Manager Status Sample Clauses

Manager Status. Each of the Managers is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act or the 1940 Act, or the rules and regulations under such acts, from acting under the Investment Management Agreement for the Fund as contemplated by the Prospectus.
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Manager Status. It is expressly understood and agreed by the Parties that Manager is an independent contractor performing services for Owner or Parent and shall not be deemed to be a joint venturer, partner or employee of Owner or Parent. In the performance of its duties hereunder, Manager shall act solely as an independent contractor of Parent but only to the extent expressly set forth herein. Parent and Manager agree that the limited agency expressly granted herein is terminable in accordance with the provisions of this Agreement. Notwithstanding any such agency, except as may be explicitly contemplated in this Agreement, Manager shall not pledge Owner’s or Parent’s credit or incur any liabilities or obligations in Parent’s or Owner’s name without Parent’s or Owner’s prior written consent, which Parent or Owner may withhold or grant in Parent or Owner’s sole discretion.
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Manager Status. In the performance of its duties in the administration, management and operation of the Properties, the Manager shall act solely as an independent contractor. Nothing herein shall constitute or be construed to be or create a partnership or joint venture between the Owner and the Manager, or be construed to appoint or constitute the Manager as an agent of the Owner for any purpose, or construed to create a lease by the Manager of the Properties. It is expressly covenanted that this Agreement is no more than an agreement for the rendering of services by the Manager in the operation and management of the Properties. The covenants benefiting the Manager are not covenants running with the land, and are personal to the parties hereto and their respective successors.
Sample 1
Manager Status. The Manager and Sub-Advisers are each duly registered with the Commission as investment advisers under the Advisers Act and are not prohibited by the Advisers Act, the Advisers Act Rules and Regulations, the 1940 Act or the 1940 Act Rules and Regulations from acting on behalf of the Fund under the Management Agreement or the Sub-Advisory Agreements to which such Manager or Sub-Adviser is a party, as contemplated by the Prospectus. There does not exist any proceeding or, to the knowledge of the Manager, any facts or circumstances the existence of which could lead to any proceeding, which might adversely affect the registration of the Manager or the Sub-Advisers as investment advisers with the Commission.
Sample 1
Manager Status. It is expressly understood and agreed by the Parties that Manager shall not be deemed a joint venturer, partner, employee or, except as otherwise provided herein, an agent of Master Servicer or Owner and that Manager has no authority to, and shall not, pledge Master Servicer’s or Owner’s credit or incur any liabilities or obligations in Master Servicer’s or Owner’s name, except as otherwise expressly set forth herein.
Sample 1
Manager Status. It is expressly understood and agreed by the Parties that Manager shall not be deemed to be a joint venturer, partner or employee of Owner or Master Servicer. In the performance of its duties hereunder, Manager shall act solely as agent for the account of Master Servicer but only to the extent expressly set forth herein. Master Servicer and Manager agree that the limited agency expressly granted herein is terminable in accordance with the provisions of this Agreement. Notwithstanding any such agency, except as may be explicitly contemplated in this Agreement, Manager shall not pledge Owner’s credit or incur any liabilities or obligations in Master Servicer’s or Owner’s name without Master Servicer’s or Owner’s prior written consent, which Master Servicer or Owner may withhold or grant in Owner’s sole discretion.
Sample 1
Manager Status. 3.1.1. Only the Manager is authorized to perform trading operations through the MAM System. 3.1.2. The Manager creates and formulates information describing the conditions applicable to the planned operations and the payment terms, which are given in Appendix 1 to this Agreement. 3.1.3. The Manager is informed and agrees that the Company should evaluate the Manager's performance in order to present the Manager's Offer to a potential Investor. 3.1.4. The Manager undertakes to act in favor of the Investor and to carry out all necessary trading operations in order to make a profit and generate income. 3.1.5. The Manager may unilaterally close a MAM System account (Master Account) in its sole discretion. 3.1.6. All claims arising from improper or incorrect actions of the Manager shall be addressed directly to the Manager.
Sample 1
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Related to Manager Status

  • Investment Adviser Status The Investment Adviser is duly registered and in good standing with the Commission as an investment adviser under the Advisers Act, and is not prohibited by the Advisers Act, the 1940 Act, the Rules and Regulations or the Advisers Act Rules and Regulations, from acting under the Investment Management Agreement as contemplated by the Registration Statement, each preliminary prospectus and the Prospectus.

  • Purchaser Status At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.

  • Holder Status The Holder is an “accredited investor” as defined in Rule 501 under the Securities Act.

  • Statutory Underwriter Status The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required by applicable law and to the extent the Prospectus is related to the resale of Registrable Securities.

  • Shareholder Status The Holder shall not have rights as a shareholder of the Borrower with respect to unconverted portions of this Note. However, the Holder will have all the rights of a shareholder of the Borrower with respect to the shares of Common Stock to be received by Holder after delivery by the Holder of a Conversion Notice to the Borrower.

  • Investor Status At the time such Investor was offered the Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act. Such Investor is not a registered broker-dealer under Section 15 of the Exchange Act.

  • Broker-Dealer Status (a) Are you a broker-dealer? (b) If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company? Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are you an affiliate of a broker-dealer? (d) If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities? Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

  • Qualification Under State Securities Laws All registrations, qualifications, permits and approvals, if any, required under applicable state securities laws shall have been obtained for the lawful execution, delivery and performance of this Agreement.

  • Reporting Issuer Status As at the date hereof, the Corporation is a “reporting issuer” in each of the Qualifying Jurisdictions within the meaning of the Canadian Securities Laws in such jurisdictions and is not currently in default of any requirement of the Canadian Securities Laws of such jurisdictions and the Corporation is not included on a list of defaulting reporting issuers maintained by any of the Canadian Securities Commissions;

  • Well-Known Seasoned Issuer Status (A) At the time of initial filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405, including not having been an “ineligible issuer” as defined in Rule 405.

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