR Group Inc.), Business Management Agreement (Reit Management & Research Inc.)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(ib) investigate investigate, evaluate and evaluate investments negotiate contracts for the investment in, or acquisitions the acquisition or dispositions disposition of, real estate and related interests, and financing and refinancing opportunities, (ii) opportunities and make recommendations concerning specific investments to the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; Trustees, in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, requirements including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and (said Code, as in effect from time to time, together with any regulations and rulings thereunder (thereunder, being hereinafter referred to as the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “"SEC”") or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s 's offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s 's risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s 's contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s 's public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees Trustees, (the “Independent Trustees”), ) as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any . In performing its services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings hereunder with respect to “commodity trading advisor” registration statusthe Company, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as defined in Section 15B(e)(4) effect from time to time. In addition, the Manager shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Exchange ActCompany and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 2 contracts
Samples: Business Management Agreement (Government Properties Income Trust), Business Management Agreement (Government Properties Income Trust)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and (said Code, as in effect from time to time, together with any regulations and rulings thereunder (thereunder, being hereinafter referred to as the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), ) or (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), ) or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status. In performing its services hereunder with respect to the Company, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as defined in Section 15B(e)(4) effect from time to time. In addition, the Manager shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Exchange ActCompany and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 2 contracts
Samples: Business Management Agreement (Senior Housing Properties Trust), Business Management Agreement (Hospitality Properties Trust)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and (said Code, as in effect from time to time, together with any regulations and rulings thereunder (thereunder, being hereinafter referred to as the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Declaration of Trust and Bylaws, in each case, as in effect from time to time (the “Declaration of Trust” and the “Bylaws”, respectively). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any . In performing its services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings hereunder with respect to “commodity trading advisor” registration statusthe Company, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as defined in Section 15B(e)(4) effect from time to time. In addition, the Manager shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Exchange ActCompany and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 2 contracts
Samples: Business Management Agreement (CommonWealth REIT), Business Management Agreement (HRPT Properties Trust)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and (said Code, as in effect from time to time, together with any regulations and rulings thereunder (thereunder, being hereinafter referred to as the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Declaration of Trust and Bylaws, in each case, as in effect from time to time (the “Declaration of Trust” and the “Bylaws”, respectively). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any . In performing its services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings hereunder with respect to “commodity trading advisor” registration statusthe Company, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as defined in Section 15B(e)(4) effect from time to time. In addition, the Manager shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Exchange ActCompany and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 2 contracts
Samples: Business Management Agreement (Select Income REIT), Business Management Agreement (Select Income REIT)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the following:
(a) provide research Administrative Services Provided by the Manager. The Manager will be responsible for the day-to-day operations of the Company and economic will perform such services and statistical data in connection with activities relating to the Company’s real estate investments assets and recommend changes in operations of the Company’s real estate investment policies when Company as may be appropriate;, including:
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, on behalf of the Company and in the furtherance of the Company’s strategic objectives;
(c) investigate, evaluate, prosecute and negotiate any claims of representing the Company in connection with its real estate investments the origination or otherwise in connection with the conduct purchase of its businessMortgage loans;
(dii) administer bookkeeping and accounting functions as are required for in accordance with the management and operation directions of the CompanyBoard of Directors, contract for audits and prepare investing or cause to be prepared such reports and filings as may be required by reinvesting any governmental authority in connection with the conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports or any rules or regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf money of the Company;
(giii) provide internal audit services as hereinafter providedfurnishing reports and statistical and economic research to the Company regarding the Company's real estate lending activities and the performance of its portfolio of mortgage loans;
(hiv) advise administering the day-to-day operations of the Company and assist with performing administrative functions necessary in the management of the Company’s risk management , including the collection of revenues, the payment of the Company's expenses, debts and obligations and the maintenance of appropriate computer services to perform such administrative functions;
(iv) to the extent not covered above, advise and assist counseling the Company in connection with policy decisions to be made by the review and negotiation Board of Directors;
(vi) assisting the Company in its use of leverage to finance mortgage loan acquisitions;
(vii) overseeing the servicing of the Company’s contracts 's mortgage loans;
(viii) establishing underwriting, appraisal and agreements, coordinate and supervise all third party legal services and claims by or against quality control procedures for the mortgage loans of the Company;
(jix) advise conducting a legal document review of each mortgage loan acquired to verify the accuracy and assist completeness of the information contained in the mortgage loans, security instruments and other pertinent documents in the mortgage file;
(x) providing the Company with respect data processing, legal and administrative services to the extent required to implement the business strategy of the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(kxi) provide communications facilities providing all actions necessary for compliance by the Company with all federal, state and local regulatory requirements applicable to the Company in respect of its officers business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and Trustees contractual undertakings;
(xii) providing all actions necessary to enable the Company to make required federal, state and provide meeting space local tax filings and reports and generally enable the Company to qualify and maintain its status as requireda REIT, including soliciting stockholders for required information to the extent required by the REIT Provisions of the Code;
(xiii) communicating on behalf of the Company with the stockholders of the Company as required to satisfy any reporting requirements and to maintain effective relations with such stockholders; and
(lxiv) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its such other services under this Agreement, the Manager as may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect required from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs for management and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed other activities relating to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act Board of 1940, as amended), (ii) any services that would subject Directors shall reasonably request or the Manager to registration with shall deem appropriate under the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Actparticular circumstances.
