Obligations of Manager. (a) The Manager shall require each seller or transferor of Investments to the Company to make such representations and warranties regarding such Investments as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Company's Investments and other assets.
(b) The Manager shall refrain from any action that would adversely affect the status of the Company as a real estate investment trust or exempt from regulations under the Investment Company Act or that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company's or Subsidiary's Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company, any Subsidiary, the Independent Directors, or the Company's or a Subsidiary's stockholders or partners for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.
(c) Absent written direction from the Board of Directors, the Manager shall use reasonable efforts to comply with the Guidelines, as they may be revised from time to time.
Obligations of Manager. (a) The Manager shall require each seller or transferor of investments to the Company to make such representations and warranties regarding such investments as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Company's investments.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, would adversely affect the status of the Company as a REIT or that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or that would otherwise not be permitted by the Company's Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation, or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company, the Independent Directors, or the Company's stockholders or partners for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 10 of this Agreement.
Obligations of Manager. Anything else in this Agreement to the contrary ---------------------- notwithstanding, the Manager shall refrain from any action which in its sole judgment made in good faith (i) would adversely affect the status of the Company and any subsidiary of the Company as a real estate investment trust as defined and limited in sections 856 through 860 of the Code, (ii) which in its sole judgment made in good faith would violate any law, rule or regula tion of any governmental body or agency having jurisdiction over the Company and such subsidiary, or (iii) which would otherwise not be permitted by the Company's or its subsidiary's Governing Instruments, except if any of such actions shall be ordered by the Board of Directors, in which event the Manager shall promptly notify the Board of Directors of the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments and shall refrain from taking such action pending further clarification or instructions from the Board of Directors. If the Board of Directors thereafter instructs the Manager, despite the Manager's notification as provided herein, to take any such action and the Manager so acts upon the instructions given, the Manager shall not be responsible for any loss of the Company's or its subsidiary's status as a REIT or violation of any law, rule or regulation or the Governing Instruments caused thereby.
Obligations of Manager. The Manager shall use good faith efforts to: (i) continue the Company’s existence as a limited liability company under the Laws of Delaware and of every other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Company to conduct the Business; (ii) carry out the Business in accordance with the provisions of this Agreement, the Business Plan and applicable Laws; and (iii) exercise all powers and authority consistent with the Business of the Company and the terms of this Agreement.
Obligations of Manager. The Manager agrees to provide or complete, as the case may be, the following prior to the commencement of the Adviser's services as specified under this Agreement:
(a) A list of first tier affiliates and second tier affiliates (i.e., affiliates of affiliates) of the Portfolio;
(b) A list of restricted securities for the Portfolio (including CUSIP, Sedol or other appropriate security identification);
(c) Establish Futures Accounts and Give-Up Arrangements with the list of designated brokers provided in writing to the Manager or Adviser;
(d) A copy of the current compliance procedures for the Portfolio. The Manager also agrees to promptly update the above referenced items in order ensure their accuracy, completeness and/or effectiveness.
Obligations of Manager. Manager has provided to Sub-Adviser the information and documents listed on the attached Appendix B as applicable. Throughout the term of this Agreement, Manager shall continue to provide such information and documents to Sub-Adviser, including any amendments, updates or supplements to such information or documents, before or at the time the amendments, updates or supplements become effective as they relate to the Portfolio. Manager shall timely furnish Sub-Adviser with such additional information as may be reasonably necessary for or requested by Sub-Adviser to perform its responsibilities pursuant to this Agreement.
Obligations of Manager. (a) The Manager shall require each seller or transferor of REIT Investments to the Company to make such representations and warranties regarding such REIT Investments as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Company's investments.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, would adversely affect the status of the REIT as a REIT or that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the REIT or any Subsidiary or that would otherwise not be permitted by the REIT's or Subsidiary's
Obligations of Manager. (a) The Manager shall require each seller or transferor of Investment assets to the Company to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investments.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by such entity’s Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.
Obligations of Manager. Manager shall, in addition to any other obligations under this Agreement:
(a) deliver quantities of Natural Gas to UGI in accordance with UGI Withdrawal Nominations in an amount that shall not exceed the sum of the Initial Storage Inventory Quantity, SEIQ quantities and Injection nominations; and
(b) arrange for the injection during the Summer Season of the SEIQ quantities specified by UGI with respect to each storage Contract; and
(c) purchase or sell Gas from or to UGI to accommodate UGI daily balancing requirements, to the extent required under applicable rules and regulations; and
(d) at the conclusion of the Term or when UGI otherwise recalls any released Contracts, transfer any associated Contract storage inventories to UGI; and
(e) manage the Assets and associated storage inventories in accordance with all applicable laws and regulations and prudent business practices; and
(f) act at all times as an independent contractor responsive to the interests of UGI; and
(g) perform required purchase and sale activities consistent with the rules set forth in Appendix D.
Obligations of Manager. The Manager shall render the following services and shall perform the following duties for the Owner in a faithful, diligent and efficient manner:
