OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 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. (c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors. (d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company. (e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 5 contracts
Samples: Management and Advisory Agreement (New Residential Investment Corp.), Management and Advisory Agreement (New Residential Investment Corp.), Management and Advisory Agreement (New Residential Investment Corp.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets Investments to the Company and the Subsidiaries 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, :
(i) is not in compliance with the Guidelines or Investment Guidelines;
(ii) would adversely and materially affect the status qualification of the Company as a real estate investment trust REIT under the Code Code;
(iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act; or
(iv) 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 entitythe Company’s Governing Instruments, code of conduct or other compliance or governance policies and procedures or those of the applicable National Securities Exchange on which the Common Stock is listed. 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 if it is the Manager’s judgment that such action would adversely and materially affect such the qualification of the Company as a REIT, the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the ManagerManager and its officers, its directors, officersmembers, stockholders managers and employees shall not be liable to the Company or any Subsidiary, Subsidiary or to any director or stockholder of the Board of Directors, or the Company’s Company or any Subsidiary’s stockholders Subsidiary for acts or partners for any act or omission by the Manageromissions performed in accordance with and pursuant to this Agreement, its directors, officers, stockholders or employees except as provided in Section 11 13 of this Agreement.
(c) The Board of Directors may periodically review the Investment Guidelines and the Company’s and the Subsidiaries’ portfolio of Investments, but is not required to review each proposed investment; provided that the Manager shall not consummate on behalf of the Company or any Subsidiary any transaction (other than a transaction that constitutes a co-investment, which is addressed in Section 3(c)(iii) above) that involves (i) consummate the sale of any transaction which would involve investment to, (ii) the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereofinvestment from, (iii) investing in, (iv) merging with, (v) arranging financing from, or (iivi) under circumstances where the Manager is subject to an actual providing financing to, Constellation, any Other Constellation Fund or potential conflict any of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contracttheir Affiliates, unless such transaction (A) is on terms no more favorable to Constellation, any Other Constellation Fund or action, as the case may any of their Affiliates than would be obtained from a third party on an arm’s length basis and in each case, is (B) has been approved by a majority of the Independent Directors.
(d) The Board . In connection with the foregoing, it is understood and/or agreed for greater certainty that, while conflicts of Directors periodically reviews interests may arise from time-to-time in connection with the Guidelines investment activities of the Company, Constellation and the Other Constellation Funds (including as more fully described in Sections 3(c) and 3(d) above) and the Manager will seek to resolve any such conflicts of interest in a fair and equitable manner in accordance with the Investment Allocation Policy, to the extent applicable, and its prevailing policies and procedures with respect to conflicts resolution among Other Constellation Funds generally, there can be no assurance that any such conflicts will be resolved in favor of the Company and the Subsidiaries and only those transactions set forth above shall be required to be presented for approval by the Independent Directors; provided that the foregoing shall not limit the ability of the Manager, in its discretion, to present additional matters involving the Company and/or the Subsidiaries to the Independent Directors from time-to-time for review, advice and/or approval to the extent the Manager reasonably determines that doing so is appropriate under the circumstances (including as a result of a determination that such matters give rise to material conflicts of interest that are appropriate to be reviewed and/or approved by the Independent Directors); provided further that if (x) the majority of the Independent Directors approve any matter or transaction presented for their approval despite a conflict of interest after the Manager has disclosed all material facts relating to such conflict of interest or (y) the Manager acts in a manner, or pursuant to standards or procedures, approved by a majority of the Independent Directors with respect to such conflicts of interest that arise or may arise from time to time, then the Manager shall not have any liability to the Company’s portfolio , the Subsidiaries or any of Investmentstheir respective equityholders by reason of such conflict of interest for actions in respect of such matter taken in good faith by any of them, including actions in the pursuit of their own interests. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then Directors with respect to a proposed investment.
(d) The Manager shall not consummate on behalf of the Manager may be required to Company or any Subsidiary any offering or repurchase the asset at the purchase price (plus closing costs) to of the Company’s common or preferred equity securities or debt obligations unless such offering or repurchase has been authorized and/or approved by the Board of Directors or a duly constituted committee of the Board of Directors.
(e) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by the applicable National Securities Exchange on which the Common Stock is listed, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates (including Constellation) who are involved in the business and affairs of the Company, to be bound by such policies and procedures to the extent applicable to such Persons.
(f) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which that is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 5 contracts
Samples: Management Agreement (Colony Capital, Inc.), Management Agreement (Colony Credit Real Estate, Inc.), Management Agreement (Colony NorthStar Credit Real Estate, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets Investments to the Company and the Subsidiaries 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, :
(i) is not in compliance with the Guidelines or Investment Guidelines;
(ii) would adversely and materially affect the status qualification of the Company as a real estate investment trust REIT under the Code Code;
(iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or
(iv) 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 entitythe Company’s Governing Instruments, code of conduct, or other compliance or governance policies and procedures. 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 and materially affect such status or violate any such law, rule or regulation or the Company’s Governing Instruments. Notwithstanding the foregoing, the ManagerManager and its officers, its directors, officersmembers, stockholders managers and employees shall not be liable to the Company or any Subsidiary, Subsidiary or to any director or stockholder of the Board of Directors, or the Company’s Company or any Subsidiary’s stockholders Subsidiary for acts or partners for any act or omission by the Manageromissions performed in accordance with and pursuant to this Agreement, its directors, officers, stockholders or employees except as provided in Section 11 12 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in the Investment Guidelines. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of an asset from the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment.
(d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or an affiliate by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Manager that was not approved in advance Company and the Subsidiaries, to be bound by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) such policies and procedures to the Companyextent applicable to such persons.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which that is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 5 contracts
Samples: Management Agreement (Jernigan Capital, Inc.), Management Agreement (Jernigan Capital, Inc.), Management Agreement (Jernigan Capital, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 such entity’s '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 '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 's or any Subsidiary’s '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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors.
(e) The Board of Directors periodically reviews the Guidelines and the Company’s 's portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “"errors and omissions” " insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 4 contracts
Samples: Management and Advisory Agreement (Newcastle Investment Corp), Management and Advisory Agreement (Newcastle Investment Corp), Management and Advisory Agreement (Newcastle Investment Corp)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall use commercially reasonable efforts to require each seller or transferor of investment assets to the Company to make such representations and warranties regarding such assets as may, in the sole judgment made in good faith 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 InvestmentsCompany’s assets and investments.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with policies approved by the Guidelines Board of Directors or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 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 shareholders 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 shareholders or partners for any act or omission by the Manager, its directors, officers, stockholders shareholders or employees except as provided in Section 11 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Original Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 4 contracts
Samples: Management and Advisory Agreement (FTAI Infrastructure Inc.), Management and Advisory Agreement, Management and Advisory Agreement (Fortress Transportation & Infrastructure Investors LLC)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets Investments to the Company and the Subsidiaries 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, :
(i) is not in compliance with the Guidelines or Investment Guidelines;
(ii) would adversely and materially affect the status qualification of the Company as a real estate investment trust REIT under the Code Code;
(iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act; or
(iv) 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 entitythe Company’s Governing Instruments, code of conduct or other compliance or governance policies and procedures. 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 and materially affect such the qualification of the Company as a REIT, the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the ManagerManager and its officers, its directors, officersmembers, stockholders managers and employees shall not be liable to the Company or any Subsidiary, Subsidiary or to any director or stockholder of the Board of Directors, or the Company’s Company or any Subsidiary’s stockholders Subsidiary for acts or partners for any act or omission by the Manageromissions performed in accordance with and pursuant to this Agreement, its directors, officers, stockholders or employees except as provided in Section 11 12 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in Section 2(k) hereof. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of an asset from the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment.
(d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or an affiliate by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates (including Colony Capital) who are involved in the business and affairs of the Manager that was not approved in advance Company, to be bound by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) such policies and procedures to the Companyextent applicable to such persons.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which that is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 4 contracts
Samples: Management Agreement (Colony Financial, Inc.), Management Agreement (Colony Financial, Inc.), Management Agreement (Colony Financial, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, (iii) 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 entitythe 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 or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of an asset from the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment.
(d) The Company shall not invest in CDOs or any security structured or managed by the Manager or an any affiliate of thereof, unless (i) the Manager that was not Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 4 contracts
Samples: Management Agreement (Chimera Investment Corp), Management Agreement (Chimera Investment Corp), Management Agreement (Annaly Capital Management Inc)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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 reasonable judgment of the Manager, be necessary and appropriateappropriate or as advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as advised by the Board of Directors and consistent with standard industry practice 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, the Company’s status as an entity excluded from investment company status under the Investment Company Act or (iii) 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 entitythe 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 or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners 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) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors.