Appears in 2 contracts
Samples: Management Agreement (Del Mar Income Partners LTD), Management Agreement (Del Mar Income Partners LTD)
General Duties of the Manager. (a) Administrative Services Provided by the Manager. The Manager will be ----------------------------------------------- responsible for the day-to-day operations of the Company and shall use its reasonable best efforts perform such services and activities relating to present the assets and operations of the Company as may be appropriate, including:
(1) representing the Company in connection with the purchase of construction and other mortgage loans;
(2) in accordance with the directions of the Company's Board of Directors, investing or reinvesting any money of the Company;
(3) furnishing reports and statistical and economic research to the Company a continuing and suitable regarding the Company's real estate investment program consistent with activities and the real estate investment policies performance of its portfolio of mortgage loans;
(4) administering the day-to-day operations of the Company and objectives performing administrative functions necessary in the management of the Company. Subject to , including the managementcollection of revenues, direction and oversight the payment of the Company’s 's expenses, debts and obligations and the maintenance of appropriate computer services to perform such administrative functions;
(5) counseling the Company in connection with policy decisions to be made by the Board of Trustees Directors;
(6) assisting the “Trustees”)Company in obtaining and using leverage to finance construction and other mortgage loan acquisitions;
(7) overseeing the servicing of the Company's construction and other mortgage loans;
(8) establishing underwriting, the Manager shall conduct appraisal and perform all corporate office functions quality control procedures for the construction and other mortgage loans acquired by the Company;
(9) conducting a legal document review of each mortgage loan acquired to verify the accuracy and completeness of the information contained in the security instruments and other pertinent documents in the mortgage loan file;
(10) providing the Company with data processing, legal and administrative services to the extent required to implement the business strategy of the Company;
(11) providing all actions necessary for compliance by the Company with all federal, state and local regulatory requirements applicable to the Company in respect of its business activities, including maintaining books and records and preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings;
(12) providing all actions necessary to enable the Company to make required federal, state and local tax filings and reports and generally enable the Company to maintain its status as a REIT, including, but not limited to, soliciting stockholders for required information to the following:
(a) provide research and economic and statistical data in connection with extent required by the Company’s real estate investments and recommend changes in REIT provisions of the Company’s real estate investment policies when appropriateCode;
(i13) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, communicating on behalf of the Company and in with the furtherance of the Company’s strategic objectives;
(c) investigate, evaluate, prosecute and negotiate any claims stockholders of the Company in connection as required to satisfy any reporting requirements and to maintain effective relations with its real estate investments or otherwise in connection with the conduct of its business;such stockholders; and
(d14) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared performing such reports and filings other services as may be required by any governmental authority in connection with the conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports or any rules or regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functions;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate and supervise all third party legal services and claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide communications facilities for the Company and its officers and Trustees and provide meeting space as required; and
(l) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs for management and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed other activities relating to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act Board of 1940, as amended), (ii) any services that would subject Directors shall reasonably request or the Manager to registration with shall deem appropriate under the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Actparticular circumstances.
