Common use of MANAGER AND POWERS OF MANAGER Clause in Contracts

MANAGER AND POWERS OF MANAGER. 4.1 Management to be undertaken by the Manager (a) Subject to the provisions of the BMO, the parties hereto have agreed with the DMC Manager for the DMC Manager to undertake the management of the Land and the Building for an initial period of two (2) years from the date of this Deed and shall thereafter continue until terminated as provided in this Clause 4.1. (b) The appointment of the Manager may be terminated as follows:- (i) The appointment is terminated by the Manager by giving not less than three (3) calendar months’ notice of termination in writing:- (1) by sending such notice to the Owners’ Committee; or (2) where there is no Owners’ Committee, by giving such a notice on each of the Owners and by displaying such a notice in a prominent place in the Building. (ii) The notice referred to in this Clause 4.1(b)(i)(2) may be given:- (1) by delivering it personally to the Owner; or (2) by sending it by post to the Owner at his last known address; or (3) by leaving it at the Owner’s Unit or depositing it in the letter box for that Unit; or (iii) Prior to the formation of the Owners’ Corporation, the Owner’s Committee may at any time terminate the Manager’s appointment without compensation by a resolution passed by a majority of votes of the Owners voting either personally or by proxy at a general meeting convened for the purpose and supported by the Owners of not less than fifty per cent (50%) of all the Undivided Shares in aggregate (excluding those Undivided Shares allocated to the Common Areas and Facilities) and by giving the Manager not less than three (3) calendar months’ notice of termination in writing; or (iv) in the event that the Manager is wound up or has a receiving order made against it. (i) Where an Owners’ Corporation has been formed and subject to Clause 4.1(c)(iv), at a general meeting convened for the purpose, the Owners’ Corporation may, by a resolution:- (1) passed by a majority of the votes of the Owners voting either personally or by proxy; and (2) supported by the Owners of not less than fifty per cent (50%) of the Undivided Shares in aggregate (excluding the Undivided Shares for the Common Areas and Facilities), terminate by notice the appointment of the DMC Manager without compensation. (ii) The resolution under Clause 4.1(c)(i) above shall have effect only if:- (1) such notice of termination of appointment is in writing; (2) provision is made in the resolution for a period of not less than three (3) months’ notice or, in lieu of notice, provision is made for an agreement to be made with the DMC Manager for the payment to it of a sum equal to the amount of remuneration which would have accrued to it during that period; (3) such notice is accompanied by a copy of the resolution terminating the DMC Manager’s appointment; and (4) such notice and the copy of the resolution are given to the DMC Manager within fourteen (14) days after the date of the meeting. (iii) The notice and the copy of the resolution referred to in Clause 4.1(c)(ii)(4) may be given:- (1) by delivering them personally to the DMC Manager; (2) by sending them by post to the DMC Manager at its last known address. (iv) For the purposes of Clause 4.1(c)(i):- (1) only the Owners of Undivided Shares who pay or who are liable to pay contribution towards the Management Expenses relating to those Undivided Shares shall be entitled to vote; (2) the reference in Clause 4.1(c)(i)(2) to "the Owners of not less than fifty per cent (50%) of the Undivided Shares in the aggregate" shall be construed as a reference to the Owners of not less than fifty per cent (50%) of the Undivided Shares in the aggregate who are entitled to vote. (v) If a contract for the appointment of the Manager other than the DMC Manager contains no provision for the termination of the Manager’s appointment, then Clause 4.1(c)(i), (ii), (iii) and (iv) apply to the termination of the Manager’s appointment as they apply to the termination of the DMC Manager’s appointment. (vi) Clause 4.1(c)(v) operates without prejudice to any other power there may be in a contract for the appointment of the Manager other than the DMC Manager to terminate the appointment of the Manager. (vii) If a notice to terminate a Manager’s appointment is given under this Clause 4.1(c):- (1) no appointment of a new Manager shall take effect unless the appointment is approved by a resolution of the Owners’ Committee (if any); and (2) if no such appointment is approved under Clause 4.1(c)(vii)(1) above by the time the notice expires, the Owners’ Corporation may appoint another Manager and, if it does so, the Owners’ Corporation shall have exclusive power to appoint any subsequent Manager. (viii) This Clause 4.1(c) is subject to any notice relating to the Building that may be published by the Secretary for Home Affairs under Section 34E(4) of the BMO. (d) (i) Subject to Clause 4.1(d)(ii), if the Manager’s appointment ends for any reason, it shall, as soon as practicable after its appointment ends, and in any event within fourteen (14) days of the date his appointment ends, deliver to the Owners’ Committee (if any) or the Manager appointed in its place any movable property in respect of the control, management and administration of the Land and the Building that is under its control or its custody or possession, and that belongs to the Owners’ Corporation (if any) or the Owners.