(d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property an asset in which the Manager or any affiliate Affiliate thereof has an ownership interest or the sale by the Company of property an asset to the Manager or any affiliate Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest interest, in the reasonable judgment of the Manager or the Board of Directors, because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(de) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their the periodic review of transactions by the Independent Directors, that a particular transaction does not comply with the GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(ef) The Manager shall at all times during the term of this Agreement (including the Initial Current Term and any renewal termRenewal Term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 4 contracts
Samples: Management Agreement (Resource Capital Corp.), Management Agreement (Resource Capital Corp.), Management Agreement (Resource America, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company Acquired Companies as a real estate investment trust under corporation in good standing or a foreign corporation in good standing in such jurisdictions in which the Code Acquired Companies are required to so qualify 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 Acquired Companies or that would otherwise not be permitted by such entity’s respective 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 SubsidiaryAcquired Companies, the Board of Directors, or the Company’s or any SubsidiaryAcquired Company’s stockholders stockholders, employees 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.
(cb) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company Acquired Companies of property in which the Manager or any affiliate Affiliate thereof has an ownership interest or the sale by the Company Acquired Companies of property to the Manager or any affiliate Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company Acquired Companies and another Person (not an Affiliate of the Company) with which the Company Acquired Companies has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(dc) The Board of Directors periodically reviews the Guidelines Acquired Companies’ operations and assets and transactions undertaken by the Company’s portfolio of InvestmentsAcquired Companies. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the any transaction involved the acquisition of an asset from the Manager or an affiliate Affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(ed) The Manager shall at all times during the term of this Agreement (including the Initial Term initial term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment for consultants, advisors or managers performing functions similar to those of the Manager under this Agreement with respect to assets similar businesses to the assets of the CompanyBusinesses, in an amount which is comparable to that customarily maintained by other managers or servicers of such similar assetsbusinesses.
Appears in 4 contracts
Samples: Management and Advisory Agreement, Management and Advisory Agreement (New Media Investment Group Inc.), Management and Advisory Agreement (New Media Investment Group Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company Entities to make such representations and warranties regarding such assets as may, in the commercially reasonable judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate in its commercially reasonable discretion with regard to the protection of the InvestmentsAssets.
(b) The Manager shall use its reasonable best efforts to monitor relationships among the Company Entities, any tenant that leases the assets of the Company Entities, the Manager and its Affiliates and holders of equity interests in the Company to ensure compliance with REIT rules and regulations related to related party rents.
(c) The Manager shall refrain from any action that, in its sole but reasonable judgment made in good faith, (i) is not in compliance with the Guidelines or guidelines and policies of the Board of Directors, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely affect the Company Entities’ status as an entity intended to be exempted or that, in its sole judgment made in good faith, excluded from investment company status under the Investment Company Act or (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the any Company or any Subsidiary Entity or that would otherwise not be permitted by such entity’s the Company Entities’ Governing Instruments, code of conduct or other compliance policies. 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.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 3 contracts
Samples: Management Agreement (InfraREIT, Inc.), Management Agreement (InfraREIT, Inc.), Management Agreement (InfraREIT, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company Company, the Series and the Subsidiaries 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 InvestmentsAsset-Backed Finance Assets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with would adversely and materially affect the Guidelines Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from the definition of an investment company under the Investment Company Act or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 such entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders shareholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company Company, the Series or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders shareholders, members or partners partners, for any act or omission by the Manager, its directors, members, officers, stockholders shareholders, managers, personnel, employees or employees any Person controlling or controlled by the Manager or any Person providing sub-advisory services to the Manager except as provided in Section 11 of this Agreement.
(c) The Board of Directors shall periodically review the Company’s, the Series’ and the Subsidiaries’ holdings of Asset-Backed Finance Assets but will not review each proposed Asset-Backed Finance Asset, except as otherwise provided herein. The Manager shall not (i) consummate any transaction which would involve be permitted to rely upon the acquisition by direction of the Secretary of the Company to evidence the approval of property in which the Manager or any affiliate thereof has an ownership interest Board of Directors or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or Independent Directors with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directorsproposed acquisition.
(d) The Board None of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of , the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with Series or the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of Subsidiaries shall acquire any security structured or issued by an asset from entity managed by the Manager or an affiliate of any Affiliate thereof, or purchase or sell any Asset-Backed Finance Asset from or to any entity managed by the Manager that was not or its Affiliates unless (i) the transaction is approved or pre-approved in advance by a majority of the Independent Directors, then ; and (ii) the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Companytransaction is made in accordance with applicable laws.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment other managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, the Series and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
(f) In the event that the Company, a Series or a Subsidiary invests in, acquires or sells assets to any joint ventures with Apollo or its Affiliates or if it purchases assets from, sells assets to or arranges financing from or provides financing to Apollo, Apollo sponsored funds, including new affiliated potential pooled investment vehicles or managed accounts not yet established, whether managed or sponsored by Apollo’s Affiliates or the Manager, any such transactions shall require the approval or pre-approval of the Independent Directors.
Appears in 3 contracts
Samples: Operating Agreement (Apollo Asset Backed Credit Co LLC), Operating Agreement (Apollo Asset Backed Credit Co LLC), Operating Agreement (Apollo Asset Backed Credit Co LLC)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets or lessee or guarantor to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be customary, necessary and and/or appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (ii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iii) 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 entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners partners, for any act or omission by the Manager, its directors, officers, stockholders stockholders, personnel or employees except as provided in Section 11 12 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews the Guidelines and review the Company’s portfolio of InvestmentsAssets but will not review each proposed Asset, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the GuidelinesCompany’s investment criteria, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of an asset from the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed acquisition.
(d) Neither the Company nor the Subsidiaries shall acquire any security issued by any entity managed by the Manager or an affiliate of any Affiliate thereof, or purchase or sell any Asset from or to any entity managed by the Manager that was not or its Affiliates, unless (i) the transaction is approved in advance by a majority of the Independent Directors, then ; and (ii) the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Companytransaction is made in accordance with applicable laws.
(e) In the event that the Company or any Subsidiary invests in, acquires or sells assets to any joint ventures with iStar or its Affiliates, or if the Company or any Subsidiary purchases assets from, sells assets to, arranges financing from, or provides financing to, iStar or any of its Affiliates, any such transactions shall require the approval of the Independent Directors.
(f) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 3 contracts
Samples: Management Agreement (Safety, Income & Growth, Inc.), Management Agreement (Safety, Income & Growth, Inc.), Management Agreement (Safety, Income & Growth, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely and materially affect the Company's or that, in its sole judgment made in good faith, any Subsidiary's status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iv) 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 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 's judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s 's or any Subsidiary’s stockholders 's stockholders, members or partners 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s 's portfolio of InvestmentsAssets but will not review each proposed Asset, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed acquisition.
(d) Neither the Company nor the Subsidiaries shall acquire any security structured or issued by an asset from entity managed by the Manager or an any affiliate of thereof, or purchase or sell any Asset from or to any entity managed by the Manager that was not or its affiliates unless (i) the transaction is made in accordance with the Guidelines; (ii) the transaction is approved in advance by a majority of the Independent Directors, then ; and (iii) the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Companytransaction is made in accordance with applicable laws.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “"errors and omissions” " insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (ZAIS Financial Corp.), Management Agreement (ZAIS Financial Corp.), Management Agreement (ZAIS Financial Corp.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment 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, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 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.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 3 contracts
Samples: Management and Advisory Agreement (New Media Investment Group Inc.), Management and Advisory Agreement (New Media Investment Group Inc.), Management and Advisory Agreement (New Media Investment Group Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets Investments to the Company to make such representations and warranties regarding such assets as may, in the sole judgment made in good faith 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, (i) is not in compliance with the Guidelines or Investment Manual, (ii) would adversely affect can reasonably be expected to result in the status loss of the Company Company’s status as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, (iii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary that would materially adversely affect the Company 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 DirectorsTrustees, the Manager shall promptly notify the Board of Directors Trustees 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 ManagerManager and its Affiliates, its directors, officers, stockholders officers and employees shall not be liable to the Company or any Subsidiary, the Board of DirectorsTrustees, or the Company’s or any Subsidiary’s stockholders shareholders or partners for any act or omission by the Manager, its directorsAffiliates, officers, stockholders officers or employees except as provided in Section 11 of this Agreement10.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Original Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 3 contracts
Samples: Asset Management Agreement, Asset Management Agreement (Spirit Realty Capital, Inc.), Asset Management Agreement (Spirit MTA REIT)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets Investments to the Company to make such representations and warranties regarding such assets as may, in the sole 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.made in good faith 11
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Investment Manual, (ii) would adversely affect can reasonably be expected to result in the status loss of the Company Company’s status as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, (iii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary that would materially adversely affect the Company 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 DirectorsTrustees, the Manager shall promptly notify the Board of Directors Trustees 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 ManagerManager and its Affiliates, its directors, officers, stockholders officers and employees shall not be liable to the Company or any Subsidiary, the Board of DirectorsTrustees, or the Company’s or any Subsidiary’s stockholders shareholders or partners for any act or omission by the Manager, its directorsAffiliates, officers, stockholders officers or employees except as provided in Section 11 of this Agreement10.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Original Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Asset Management Agreement (Spirit Realty, L.P.), Asset Management Agreement (Spirit MTA REIT)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets Investments to the Company to make such representations and warranties regarding such assets as may, in the sole judgment made in good faith 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect can reasonably be expected to result in the status loss of the Company Company’s status as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, (iii) 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.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Original Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Management and Advisory Agreement (New Senior Investment Group Inc.), Management and Advisory Agreement (New Senior Investment Group Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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 actions 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, :
(i) is not in compliance with the Guidelines or Investment Guidelines;
(ii) would adversely and materially affect the status qualification of the Company Colony American Homes REIT as a real estate investment trust REIT under the Code Code;
(iii) would adversely and materially affect Colony American Homes REIT’s or that, in any of its sole judgment made in good faith, Subsidiaries’ status as an entity intended to be exempted or excluded from registration under the Investment Company Act; or
(iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company Colony American Homes REIT or any Subsidiary of its Subsidiaries or that would otherwise not be permitted by such entityColony American Homes REIT’s or any of its relevant Subsidiaries’ Governing Instruments, code of conduct or other compliance or governance policies and procedures. 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 and materially affect such the qualification of Colony American Homes REIT as a REIT, Colony American Homes REIT’s or any of its Subsidiaries’ status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the ManagerManager and its officers, its directors, officersmembers, stockholders managers and employees shall not be liable to the Company Colony American Homes REIT or any Subsidiary, the Board of Directors, its Subsidiaries or the Company’s to any director or stockholder or other owner of Colony American Homes REIT or any Subsidiary’s stockholders of its Subsidiaries for acts or partners for any act or omission by the Manageromissions performed in accordance with and pursuant to this Agreement, its directors, officers, stockholders or employees except as provided in Section 11 12 of this Agreement.
(c) The Manager Board of Directors shall periodically review the Investment Guidelines and Colony American Homes REIT’s portfolio of Investments, but will not (ireview each proposed investment, except as provided in Section 2(k) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directorshereof.
(d) The Manager agrees to be bound by all policies and procedures, including Colony American Homes REIT’s and its Subsidiaries’ code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors periodically reviews from time to time, including those required under the Guidelines Exchange Act, the Securities Act, or by the NYSE (or such other securities exchange on which the Common Stock may be listed), and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelinesto take, then a majority of the Independent Directors will consider what corrective action, if any, can or cause to be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be all actions reasonably required to repurchase cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the asset at the purchase price (plus closing costs) business and affairs of Colony American Homes REIT or any of its Subsidiaries, to be bound by such policies and procedures to the Companyextent applicable to such persons.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which that is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyColony American Homes REIT, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assetsInvestments.
Appears in 2 contracts
Samples: Management Agreement (Colony American Homes, Inc.), Management Agreement (Colony American Homes, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and its Subsidiaries 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely affect the status of the Company or thatthe Subsidiary under the Investment Company Act or the Company’s or any Subsidiary’s reliance on any exemption from registration as an “investment company” under the Investment Company Act, in its sole judgment made in good faith, or (iv) 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 entitythe 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 or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsAssets but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of an asset from the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment.
(d) The Company shall not invest in any investment vehicle managed by the Manager or an affiliate of any Affiliate thereof, unless (i) the Manager that was not investment is made in accordance with the Guidelines and (ii) such investment is approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and its Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Management Agreement (Annaly Capital Management Inc), Management Agreement (CreXus Investment Corp.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iv) 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 entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its officers, stockholders, members, managers, personnel, directors, officers, stockholders any Person controlling or controlled by the Manager and employees any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners partners, for any act or omission by the Manager, its directors, officers, stockholders or employees any such Person except as provided in Section 11 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsAssets but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of an asset the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment.
(d) Neither the Company nor the Subsidiaries shall invest in any security structured or issued by, or purchase or sell any Asset from or to, Pine River, Provident, any entity managed by the Manager or an affiliate any venture or Affiliate of any of them unless (i) the Manager that was not transaction is made in accordance with the Guidelines; (ii) the transaction is approved in advance by at least a majority of of, or a committee appointed by, the Independent Directors, then ; and (iii) the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Companytransaction is made in accordance with applicable laws.
(e) The Manager shall use its best efforts at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
(f) Any investment in, or acquisition or sale of assets from or to, Pine River, Provident, any entity managed by the Manager or any venture or Affiliate of any of them shall require the approval of the Independent Directors or a committee appointed by the Independent Directors.
(g) If at any time the Manager shall have reason to believe that there is a conflict between its duties and obligations to the Company and its duties and obligations to any other client, the Manager shall notify the Company immediately. In the event of any such conflict of interest, the Manager and the Company shall negotiate in good faith regarding the establishment of appropriate policies and procedures to ensure that conflicts of interest are resolved in a manner that is fair and equitable to all parties. Without limiting the foregoing, the Manager will put in effect appropriate procedures under the circumstances to ensure that the proprietary data of the Company and the Subsidiaries’ is protected and is neither disclosed to any third party without the Company’s consent nor used to give any party an improper competitive advantage. In allocating expenses between the Company and other clients, the Manager will allocate expenses that are specific to a given client to such client, and will allocate expenses that are determined by the Manager, acting in good faith, to be attributable to more than one client on a fair and equitable basis among the various clients for which such expenses were incurred. The Manager shall act in good faith to represent and treat all of its clients substantially equally, including the Company, in rendering services, and shall, upon the Company’s reasonable request, provide data and reports on a confidential basis evidencing the allocation of expenses among different clients (whose identities may be withheld), including vacancy rates, turnover rates and average lease terms in each relevant market.
Appears in 2 contracts
Samples: Management Agreement (Silver Bay Realty Trust Corp.), Management Agreement (Silver Bay Realty Trust Corp.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with would adversely and materially affect SpinCo’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Guidelines Investment Company Act or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 SpinCo or any Subsidiary or that would otherwise not be permitted by such entitySpinCo’s Governing Instruments. If the Manager is ordered to take any such action by the Board of DirectorsTrustees, the Manager shall promptly notify the Board of Directors Trustees of the Manager’s judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any person providing sub-advisory services to the Manager shall not be liable to the Company SpinCo or any Subsidiary, the Board of DirectorsTrustees, or the CompanySpinCo’s or any Subsidiary’s stockholders stockholders, members or partners partners, for any act or omission by the Manager, its directors, officers, stockholders stockholders, personnel or employees except as provided in Section 11 12 of this Agreement.
(cb) The Board of Trustees shall periodically review SpinCo’s portfolio of Assets. The Manager shall not be permitted to rely upon the direction of the Secretary of SpinCo to evidence the approval of the Board of Trustees or the Independent Trustees with respect to a proposed transaction involving the Assets.
(ic) consummate Neither SpinCo nor the Subsidiaries shall acquire or dispose of any transaction which would involve the acquisition security issued by the Company of property in which SAFE or any entity managed by the Manager or any affiliate thereof has an ownership interest Affiliate thereof, other than the acquisition of the shares of SAFE that are part of SpinCo’s portfolio at the time of the Spin-Off, or the sale purchase or sell any Asset from or to any entity managed by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contractits Affiliates, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(di) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not is approved in advance by a majority of the Independent DirectorsTrustees; and (ii) the transaction is made in accordance with applicable laws and the Governance Agreement.