Appears in 1 contract
Samples: Management Agreement (Primecore Mortgage Trust Inc)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company Trust a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the CompanyTrust. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”)Trust, the Manager shall conduct and perform all corporate office functions for the CompanyTrust (but only to the extent requested with respect to ALR) and, if requested by the Trust, its affiliates, including its trustee(s) and members of such trustee(s)’s immediate family and any business of which they are a principal (the Trust and such affiliates, the (“Trust Parties”), including, but not limited to, the following:
(a) provide research and economic and statistical data in connection with the CompanyTrust’s real estate investments and recommend changes in the CompanyTrust’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees investments, and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, on behalf of the Company and in the furtherance of the Company’s strategic objectives;
(c) investigate, evaluate, prosecute and negotiate any claims of the Company Trust in connection with its real estate investments and/or ALR or otherwise in connection with the conduct of its business;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Companybusiness of the Trust Parties, contract for any audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the conduct of the Company’s Trust Parties’ business, and otherwise advise and assist the Company Trust Parties with its their compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements filings required under the Securities Exchange Act of 1934, as amended, any state or local tax statutes and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated including, if requested, with respect to file such reports or any rules or regulations promulgated under any of the foregoingALR;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the CompanyTrust Parties;
(g) provide internal audit services as hereinafter provided;
(hf) advise and assist with the Company’s Trust Parties’ risk management functions;
(ig) to the extent not covered above, advise and assist the Company Trust Parties in the review and negotiation of the Company’s Trust Parties’ contracts and agreements, coordinate and supervise all third party legal services and claims by or against the CompanyTrust;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(kh) provide communications facilities for the Company and its officers and Trustees and provide meeting space as required; and
(l) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its ; and
(i) provide such other services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager with respect to ALR as shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Managerreasonably requested. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), ) or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, status or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Appears in 1 contract
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate investigate, and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, requirements including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and (said Code, as in effect from time to time, together with any regulations and rulings thereunder (thereunder, being hereinafter referred to as the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), ) or (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), ) or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status. In performing its services hereunder with respect to the Company, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as defined in Section 15B(e)(4) effect from time to time. In addition, the Manager shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Exchange ActCompany and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 1 contract
Samples: Business Management Agreement (Government Properties Income Trust)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate investigate, and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, requirements including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and (said Code, as in effect from time to time, together with any regulations and rulings thereunder (thereunder, being hereinafter referred to as the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any . In performing its services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings hereunder with respect to “commodity trading advisor” registration statusthe Company, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as defined in Section 15B(e)(4) effect from time to time. In addition, the Manager shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Exchange ActCompany and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 1 contract
Samples: Business Management Agreement (Government Properties Income Trust)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program acquisition opportunities consistent with the real estate investment policies and objectives of the Company. Subject Except as specifically provided in Section 1(a) and subject to the management, direction supervision and oversight review of the Company’s Board of Trustees Directors (the “TrusteesDirectors”), the Manager shall conduct and perform all corporate office functions be responsible for the Companyday-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate, including, but not limited to, the followingwithout limitation:
(a) provide research assist the Company in reviewing guidelines and economic other parameters for the acquisition of assets, financing activities and statistical data in connection with operations, any modification to which shall be approved by a majority of the independent Directors who are not officers, personnel or employees of the Manager or any person directly or indirectly controlling or controlled by the Manager, and who are otherwise “independent” under the rules of any national securities exchange on which the Company’s real estate investments common stock is listed (the “Independent Directors”) (such guidelines as initially approved and recommend changes in attached hereto as Exhibit A, as the Company’s real estate investment same may be modified with such approval, the “Guidelines”), and other policies when appropriatefor approval by the Directors;
(ib) investigate investigate, analyze and evaluate investments inselect possible acquisition opportunities and acquire, finance, retain, sell, manage, restructure or acquisitions or dispositions of, real estate dispose of assets and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to leases consistent with the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, on behalf of the Company and in the furtherance of the Company’s strategic objectivesGuidelines;
(c) coordinate and manage operations of any co-investment interests or joint ventures held by the Company and conduct all matters with the co-investment partners or joint venture;
(d) evaluate and recommend to the Directors any hedging strategies and engage in any approved hedging activities on behalf of the Company, consistent with such strategies (as modified from time to time), with the Company’s qualification as a REIT, and with the Guidelines;
(e) counsel the Company regarding the maintenance of its qualification as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and treasury regulations thereunder and use commercially reasonable efforts to cause the Company to qualify for taxation as a REIT;
(f) counsel the Company regarding the maintenance of its exemption from the status of an investment company required to register under the Investment Company Act of 1940, as amended (the “1940 Act”), monitor compliance with the requirements for maintaining such exemption, and use commercially reasonable efforts to cause the Company to maintain such exemption from such status;
(g) investigate, evaluate, prosecute and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(dh) provide clerical and administrative services and administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules securities laws and regulations thereunder referred to as (the “Exchange Act”)and resulting from) Xxxxxxxx-Xxxxx, the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(ei) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d2(i) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(fj) retain counsel, consultants and other third party professionals on behalf of the Company, after obtaining the approval of a majority of the Independent Directors as to primary outside counsel for the Company;
(gk) provide internal audit services as hereinafter provided;
(hl) advise and assist with the Company’s risk management functionsand oversight function;
(im) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services services, and oversight of processing of claims by or against the Company;
(jn) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide communications facilities for the Company and its officers and Trustees and provide meeting space as required; and
(lo) provide office space, office equipment and experienced and qualified the use of accounting or computing equipment when required;
(p) provide personnel necessary for the performance of the foregoing services; and
(q) such other duties and responsibilities as may be requested by the Directors. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager will not provide any advice to the Company relating to the securities portfolio of the Company. The Manager and the Company are expected to enter into an Advisory Agreement with TCA pursuant to which TCA will perform the services described above that are related exclusively to the securities portfolio of the Company. The Manager shall be responsible for paying such affiliates affiliates, including TCA, for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”)Directors. Notwithstanding the foregoing, fees, costs and expenses of any third party which that is not an affiliate of the Manager and is retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which that may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything hereinThe Manager is authorized to conduct or cause others to conduct relations with custodians, it depositaries, underwriters, brokers, dealers, placement agents, banks, insurers, accountants, pricing agents, and other persons as may be deemed necessary or desirable to perform the duties noted above. To the extent requested by the Company, the Manager shall (i) oversee the performance and fees of the Company’s service providers and make such reports and recommendations to the Directors concerning such matters as the parties deem desirable; (ii) respond to inquiries and otherwise assist such service providers in the preparation and filing of regulatory reports, proxy statements, shareholder communications and the preparation of Directors materials and reports; (iii) establish and oversee the implementation of borrowing facilities or other forms of leverage authorized by the Directors; and (iv) supervise any other aspect of the Company’s administration as may be agreed upon by the Company and the Manager. It is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate allocated from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended). Such services shall be performed by TCA, (ii) any so long as it is registered as an investment adviser, or such other registered investment adviser that the Directors may retain from time to time. In performing its services that would subject hereunder, the Manager shall adhere to, and shall require its officers and employees in the course of providing such services to registration with adhere to, the Commodity Futures Trading Commission Company’s Code of Ethics and such other Company policies as a “commodity trading advisor” (as such term is defined may be in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it effect from time to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Acttime.
Appears in 1 contract
Samples: Management Agreement (Tortoise Capital Resources Corp)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program acquisition opportunities consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction supervision and oversight review of the Company’s Board of Trustees Directors (the “TrusteesDirectors”), the Manager shall conduct and perform all corporate office functions be responsible for the Companyday-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate, including, but not limited to, the followingwithout limitation:
(a) provide research assist the Company in reviewing guidelines and economic other parameters for the acquisition of assets, financing activities and statistical data in connection with operations, any modification to which shall be approved by a majority of the independent Directors who are not officers, personnel or employees of the Manager or any person directly or indirectly controlling or controlled by the Manager, and who are otherwise “independent” under the rules of any national securities exchange on which the Company’s real estate investments common stock is listed (the “Independent Directors”) (such guidelines as initially approved and recommend changes in attached hereto as Exhibit A, as the Company’s real estate investment same may be modified with such approval, the “Guidelines”), and other policies when appropriatefor approval by the Directors;
(ib) investigate investigate, analyze and evaluate investments inselect possible acquisition opportunities and acquire, finance, retain, sell, manage, restructure or acquisitions or dispositions of, real estate dispose of assets and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to leases consistent with the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, on behalf of the Company and in the furtherance of the Company’s strategic objectivesGuidelines;
(c) coordinate and manage operations of any co-investment interests or joint ventures held by the Company and conduct all matters with the co-investment partners or joint venture;
(d) evaluate and recommend to the Directors any hedging strategies and engage in any approved hedging activities on behalf of the Company, consistent with such strategies (as modified from time to time), with the Company’s qualification as a REIT, and with the Guidelines;
(e) counsel the Company regarding the maintenance of its qualification as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and treasury regulations thereunder and use commercially reasonable efforts to cause the Company to qualify for taxation as a REIT;
(f) investigate, evaluate, prosecute and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(dg) provide clerical and administrative services and administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules securities laws and regulations thereunder referred to as (the “Exchange Act”)and resulting from) Xxxxxxxx-Xxxxx, the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(eh) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d2(i) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(fi) retain counsel, consultants and other third party professionals on behalf of the Company, after obtaining the approval of a majority of the Independent Directors as to primary outside counsel for the Company;
(gj) provide internal audit services as hereinafter provided;
(hk) advise and assist with the Company’s risk management functionsand oversight function;
(il) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services services, and oversight of processing of claims by or against the Company;
(jm) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide communications facilities for the Company and its officers and Trustees and provide meeting space as required; and
(ln) provide office space, office equipment and experienced and qualified the use of accounting or computing equipment when required;
(o) provide personnel necessary for the performance of the foregoing services; and
(p) such other duties and responsibilities as may be requested by the Directors. In performing its services duties under this Agreement, the Manager may utilize facilitieswill be entitled to rely in good faith on qualified experts, personnel professionals and support services of various of its affiliatesother agents (including on accountants, appraisers, consultants, legal counsel and other professional advisors). The Manager shall be responsible for paying such affiliates for their its personnel and support services and facilities out of its own funds funds, unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”)Directors. Notwithstanding the foregoing, fees, costs and expenses of any third party which that is not an affiliate of the Manager and is retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any Any such fees, costs cost or expenses referred to in of any third party that is not an affiliate of the immediately preceding sentence which Manager that may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything hereinThe Manager is authorized to conduct or cause others to conduct relations with underwriters, it is understood placement agents, banks, insurers, accountants, pricing agents, and agreed that other persons as may be deemed necessary or desirable to perform the duties of, and services to be provided bynoted above. To the extent requested by the Company, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets oversee the performance and fees of the Company Company’s service providers and make such reports and recommendations to the Directors concerning such matters as the parties deem desirable; (ii) respond to inquiries and otherwise assist such service providers in the preparation and filing of regulatory reports, proxy statements, shareholder communications and the preparation of Directors materials and reports; (iii) establish and oversee the implementation of borrowing facilities or other forms of leverage authorized by the Directors; and (iv) supervise any other aspect of the Company’s administration as may be agreed upon by the Company and the Manager. In performing its services hereunder, the Manager shall adhere to, and shall require its officers and employees in the course of providing such services to adhere to, the Company’s Code of Ethics and such other Company policies as may wish to allocate be in effect from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Acttime.