(d) In the event that SpinCo or any Subsidiary invests in, then acquires or sells assets to any joint ventures with iStar or its Affiliates, or if SpinCo or any Subsidiary purchases assets from, sells assets to, arranges financing from, or provides financing to, iStar or any of its Affiliates, any such transactions shall require the Manager may be required to repurchase approval of the asset Independent Trustees other than the acquisition of the shares of SAFE that are part of SpinCo’s portfolio at the purchase price (plus closing costs) time of the Spin-Off, and other than the secured term loan being provided by SAFE to SpinCo in connection with the CompanySpin-Off.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of SpinCo and the CompanySubsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Management Agreement (Istar Inc.), Management Agreement (Star Holdings)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to Person entering into any agreement with the Company Managed Entities to make such representations and warranties regarding such assets warranties, if any, 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 InvestmentsManaged Entities and the Business.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance in all material respects with the Guidelines or Partnership’s Agreement of Limited Partnership and the guidelines and policies as then in effect, (ii) would adversely affect would, to the status knowledge of the Company as a real estate investment trust under the Code or thatManager, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over any of the Company Managed Entities or any Subsidiary or that would otherwise not be permitted by such entity’s the relevant Governing Instruments. If the Manager is ordered to take any such action by any of the Board of DirectorsManaged Entities, the Manager shall promptly notify the Board of Directors General Partner 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, neither the Manager, nor its Affiliates, members, managers, directors, officers, stockholders and or employees shall not be liable to the Company or any SubsidiaryManaged Entities, the Board of DirectorsGeneral Partner, or the Company’s Managed Entities’ limited partners, interest holders or any Subsidiary’s stockholders or partners shareholders, for any act or omission by the Manager, its Affiliates, members, managers, directors, officers, stockholders or employees except as provided in Section 11 of this AgreementSECTION 14.
(c) The Notwithstanding any other provision contained herein, the Manager shall not (i) consummate any transaction which would involve the acquisition by any of the Company Managed Entities of property an asset in which the Manager or any affiliate thereof of its Affiliates has an a direct or indirect ownership interest or the sale by any of the Company Managed Entities of property an asset to the Manager or any affiliate thereofof its Affiliates or to any Person in which the Manager or any of its Affiliates has a direct or indirect ownership interest, or (ii) under circumstances where the Manager is subject to an actual or potential material conflict of interest because it manages both the Company Managed Entities and another Person (not an Affiliate of the CompanyManaged Entities) with which any of the Company Managed Entities has a contractual relationship, or otherwise, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews . As applicable now or in the Guidelines and future, to the Company’s portfolio of Investments. If a majority of extent that any such transaction is approved by the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with such consent shall constitute client consent to principal trades pursuant to the Guidelines, then a majority provisions of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition Investment Advisers Act of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company1940.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Management Agreement (Steel Partners Holdings L.P.), Management Agreement (Steel Partners Holdings L.P.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets Investments to the Company and the Subsidiaries 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, :
(i) is not in compliance with the Guidelines or Investment Guidelines;
(ii) would adversely and materially affect the status qualification of the Company as a real estate investment trust REIT under the Code Code;
(iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act; or
(iv) 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 entitythe Company’s Governing Instruments, code of conduct or other compliance or governance policies and procedures or those of the applicable National Securities Exchange on which the Common Stock is listed. 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 if it is the Manager’s judgment that such action would adversely and materially affect such the qualification of the Company as a REIT, the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the ManagerManager and its officers, its directors, officersmembers, stockholders managers and employees shall not be liable to the Company or any Subsidiary, Subsidiary or to any director or stockholder of the Board of Directors, or the Company’s Company or any Subsidiary’s stockholders Subsidiary for acts or partners for any act or omission by the Manageromissions performed in accordance with and pursuant to this Agreement, its directors, officers, stockholders or employees except as provided in Section 11 13 of this Agreement.
(c) The Board of Directors may periodically review the Investment Guidelines and the Company’s and the Subsidiaries’ portfolio of Investments, but will not review each proposed investment; provided that the Manager shall not consummate on behalf of the Company or any Subsidiary any transaction (other than a transaction that constitutes a co-investment, which is addressed in Section 3(c)(iii) above) that involves (i) consummate the sale of any transaction which would involve investment to, (ii) the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereofinvestment from, (iii) investing in, (iv) merging with, (v) arranging financing from, or (iivi) under circumstances where the Manager is subject to an actual providing financing to, Constellation, any Other Constellation Fund or potential conflict any of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contracttheir Affiliates, unless such transaction (A) is on terms no more favorable to Constellation, any Other Constellation Fund or action, as the case may any of their Affiliates than would be obtained from a third party on an arm’s length basis and in each case, is (B) has been approved by a majority of the Independent Directors.
(d) The Board . In connection with the foregoing, it is understood and/or agreed for greater certainty that, while conflicts of Directors periodically reviews interests may arise from time-to-time in connection with the Guidelines investment activities of the Company, Constellation and the Other Constellation Funds (including as more fully described in Sections 3(c) and 3(d) above) and the Manager will seek to resolve any such conflicts of interest in a fair and equitable manner in accordance with the Investment Allocation Policy, to the extent applicable, and its prevailing policies and procedures with respect to conflicts resolution among Other Constellation Funds generally, there can be no assurance that any such conflicts will be resolved in favor of the Company and the Subsidiaries and only those transactions set forth above shall be required to be presented for approval by the Independent Directors; provided that the foregoing shall not limit the ability of the Manager, in its discretion, to present additional matters involving the Company and/or the Subsidiaries to the Independent Directors from time-to-time for review, advice and/or approval to the extent the Manager reasonably determines that doing so is appropriate under the circumstances (including as a result of a determination that such matters give rise to material conflicts of interest that are appropriate to be reviewed and/or approved by the Independent Directors); provided further that if (x) the majority of the Independent Directors approve any matter or transaction presented for their approval despite a conflict of interest after the Manager has disclosed all material facts relating to such conflict of interest or (y) the Manager acts in a manner, or pursuant to standards or procedures, approved by a majority of the Independent Directors with respect to such conflicts of interest that arise or may arise from time to time, then the Manager shall not have any liability to the Company’s portfolio , the Subsidiaries or any of Investmentstheir respective equityholders by reason of such conflict of interest for actions in respect of such matter taken in good faith by any of them, including actions in the pursuit of their own interests. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of an asset from the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment.
(d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or an affiliate by the applicable National Securities Exchange on which the Common Stock is listed, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates (including Constellation) who are involved in the business and affairs of the Manager that was not approved in advance Company, to be bound by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) such policies and procedures to the Companyextent applicable to such Persons.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which that is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Master Combination Agreement (Colony NorthStar, Inc.), Master Combination Agreement (NorthStar Real Estate Income II, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 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.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors.
(e) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Management and Advisory Agreement (Newcastle Investment Corp), Management and Advisory Agreement (New Residential Investment Corp.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment Investment assets to the Company to make such representations and warranties regarding such assets as may, in the sole judgment made in good faith 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect can reasonably be expected to result in the status loss of the Company Company’s status as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, (iii) 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.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Original Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Management and Advisory Agreement (New Senior Investment Group Inc.), Management and Advisory Agreement (New Senior Investment Group Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iv) 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 entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners partners, for any act or omission by the Manager, its directors, officers, stockholders stockholders, personnel or employees except as provided in Section 11 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsAssets but will not review each proposed Asset, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed acquisition.
(d) Neither the Company nor the Subsidiaries shall acquire any security structured or issued by an asset from entity managed by the Manager or an affiliate of any Affiliate thereof, or purchase or sell any Asset from or to any entity managed by the Manager that was not or its Affiliates unless (i) the transaction is made in accordance with the Guidelines; (ii) the transaction is approved in advance by a majority of the Independent Directors, then ; and (iii) the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Companytransaction is made in accordance with applicable laws.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
(f) In the event that the Company invests in, acquires or sells assets to any joint ventures with Apollo or its Affiliates or if it purchases assets from, sells assets to or arranges financing from or provides financing to Apollo, Apollo sponsored funds, including new affiliated potential pooled investment vehicles or managed accounts not yet established, whether managed or sponsored by Apollo’s Affiliates or the Manager, any such transactions shall require the approval of the Independent Directors.
Appears in 2 contracts
Samples: Management Agreement (Apollo Commercial Real Estate Finance, Inc.), Management Agreement (Apollo Commercial Real Estate Finance, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment 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, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 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.
(c) The Manager shall not (i) consummate any transaction which that would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which that is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which that is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Management and Advisory Agreement (New Media Investment Group Inc.), Merger Agreement (Gannett Co., Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and its Subsidiaries 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely affect the status of the Company or thatthe Subsidiary under the Investment Company Act or the Company’s or any Subsidiary’s reliance on any exemption from registration as an “investment company” under the Investment Company Act, in its sole judgment made in good faith, or (iv) 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 entitythe 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 foregoingforegoing or any other provisions of this Agreement, 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 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsAssets but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(ed) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage (which may be in the form of combined insurance policies with the Company) that is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and its Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
(e) The Manager shall use its commercially reasonable efforts to ensure that the individuals listed on Exhibit B, each of whom is a member or employee of the Manager, the Company or a Subsidiary, comply with the applicable stock ownership guidelines set forth thereon (such stock ownership guidelines as may be amended from time to time by the Board of Directors, the “Stock Ownership Guidelines”). For purposes of calculating compliance with the Stock Ownership Guidelines, all vested shares of Common Stock (including vested shares from any restricted share grants) owned by an individual listed on Exhibit B shall count towards the number of shares of Common Stock or the aggregate dollar value of Common Stock, as applicable, such individual is required to own. For the avoidance of doubt, all shares of Common Stock subject to the Stock Ownership Guidelines shall remain subject to the Company’s internal policies and procedures, including but not limited to the Manager’s and the Company’s xxxxxxx xxxxxxx policies. The Stock Ownership Guidelines shall terminate as to any individual listed on Exhibit B when the employment of such individual with the Manager, the Company or a Subsidiary, as applicable, terminates.