Appears in 1 contract
Samples: Management Agreement (CorEnergy Infrastructure Trust, Inc.)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program acquisition opportunities consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction supervision and oversight review of the Company’s Board of Trustees Directors (the “TrusteesDirectors”), the Manager shall conduct and perform all corporate office functions be responsible for the Companyday-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate, including, but not limited to, the followingwithout limitation:
(a) provide research assist the Company in reviewing guidelines and economic other parameters for the acquisition of assets, financing activities and statistical data in connection with operations, any modification to which shall be approved by a majority of the independent Directors who are not officers, personnel or employees of the Manager or any person directly or indirectly controlling or controlled by the Manager, and who are otherwise “independent” under the rules of any national securities exchange on which the Company’s real estate investments common stock is listed (the “Independent Directors”) (such guidelines as initially approved and recommend changes in attached hereto as Exhibit A, as the Company’s real estate investment same may be KCP-4318528-4 1 modified with such approval, the “Guidelines”), and other policies when appropriatefor approval by the Directors;
(ib) investigate investigate, analyze and evaluate investments inselect possible acquisition opportunities and acquire, finance, retain, sell, manage, restructure or acquisitions or dispositions of, real estate dispose of assets and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to leases consistent with the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; in each case, on behalf of the Company and in the furtherance of the Company’s strategic objectivesGuidelines;
(c) coordinate and manage operations of any co-investment interests or joint ventures held by the Company and conduct all matters with the co-investment partners or joint venture;
(d) evaluate and recommend to the Directors any hedging strategies and engage in any approved hedging activities on behalf of the Company, consistent with such strategies (as modified from time to time), with the Company’s qualification as a REIT, and with the Guidelines;
(e) counsel the Company regarding the maintenance of its qualification as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and treasury regulations thereunder and use commercially reasonable efforts to cause the Company to qualify for taxation as a REIT;
(f) counsel the Company regarding the maintenance of its exemption from the status of an investment company required to register under the Investment Company Act of 1940, as amended (the “1940 Act”), monitor compliance with the requirements for maintaining such exemption, and use commercially reasonable efforts to cause the Company to maintain such exemption from such status;
(g) investigate, evaluate, prosecute and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(dh) provide clerical and administrative services and administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules securities laws and regulations thereunder referred to as (the “Exchange Act”)and resulting from) Xxxxxxxx-Xxxxx, the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(ei) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents KCP-4318528-4 2 and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d2(i) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(fj) retain counsel, consultants and other third party professionals on behalf of the Company, after obtaining the approval of a majority of the Independent Directors as to primary outside counsel for the Company;
(gk) provide internal audit services as hereinafter provided;
(hl) advise and assist with the Company’s risk management functionsand oversight function;
(im) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services services, and oversight of processing of claims by or against the Company;
(jn) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide communications facilities for the Company and its officers and Trustees and provide meeting space as required; and
(lo) provide office space, office equipment and experienced and qualified the use of accounting or computing equipment when required;
(p) provide personnel necessary for the performance of the foregoing services; and
(q) such other duties and responsibilities as may be requested by the Directors. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. In performing its duties under this Agreement, the Manager will be entitled to rely in good faith on qualified experts, professionals and other agents (including on accountants, appraisers, consultants, legal counsel and other professional advisors). The Manager will not provide any advice to the Company relating to the securities portfolio of the Company. The Manager shall be responsible for paying such affiliates affiliates, including TCA, for their personnel and support services and facilities out of its own funds funds, unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”)Directors. Notwithstanding the foregoing, fees, costs and expenses of any third party which that is not an affiliate of the Manager and is retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which that may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything hereinThe Manager is authorized to conduct or cause others to conduct relations with underwriters, it is understood placement agents, banks, insurers, accountants, pricing agents, and agreed that other persons as may be deemed necessary or desirable to perform the duties ofnoted above. To the extent requested by the Company, KCP-4318528-4 3 the Manager shall (i) oversee the performance and fees of the Company’s service providers and make such reports and recommendations to the Directors concerning such matters as the parties deem desirable; (ii) respond to inquiries and otherwise assist such service providers in the preparation and filing of regulatory reports, proxy statements, shareholder communications and the preparation of Directors materials and reports; (iii) establish and oversee the implementation of borrowing facilities or other forms of leverage authorized by the Directors; and (iv) supervise any other aspect of the Company’s administration as may be agreed upon by the Company and the Manager. In performing its services to be provided byhereunder, the Manager pursuant shall adhere to, and shall require its officers and employees in the course of providing such services to this Agreement shall not include (i) any investment management or related services with respect to any assets adhere to, the Company’s Code of the Ethics and such other Company policies as the Company may wish to allocate be in effect from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Acttime.
Appears in 1 contract
Samples: Management Agreement (CorEnergy Infrastructure Trust, Inc.)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and (said Code, as in effect from time to time, together with any regulations and rulings thereunder (thereunder, being hereinafter referred to as the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Declaration of Trust and Bylaws, in each case, as in effect from time to time (the “Declaration of Trust” and the “Bylaws”, respectively). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), ) or (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), ) or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status. In performing its services hereunder with respect to the Company, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as defined in Section 15B(e)(4) effect from time to time. In addition, the Manager shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Exchange ActCompany and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 1 contract
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, status or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Act.
Appears in 1 contract
Samples: Business Management Agreement (Government Properties Income Trust)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company Trust a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the CompanyTrust. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”)Trust, the Manager shall conduct and perform all corporate office functions for the CompanyTrust and, if requested by the Trust, its affiliates, including its trustee(s) and members of such trustee(s)’s immediate family and any business of which they are a principal (the Trust and such affiliates, the (“Trust Parties”), including, but not limited to, the following:
(a) provide research and economic and statistical data in connection with the CompanyTrust’s real estate investments and recommend changes in the CompanyTrust’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trust, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company Trust and in the furtherance of the CompanyTrust’s strategic objectives;
(c) investigate, evaluate, prosecute and negotiate any claims of the Company Trust in connection with its real estate investments or otherwise in connection with the conduct of its business;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Companybusiness of the Trust Parties, contract for any audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the conduct of the Company’s Trust Parties’ business, and otherwise advise and assist the Company Trust Parties with its their compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements filings required under the Securities Exchange Act of 1934, as amended, any state or local tax statutes and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports or any rules or regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the CompanyTrust Parties;
(g) provide internal audit services as hereinafter provided;
(hf) advise and assist with the Company’s Trust Parties’ risk management functions;
(ig) to the extent not covered above, advise and assist the Company Trust Parties in the review and negotiation of the Company’s Trust Parties’ contracts and agreements, coordinate and supervise all third party legal services and claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide communications facilities for the Company and its officers and Trustees and provide meeting space as requiredTrust; and
(lh) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”)Trust. Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the CompanyTrust. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company Trust promptly following submission to the Company Trust of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Act.
Appears in 1 contract
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and (said Code, as in effect from time to time, together with any regulations and rulings thereunder (thereunder, being hereinafter referred to as the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Declaration of Trust and Bylaws, in each case, as in effect from time to time (the “Declaration of Trust” and the “Bylaws”, respectively). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), ) or (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), ) or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status. In performing its services hereunder with respect to the Company, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as defined in Section 15B(e)(4) effect from time to time. In addition, the Manager shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Exchange ActCompany and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 1 contract
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(ib) investigate investigate, evaluate and evaluate investments negotiate contracts for the investment in, or acquisitions the acquisition or dispositions disposition of, real estate and related interests, and financing and refinancing opportunities, (ii) opportunities and make recommendations concerning specific investments to the Trustees and (iii) evaluate and negotiate contracts with respect to the foregoing; Trustees, in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and (said Code, as in effect from time to time, together with any regulations and rulings thereunder (thereunder, being hereinafter referred to as the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(gf) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functions;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate and supervise all third party legal services and claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(kg) provide communications facilities for office space, office equipment and the Company and its officers and Trustees and provide meeting space as use of accounting or computing equipment when required; and
(lh) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees Trustees, as defined in the Bylaws (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs cost or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any . In performing its services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings hereunder with respect to “commodity trading advisor” registration statusthe Company, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company’s Code of Business Conduct and Ethics, as defined in Section 15B(e)(4) effect from time to time. In addition, the Manager shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Exchange ActCompany and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company’s Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 1 contract
Samples: Business Management Agreement (Government Properties Income Trust)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s 's Board of Trustees (the “"Trustees”"), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s 's real estate investments and recommend changes in the Company’s 's real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic 's real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s 's business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and (said Code, as in effect from time to time, together with any regulations and rulings thereunder (thereunder, being hereinafter referred to as the “"Internal Revenue Code”"), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “"SEC”") or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, including without limitation, limitation those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s 's offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s 's risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s 's contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s 's public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “"Independent Trustees”"), as defined in the Company’s 's Bylaws, as in effect from time to time (the “"Bylaws”"). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “"securities” " (as defined in the Investment Advisers Act of 1940, as amended), (ii) any . In performing its services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings hereunder with respect to “commodity trading advisor” registration statusthe Company, or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” shall adhere to, and shall require its officers and employees in the course of providing such services to the Company to adhere to, the Company's Code of Business Conduct and Ethics, as defined in Section 15B(e)(4) effect from time to time. In addition, the Manager shall make available to its officers and employees providing such services to the Company the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters relating to the Exchange ActCompany and for the confidential, anonymous submission by such officers and employees of concerns regarding questionable accounting or auditing matters relating to the Company, as set forth in the Company's Procedures for Handling Concerns or Complaints about Accounting, Internal Accounting Controls or Auditing Matters, as in effect from time to time.