Appears in 2 contracts
Samples: Management Agreement (Annaly Capital Management Inc), Management Agreement (Annaly Capital Management Inc)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iv) 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 entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners partners, for any act or omission by the Manager, its directors, officers, stockholders stockholders, personnel or employees except as provided in Section 11 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic Assets but will not review of transactions that a particular transaction does not comply with the Guidelineseach proposed Asset, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.except as otherwise provided
Appears in 2 contracts
Samples: Management Agreement (Apollo Residential Mortgage, Inc.), Management Agreement (Apollo Residential Mortgage, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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 faithjudgment, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iv) 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 entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its officers, stockholders, members, managers, personnel, directors, officers, stockholders any Person controlling or controlled by the Manager and employees any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners partners, for any act or omission by the Manager, its directors, officers, stockholders or employees any such Person except as provided in Section 11 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment.
(d) Neither the Company nor the Subsidiaries shall invest in any security structured or issued by an asset from entity managed by the Manager or an any affiliate of thereof, unless (i) the Manager that was not Investment is made in accordance with the Guidelines; (ii) such Investment is approved in advance by a majority at least one of the Independent Directors, then ; and (iii) the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the CompanyInvestment is made in accordance with applicable laws.
(e) The Manager shall use its best efforts to at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Management Agreement (Two Harbors Investment Corp.), Management Agreement (Capitol Acquisition Corp)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company to make such representations and warranties and take such other actions 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 and in light of general marketplace conventions 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, the Company’s status as an entity excluded from regulation as an investment company under the Investment Company Act or (iii) 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 entitythe 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 or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders shareholders or partners 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) Any acquisition by the Company of debt or equity securities issued by a CDO or CLO issuer that has been structured or will be managed by Xxxxx Bros. or any of its Affiliates, and any borrowings by the Company from the Manager or its Affiliates (including Xxxxx Bros.), acting as lenders, shall be approved by a majority of the Company’s Independent Directors in accordance with the Guidelines.
(d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property an asset in which the Manager or any affiliate Affiliate thereof has an ownership interest interest, or the sale by the Company of property an asset of the Company to the Manager or any affiliate Affiliate thereof; or a transaction in which it is contemplated that the Manager or any Affiliate thereof will co-invest with the Company; provided, however that (1) it is expressly agreed that if the Company has obtained the approval of a majority of its Independent Directors to purchase an equity interest in a CDO or CLO managed by Xxxxx Bros., the further approval of the Independent Directors shall not be required for the funding or acquisition of particular collateral investments that will be owned by such CDO or CLO; and (2) a warehouse facility or similar financing arrangement for the funding and acquisition of collateral to be held by a CDO or CLO in which the Independent Directors of the Company have approved the purchase of equity securities by the Company shall not be deemed to be a co-investment by the Company and the Manager and its Affiliates; provided further, however, that subject to compliance by the Manager with the Guidelines, the Manager may cause the Company to consummate the sale of a Leveraged Loan investment that collateralizes a warehouse facility to which the Company is a party to a CDO or CLO or other securitization entity that is managed by the Manager or Xxxxx Bros. or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest in the reasonable judgment of the Manager or the Board of Directors because it the Manager manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as in the case may be of each of (i) and in each case(ii), is approved by without the approval of a majority of the Independent Directors.
(de) The parties acknowledge that it is contemplated that the Board of Directors will periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage at the Company’s expense which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Interim Management Agreement, Interim Management Agreement (Sunset Financial Resources Inc)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 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.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors.
(e) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Management and Advisory Agreement (Drive Shack Inc.), Management and Advisory Agreement (Newcastle Investment Corp)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, (iii) 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 entitythe 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 or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property an asset in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property an asset to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest interest, in the reasonable judgment of the Manager, because it manages both the Company and another Person (not an Affiliate affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(c) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Management Agreement (Cypress Sharpridge Investments, Inc.), Management Agreement (KKR Financial Corp)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iv) 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 entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, partners or partners members, for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(ed) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Management Agreement (Invesco Mortgage Capital Inc.), Management Agreement (Invesco Mortgage Capital Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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 maymay be, 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, (iii) 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 entitythe 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 or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property an asset in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property an asset to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest interest, in the reasonable judgment of the Manager, because it manages both the Company and another Person (not an Affiliate affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(c) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 2 contracts
Samples: Management Agreement (Cypress Sharpridge Investments, Inc.), Management Agreement (Cypress Sharpridge Investments, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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 reasonable judgment of the Manager, be necessary and appropriateappropriate or as advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as advised by the Board of Directors and consistent with standard industry practice 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, the Company’s status as an entity excluded from investment company status under the Investment Company Act or (iii) 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 entitythe 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 or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners 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) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors.
(d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property an asset in which the Manager or any affiliate Affiliate thereof has an ownership interest or the sale by the Company of property an asset to the Manager or any affiliate Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest interest, in the reasonable judgment of the Manager, or the Board of Directors because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(de) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management Agreement (Deerfield Triarc Capital Corp)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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 actions as it deems necessary or appropriate with regard to the protection of the InvestmentsCompany’s and its Subsidiaries’ Assets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, :
(i) is not in compliance with the Guidelines or this Agreement;
(ii) would adversely and materially affect the status qualification of the Company as a real estate investment trust REIT under the Code or that, in the Company’s or any of its sole judgment made in good faith, Subsidiaries’ status as an entity intended to be exempted or excluded from registration under the Investment Company Act; or
(iii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary of its Subsidiaries or that would otherwise not be permitted by such entitythe Company’s or any of its relevant Subsidiaries’ Governing Instruments, code of conduct or other compliance or governance policies and procedures. 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 and materially affect such the qualification of the Company as a REIT, the Company’s or any of its Subsidiaries’ status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the ManagerManager and its officers, its directors, officersmembers, stockholders managers and employees shall not be liable to the Company or any Subsidiary, of its Subsidiaries or to any director or stockholder or other owner of the Board of Directors, or the Company’s Company or any Subsidiary’s stockholders of its Subsidiaries for acts or partners for any act or omission by the Manageromissions performed in accordance with and pursuant to this Agreement, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve agrees to be bound by all policies and procedures, including the acquisition by the Company Company’s and its Subsidiaries’ code of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or by any securities exchange on which the Common Stock may be listed, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates who are involved in the business and affairs of the Company or any affiliate thereofof its Subsidiaries, or (ii) under circumstances where to be bound by such policies and procedures to the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting extent applicable to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directorspersons.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which that is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to Person entering into any agreement with the Company Managed Entities to make such representations and warranties regarding such assets warranties, if any, 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 InvestmentsManaged Entities and the Business.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance in all material respects with the Guidelines or Partnership’s limited partnership agreement and the guidelines and policies as then in effect, (ii) would adversely affect would, to the status knowledge of the Company as a real estate investment trust under the Code or thatManager, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over any of the Company Managed Entities or any Subsidiary or that would otherwise not be permitted by such entity’s the relevant Governing Instruments. If the Manager is ordered to take any such action by any of the Board of DirectorsManaged Entities, the Manager shall promptly notify the Board of Directors General Partner 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, neither the Manager, nor its Affiliates, members, managers, directors, officers, stockholders and or employees shall not be liable to the Company or any SubsidiaryManaged Entities, the Board of DirectorsGeneral Partner, or the Company’s Managed Entities’ limited partners, interest holders or any Subsidiary’s stockholders or partners shareholders, for any act or omission by the Manager, its Affiliates, members, managers, directors, officers, stockholders or employees except as provided in Section 11 of this AgreementSECTION 13.
(c) The Notwithstanding any other provision contained herein, the Manager shall not (i) consummate any transaction which would involve the acquisition by any of the Company Managed Entities of property an asset in which the Manager or any affiliate thereof of its Affiliates has an a direct or indirect ownership interest or the sale by any of the Company Managed Entities of property an asset to the Manager or any affiliate thereofof its Affiliates or to any Person in which the Manager or any of its Affiliates has a direct or indirect ownership interest, or (ii) under circumstances where the Manager is subject to an actual or potential material conflict of interest because it manages both the Company Managed Entities and another Person (not an Affiliate of the CompanyManaged Entities) with which any of the Company Managed Entities has a contractual relationship, or otherwise, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews . As applicable now or in the Guidelines and future, to the Company’s portfolio of Investments. If a majority of extent that any such transaction is approved by the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with such consent shall constitute client consent to principal trades pursuant to the Guidelines, then a majority provisions of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition Investment Advisers Act of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company1940.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management Agreement (Steel Partners Holdings L.P.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment 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, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 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.