Appears in 1 contract
Samples: Business Management Agreement (Senior Housing Properties Trust)
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable real estate investment program consistent with the real estate investment policies and objectives of the Company. Subject to the management, direction and oversight supervision of the Company’s Board of Trustees (the “Trustees”), the Manager shall conduct and perform all corporate office functions for the Company, including, but not limited to, the followingshall:
(a) provide research and economic and statistical data in connection with the Company’s real estate investments and recommend changes in the Company’s real estate investment policies when appropriate;
(i) investigate and evaluate investments in, or acquisitions or dispositions of, real estate and related interests, and financing and refinancing opportunities, (ii) make recommendations concerning specific investments to the Trustees Trustees, and (iii) evaluate and negotiate contracts with respect to the foregoing; , in each case, on behalf of the Company and in the furtherance of the Company’s strategic real estate financing objectives;
(c) investigate, evaluate, prosecute evaluate and negotiate the prosecution and negotiation of any claims of the Company in connection with its real estate investments or otherwise in connection with the conduct of its businessinvestments;
(d) administer bookkeeping and accounting functions as are required for the management and operation of the Company, contract for audits and prepare or cause to be prepared such reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advise and assist the Company with its compliance with applicable legal and regulatory requirements, including, including without limitation, periodic reports, returns or statements required under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), the Internal Revenue Code of 1986, as amended and any regulations and rulings thereunder (the “Internal Revenue Code”), the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports reports, or any the rules or and regulations promulgated under any of the foregoing;; {B1823009; 1}
(e) advise and assist in the preparation and filing of all offering documents (public and private), and all registration statements, prospectuses or other documents filed with the Securities and Exchange Commission (the “SEC”) or any state (it being understood that the Company shall be responsible for the content of any and all of its offering documents and SEC filings (including, without limitation, those filings referred to in Section 2(d) hereof), and the Manager shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents or SEC filings, whether or not material, and the Company shall promptly indemnify the Manager from such costs and liabilities);
(f) retain counsel, consultants and other third party professionals on behalf of the Company;
(g) provide internal audit services as hereinafter provided;
(h) advise and assist with the Company’s risk management functionsand oversight function;
(i) to the extent not covered above, advise and assist the Company in the review and negotiation of the Company’s contracts and agreements, coordinate coordination and supervise supervision of all third party legal services and oversight of processing of claims by or against the Company;
(j) advise and assist the Company with respect to the Company’s public relations, preparation of marketing materials, internet website and investor relations services;
(k) provide office space, office equipment and the use of accounting or computing equipment when required;
(l) advise and assist with respect to: the design, operation and maintenance of network infrastructure, including telephone and data transmission lines, voice mail, facsimile machines, cellular phones, pager, etc.; and local area network and wide area network communications facilities for the Company and its officers and Trustees and provide meeting space as requiredsupport; and
(lm) provide office space, equipment and experienced and qualified personnel necessary for the performance of the foregoing services. In performing its services under this Agreement, the Manager may utilize facilities, personnel and support services of various of its affiliates. The Manager shall be responsible for paying such affiliates for their personnel and support services and facilities out of its own funds unless otherwise approved by a majority vote of the Independent Trustees (the “Independent Trustees”), as defined in the Company’s Bylaws, as in effect from time to time (the “Bylaws”). Notwithstanding the foregoing, fees, costs and expenses of any third party which is not an affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses referred to in the immediately preceding sentence which may be paid by the Manager shall be reimbursed to the Manager by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status, status or (iii) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Act.. {B1823009; 1}
Appears in 1 contract
Samples: Business Management Agreement (Senior Housing Properties Trust)