(c) The Manager shall not (i) consummate any transaction which that would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which that is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which that is comparable to that customarily maintained by other managers or servicers of similar assets. SECTION 8.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets Investments to the Company and the Subsidiaries 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, :
(i) is not in compliance with the Guidelines or Investment Guidelines;
(ii) would adversely and materially affect the status qualification of the Company as a real estate investment trust REIT under the Code Code;
(iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act; or
(iv) 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 entitythe Company’s Governing Instruments, code of conduct or other compliance or governance policies and procedures or those of the applicable National Securities Exchange on which the Common Stock is listed. 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 if it is the Manager’s judgment that such action would adversely and materially affect such the qualification of the Company as a REIT, the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the ManagerManager and its officers, its directors, officersmembers, stockholders managers and employees shall not be liable to the Company or any Subsidiary, Subsidiary or to any director or stockholder of the Board of Directors, or the Company’s Company or any Subsidiary’s stockholders Subsidiary for acts or partners for any act or omission by the Manageromissions performed in accordance with and pursuant to this Agreement, its directors, officers, stockholders or employees except as provided in Section 11 13 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Master Combination Agreement (NorthStar Real Estate Income II, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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 reasonable judgment of the Manager, be necessary and appropriateappropriate or as advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as advised by the Board of Directors and consistent with standard industry practice 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, the Company's status as an entity excluded from investment company status under the Investment Company Act or (iii) 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 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 '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 's or any Subsidiary’s 's stockholders or partners 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) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors.
(d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property an asset in which the Manager or any affiliate Affiliate thereof has an ownership interest or the sale by the Company of property an asset to the Manager or any affiliate Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest interest, in the reasonable judgment of the Manager or the Board of Directors, because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(de) The Board of Directors periodically reviews the Guidelines and the Company’s 's portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their the periodic review of transactions by the Independent Directors, that a particular transaction does not comply with the GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal termRenewal Term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the The Manager shall at all times during the term of this Agreement maintain “"errors and omissions” " insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each borrower, guarantor, seller or transferor of investment assets to the Company an Investment to make such representations and warranties regarding such assets Investments as may, may be in the judgment of the Manager, be Manager 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, that (i) is not in compliance with the Guidelines or (other than as authorized by the Company upon request by the Manager); (ii) would could adversely affect the status of the Company as a real estate investment trust REIT under the Code (including with respect to directing or that, managing any investment by the Company in its sole judgment made in good faith, securities); (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company Company; or any Subsidiary or that (v) would otherwise not be permitted by such entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any SubsidiaryCompany, the Board of Directors, or the Company’s stockholders, members or any Subsidiary’s stockholders or partners partners, for any act or omission by the Manager, its directors, officers, stockholders stockholders, personnel or employees except as provided in Section 11 15 of this Agreement.
(c) The Manager Company shall not (i) consummate any transaction which would involve have the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property right to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed Investment, except as otherwise provided herein. If a majority of the Independent Directors determine Company determines in their its periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors Company will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority secretary of the Independent Directors, then Company to evidence the Manager may be required approval of the Board of Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed acquisition.
(ed) The Manager shall procure no later than the date of the initial funding of CMTG Equity Capital and thereafter maintain at all times at its expense (subject to reimbursement pursuant to Section 13(iii)(y) and Section 13(xx) (but only to the extent that such costs and expenses are contemplated by the then approved Annual Budget)) during the term of this Agreement the insurance coverage described in Exhibit B attached hereto, provided that approval by the Company shall be required prior to procurement of an insurance policy or policies furnishing such coverage. The Manager shall furnish to the Company upon first procuring and thereafter prior to the renewal effective date of each insurance policy, a certificate evidencing such insurance setting forth (including i) the Initial Term amount(s) and any renewal termtypes of coverage, (ii) maintain a tangible net worth equal to or greater than $1,000,000policy number(s), (iii) expiration date(s), (iv) carrier name(s), and (v) retention. AdditionallyFurthermore, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar promptly provide notice to the assets Company of any termination or reduction in the amount or scope of coverage or any increase in the retention of coverage.
(e) In the event that the Company purchases Target Investments from or sells Investments to MRECS or its Affiliates or their respective managed investment vehicles or accounts, any such transaction shall require the approval of the Company.
(f) In the event that the Company enters into any joint venture arrangements with MRECS or its Affiliates or their respective managed investment vehicles or accounts, or if the Company invests in an amount which is comparable or arranges financing from or provides financing to that customarily maintained by other managers MRECS or servicers its Affiliates or their respective managed investment vehicles or accounts, any such transaction shall require the approval of similar assetsthe Company.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to Person entering into any agreement with the Company Managed Entities to make such representations and warranties regarding such assets warranties, if any, 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 InvestmentsManaged Entities and the Business.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance in all material respects with the Guidelines or Partnership’s Agreement of Limited Partnership and the guidelines and policies as then in effect, (ii) would adversely affect would, to the status knowledge of the Company as a real estate investment trust under the Code or thatManager, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over any of the Company Managed Entities or any Subsidiary or that would otherwise not be permitted by such entity’s the relevant Governing Instruments. If the Manager is ordered to take any such action by any of the Board of DirectorsManaged Entities, the Manager shall promptly notify the Board of Directors General Partner 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, neither the Manager, nor its Affiliates, members, managers, directors, officers, stockholders and or employees shall not be liable to the Company or any SubsidiaryManaged Entities, the Board of DirectorsGeneral Partner, or the Company’s Managed Entities’ limited partners, interest holders or any Subsidiary’s stockholders or partners shareholders, for any act or omission by the Manager, its Affiliates, members, managers, directors, officers, stockholders or employees except as provided in Section 11 of this AgreementSECTION 13.
(c) The Notwithstanding any other provision contained herein, the Manager shall not (i) consummate any transaction which would involve the acquisition by any of the Company Managed Entities of property an asset in which the Manager or any affiliate thereof of its Affiliates has an a direct or indirect ownership interest or the sale by any of the Company Managed Entities of property an asset to the Manager or any affiliate thereofof its Affiliates or to any Person in which the Manager or any of its Affiliates has a direct or indirect ownership interest, or (ii) under circumstances where the Manager is subject to an actual or potential material conflict of interest because it manages both the Company Managed Entities and another Person (not an Affiliate of the CompanyManaged Entities) with which any of the Company Managed Entities has a contractual relationship, or otherwise, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews . As applicable now or in the Guidelines and future, to the Company’s portfolio of Investments. If a majority of extent that any such transaction is approved by the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with such consent shall constitute client consent to principal trades pursuant to the Guidelines, then a majority provisions of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition Investment Advisers Act of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company1940.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management Agreement (Steel Partners Holdings L.P.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 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.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management and Advisory Agreement (New Residential Investment Corp.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets REIT Investments to the Company to make such representations and warranties regarding such assets 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 InvestmentsCompany's investments.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company REIT as a real estate investment trust under the Code 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 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 DirectorsREIT, 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 DirectorsOperating Partnership, 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.any
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such investment is made in accordance with the Guidelines and the Company’s portfolio of Investments. If or (ii) such investment is approved in advance by a majority of the Independent Directors.
(e) The Independent Directors will review the transactions of the Company quarterly. If the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management and Advisory Agreement (Northstar Capital Investment Corp /Md/)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with the Guidelines or Investment Manual, (ii) would adversely affect can reasonably be expected to result in the status loss of the Company Company’s status as a real estate investment trust REIT under the Code (until such time that the Board of Trustees determines that the Company should no longer qualify as a REIT) or that, in its sole judgment made in good faith, (iii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary that would materially adversely affect the Company 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 DirectorsTrustees, the Manager shall promptly notify the Board of Directors Trustees 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 ManagerManager and its Affiliates, its directors, officers, stockholders officers and employees shall not be liable to the Company or any Subsidiary, the Board of DirectorsTrustees, or the Company’s or any Subsidiary’s stockholders shareholders or partners for any act or omission by the Manager, its directorsAffiliates, officers, stockholders officers or employees except as provided in Section 11 of this Agreement10.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which Either the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereofits sole stockholder, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationshipSRLP, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and its Subsidiaries 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely affect the status of the Company or thatthe Subsidiary under the Investment Company Act or the Company’s or any Subsidiary’s reliance on any exemption from registration as an “investment company” under the Investment Company Act, in its sole judgment made in good faith, or (iv) 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 entitythe 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 foregoingforegoing or any other provisions of this Agreement, 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 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsAssets but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(ed) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and its Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
(e) Each of executive officers initially provided by the Manager pursuant to Section 3(a) (Wellington X. Xxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxx, R. Xxxxxxxx Xxxxx and Xxxxx X. Xxxxxxxxx) shall, respectively, own an amount of the Company’s shares of common stock equal to at least six times their respective 2012 base salaries with the Company within three years from the Effective Date. For purposes of this requirement, vested shares from any restricted share grants shall be included in the amount of the Company's shares of common stock owned by the executive officers.
Appears in 1 contract
Samples: Management Agreement (Annaly Capital Management Inc)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be excluded from the definition of “investment company” under the Investment Company Act or (iv) would materially 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 entitythe Company’s Governing InstrumentsInstruments or Conduct Policies. 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 and materially affect such status or violate any such law, rule or regulation or the Governing InstrumentsInstruments or Conduct Policies. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, other personnel and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners partners, for any act or omission by the Manager, its directors, officers, stockholders stockholders, personnel or employees except as provided in Section 11 12 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsAssets but will not review each proposed Asset, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed acquisition.
(ed) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which that is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyAssets, in an amount which that is comparable to that customarily maintained by other managers or servicers of similar assets.
(e) In the event that the Company purchases Assets from or sells Assets to the Manager or its Affiliates or their respective managed investment vehicles or accounts, any such transaction shall be made in accordance with the Manager’s then prevailing cross-trade policies and procedures; provided, however, that if such transaction does not comply with the Manager’s then prevailing cross-trade policies and procedures, such transaction shall require the approval of a majority of the Independent Directors.
(f) In the event that the Company enters into any joint venture arrangements with the Manager or its Affiliates or their respective managed investment vehicles or accounts, or if the Company invests in (other than temporary investments for cash management purposes) or arranges financing from or provides financing to the Manager or its Affiliates or their respective managed investment vehicles or accounts, any such transaction shall require the approval of a majority of the Independent Directors.
(g) On occasions when the Manager deems the purchase or sale of an investment to be in the best interest of the Company as well as other managed investment vehicles or accounts of the Manager or its Affiliates, to the extent permitted by applicable law, the Manager may aggregate the investments to be sold or purchased in order to obtain the best execution of the order or lower brokerage commissions, if any. The Manager may also on occasion purchase or sell a particular investment for one or more managed investment vehicles or accounts of the Manager or its Affiliates in different amounts.
Appears in 1 contract
Samples: Management Agreement (PIMCO Mortgage Income Trust Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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 InvestmentsInfrastructure Assets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with would adversely and materially affect the Guidelines Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from the definition of an investment company under the Investment Company Act or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 such entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders shareholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders shareholders, members or partners partners, for any act or omission by the Manager, its directors, officers, stockholders shareholders, personnel or employees except as provided in Section 11 of this Agreement.
(c) The Board of Directors shall periodically review the Company’s holdings of Infrastructure Assets but will not review each proposed Infrastructure Asset, except as otherwise provided herein. The Manager shall not (i) consummate any transaction which would involve be permitted to rely upon the acquisition by direction of the Secretary of the Company to evidence the approval of property in which the Manager or any affiliate thereof has an ownership interest Board of Directors or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or Independent Directors with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directorsproposed acquisition.
(d) The Board of Directors periodically reviews Neither the Guidelines and Company nor the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of Subsidiaries shall acquire any security structured or issued by an asset from entity managed by the Manager or an affiliate of any Affiliate thereof, or purchase or sell any Infrastructure Asset from or to any entity managed by the Manager that was not or its Affiliates unless (i) the transaction is approved in advance by a majority of the Independent Directors, then ; and (ii) the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Companytransaction is made in accordance with applicable laws.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment other managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
(f) In the event that the Company invests in, acquires or sells assets to any joint ventures with Apollo or its Affiliates or if it purchases assets from, sells assets to or arranges financing from or provides financing to Apollo, Apollo sponsored funds, including new affiliated potential pooled investment vehicles or managed accounts not yet established, whether managed or sponsored by Xxxxxx’s Affiliates or the Manager, any such transactions shall require the approval of the Independent Directors.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall be subject to, and shall at all times act in accordance with, the Investment Policies.
(b) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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 and realization of the Investments.
(bc) The Manager shall refrain from any action that, in its sole judgment made in good faith, judgment: (i) is not in compliance with the Guidelines or (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code; (ii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or (iii) 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 entitythe Company’s Governing InstrumentsDocuments. 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 and materially affect such status or violate any such law, rule or regulation or the Governing InstrumentsDocuments. Notwithstanding the foregoing, the Manager, its officers, stockholders, members, managers, personnel, directors, officers, stockholders any Person controlling or controlled by the Manager and employees any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners partners, for any act or omission by the Manager, its directors, officers, stockholders or employees any such Person except as provided in Section 11 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews the Guidelines and review the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the GuidelinesInvestment Policies, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(e) Neither the Company nor the Subsidiaries shall invest in any security structured or issued by an entity managed by the Manager or any Affiliate thereof, or purchase or sell any Asset from or to any entity managed by the Manager or its Affiliates, unless: (i) the transaction is made in accordance with the Investment Policies; and (ii) the transaction is made in accordance with applicable laws.
(f) The Manager shall use its best efforts to at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a27) 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.
(b28) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 such entity’s '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 '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 's or any Subsidiary’s '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.
(c29) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d30) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors.
(31) The Board of Directors periodically reviews the Guidelines and the Company’s 's portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e32) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “"errors and omissions” " insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management and Advisory Agreement (Newcastle Investment Corp)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall shall, as a precondition to any investment, require each seller or transferor of investment assets to any of the Company Partnership Companies to make such representations representations, warranties and warranties covenants regarding such assets as may, in the reasonable judgment of the Manager, be necessary and appropriateappropriate or as advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems reasonably necessary or appropriate or as reasonably advised by the Board of Directors 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would materially adversely affect the status of the Company or any other relevant Partnership Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, any of the Companies’ status as an entity excluded from the Investment Company Act or (iii) 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 any of the Companies’ 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.
(c) The Manager shall not knowingly (i) consummate any transaction which that would involve the acquisition by any of the Company Companies of property an asset in which the Manager or any affiliate Affiliate thereof has an a material ownership interest or the sale by any of the Company Companies of property an asset to the Manager or any affiliate Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest interest, in the reasonable judgment of the Manager or the Board of Directors, because it the Manager manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors; provided, that this Section 7(c) shall not apply to (A) any redemption of Common Units by the Company pursuant to the Operating Partnership Agreement and (B) the transactions pursuant to which the Companies acquire or acquired the Initial Portfolio (as such term is defined in the Registration Statement).
(d) The Board of Directors periodically reviews shall have the Guidelines and right, but not the Company’s portfolio of Investmentsobligation, to review each proposed investment. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(c) above), then a majority of the Independent Directors will consider may determine what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset certificate or other writing from the Manager or an affiliate Secretary of the Manager that was not approved in advance by a majority Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal or cause to or greater than $1,000,000. Additionally, during such period the Manager shall maintain be maintained “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyAssets, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to Person entering into any agreement with the Company Managed Entities to make such representations and warranties regarding such assets warranties, if any, 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 InvestmentsManaged Entities and the Business.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance in all material respects with the Partnership’s Agreement of Limited Partnership and the Guidelines or as then in effect, (ii) would adversely affect would, to the status knowledge of the Company as a real estate investment trust under the Code or thatManager, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over any of the Company Managed Entities or any Subsidiary or that would otherwise not be permitted by such entity’s the relevant Governing Instruments. If the Manager is ordered to take any such action by any of the Board of DirectorsManaged Entities, the Manager shall promptly notify the Board of Directors General Partner 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, neither the Manager, nor its Affiliates, members, managers, directors, officers, stockholders and or employees shall not be liable to the Company or any SubsidiaryManaged Entities, the Board of DirectorsGeneral Partner, or the Company’s Managed Entities’ limited partners, interest holders or any Subsidiary’s stockholders or partners shareholders, for any act or omission by the Manager, its Affiliates, members, managers, directors, officers, stockholders or employees except as provided in Section 11 of this AgreementSECTION 14.
(c) The Notwithstanding any other provision contained herein, the Manager shall not (i) consummate any transaction which would involve the acquisition by any of the Company Managed Entities of property an asset in which the Manager or any affiliate thereof of its Affiliates has an a direct or indirect ownership interest or the sale by any of the Company Managed Entities of property an asset to the Manager or any affiliate thereofof its Affiliates or to any Person in which the Manager or any of its Affiliates has a direct or indirect ownership interest, or (ii) under circumstances where the Manager is subject to an actual or potential material conflict of interest because it manages both the Company Managed Entities and another Person (not an Affiliate of the CompanyManaged Entities) with which any of the Company Managed Entities has a contractual relationship, or otherwise, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews . As applicable now or in the Guidelines and future, to the Company’s portfolio of Investments. If a majority of extent that any such transaction is approved by the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with such consent shall constitute client consent to principal trades pursuant to the Guidelines, then a majority provisions of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition Investment Advisers Act of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company1940.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management Agreement (Steel Partners Holdings L.P.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would cause the Company to be treated as an association or publicly traded partnership taxable as a corporation, (iii) would adversely affect the status of the Company KKR Corp. as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, (iv) 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 entitythe 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 or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders shareholders, interest holders or partners 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property an asset in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property an asset to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest interest, in the reasonable judgment of the Manager, because it manages both the Company and another Person (not an Affiliate affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(c) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment 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, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 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.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management and Advisory Agreement (New Media Investment Group Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iv) 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 entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsAssets but will not review each proposed Asset, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed acquisition.
(d) Neither the Company nor the Subsidiaries shall acquire any security structured or issued by an asset from entity managed by the Manager or an any affiliate of thereof, or purchase or sell any Asset from or to any entity managed by the Manager that was not or its affiliates unless (i) the transaction is made in accordance with the Guidelines; (ii) the transaction is approved in advance by a majority of the Independent Directors, then ; and (iii) the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Companytransaction is made in accordance with applicable laws.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
(f) The Manager shall provide the Company with at least [30] days’ prior written notice of any proposed changes to its allocation policies, which notice shall set forth the proposed changes.
Appears in 1 contract
Samples: Management Agreement (Sutherland Asset Management Corp)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets Investments to the Company and the Subsidiaries 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, :
(i) is not in compliance with the Guidelines or Investment Guidelines;
(ii) would adversely and materially affect the status qualification of the Company as a real estate investment trust REIT under the Code Code;
(iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act; or
(iv) 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 entitythe Company’s Governing Instruments, code of conduct or other compliance or governance policies and procedures. 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 and materially affect such the qualification of the Company as a REIT, the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the ManagerManager and its officers, its directors, officersmembers, stockholders managers and employees shall not be liable to the Company or any Subsidiary, Subsidiary or to any director or stockholder of the Board of Directors, or the Company’s Company or any Subsidiary’s stockholders Subsidiary for acts or partners for any act or omission by the Manageromissions performed in accordance with and pursuant to this Agreement, its directors, officers, stockholders or employees except as provided in Section 11 12 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Investment Guidelines and the Company’s portfolio of Investments, but will not review each proposed investment, except as provided in Section 2(k) hereof. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of an asset from the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment
(d) The Manager agrees to be bound by all policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act, the Securities Act, or an affiliate by the NYSE, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates (including Colony Capital) who are involved in the business and affairs of the Manager that was not approved in advance Company, to be bound by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) such policies and procedures to the Companyextent applicable to such persons.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which that is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with the Guidelines or Investment Manual, (ii) would adversely affect can reasonably be expected to result in the status loss of the Company Company’s status as a real estate investment trust REIT under the Code (until such time that the Board of Trustees determines that the Company should no longer qualify as a REIT) or that, in its sole judgment made in good faith, (iii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary that would materially adversely affect the Company 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 DirectorsTrustees, the Manager shall promptly notify the Board of Directors Trustees of the Manager’s judgment that such action would US-DOCS\107885844.6 adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the ManagerManager and its Affiliates, its directors, officers, stockholders officers and employees shall not be liable to the Company or any Subsidiary, the Board of DirectorsTrustees, or the Company’s or any Subsidiary’s stockholders shareholders or partners for any act or omission by the Manager, its directorsAffiliates, officers, stockholders officers or employees except as provided in Section 11 of this Agreement10.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which Either the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereofits sole stockholder, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationshipSRLP, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets REIT Investments to the Company to make such representations and warranties regarding such assets 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 InvestmentsCompany's investments.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company REIT as a real estate investment trust under the Code 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 REIT, the Operating Partnership, or any Subsidiary or that would otherwise not be permitted by such entity’s '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 '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 REIT, the Operating Partnership or any other Subsidiary, the Board of Independent Directors, or the Company’s REIT's or any Subsidiary’s the Operating Partnership'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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such investment is made in accordance with the Guidelines and the Company’s portfolio of Investments. If or (ii) such investment is approved in advance by a majority of the Independent Directors.
(e) The Independent Directors will review the transactions of the Company quarterly. If the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the GuidelinesGuide lines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.can
Appears in 1 contract
Samples: Management and Advisory Agreement (Fortress Investment Corp)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iv) 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 entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager 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 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment.
(d) Neither the Company nor the Subsidiaries shall invest in any security structured or issued by an asset from entity managed by the Manager or an any affiliate of thereof, unless (i) the Manager that was not Investment is made in accordance with the Guidelines; (ii) such Investment is approved in advance by a majority of the Independent Directors, then ; and (iii) the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the CompanyInvestment is made in accordance with applicable laws.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management Agreement (MFResidential Investments, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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 actions as it deems necessary or appropriate in fulfilling its duties pursuant to the Delegation and under this Agreement with regard to the protection of the Investments.
(b) The In the course of its mandate under the Delegation and this Agreement, the Manager shall refrain from any action that, in its sole judgment made in good faith, :
(i) is not in compliance with the Guidelines or Investment Guidelines;
(ii) would adversely and materially affect the status qualification of the Company Nordic Realty as a real estate investment trust REIT under the Code Code;
(iii) would adversely and materially affect Nordic Realty's or that, in any of its sole judgment made in good faith, Subsidiaries' status as an entity intended to be exempted or excluded from registration under the Investment Company Act; or
(iv) 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 the Company's Governing Instruments, code of conduct or other compliance or governance policies and procedures. If the Manager is ordered to take any such action by the Board of DirectorsCompany in connection with the Delegation and this Agreement, the Manager shall promptly notify Nordic GP and the Board of Independent Directors of the Manager’s 's judgment that such action would adversely and materially affect such the qualification of Nordic Realty as a REIT, Nordic Realty's or any of its Subsidiaries' status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the ManagerManager and its officers, its directors, officersmembers, stockholders managers and employees (or their equivalent) shall not be liable to the Company or to any Subsidiarydirector or stockholder or other owner of the Company for acts or omissions performed in accordance with and pursuant to this Agreement, 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 12 of this Agreement.
(c) The Manager Nordic GP and the Independent Directors shall periodically review the Investment Guidelines and Nordic OP's portfolio of Investments, but shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property be required to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in review each case, is approved by a majority of the Independent Directorsproposed investment.
(d) The Manager agrees to be bound by all policies and procedures, including the Company's code of conduct and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees (or their equivalent) that are adopted by the Board of Directors periodically reviews from time to time, including those required under the Guidelines Exchange Act, the Securities Act, or by NASDAQ (or such other securities exchange on which the Common Stock may be listed), and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees (or their equivalent), and any principals, officers or employees (or their equivalent) of its Affiliates who are involved in the business and affairs of the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can to be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance bound by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) such policies and procedures to the Companyextent applicable to such persons.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “"errors and omissions” " or similar insurance coverage and any other insurance coverage which that is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assetsInvestments.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate; provided that the representations and warranties contained in any agreement entered into between the Company, on the one hand, and Provident or any of its Subsidiaries or affiliates on the other hand, shall be approved and/or ratified by a majority of the Independent Directors. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iv) 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 entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsAssets but will not review each proposed Asset, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed acquisition.
(d) At all times, the Manager shall not, on behalf of the Company and the Subsidiaries, acquire any security structured or issued by an asset from entity managed by the Manager or an any affiliate of thereof, or purchase or sell any Asset from or to any entity managed by the Manager that was not or its affiliates unless (i) the transaction is made in accordance with the Guidelines; (ii) the transaction is approved in advance by a majority of the Independent Directors, then ; and (iii) the Manager may be required transaction is made in accordance with applicable laws; provided that the foregoing conditions shall not apply to repurchase any transaction governed by the asset at the purchase price (plus closing costs) to the CompanyStrategic Alliance Agreement.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets Assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management Agreement (Provident Mortgage Capital Associates, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and its Subsidiaries 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely affect the status of the Company or thatthe Subsidiary under the Investment Company Act or the Company’s or any Subsidiary’s reliance on any exemption from registration as an “investment company” under the Investment Company Act, in its sole judgment made in good faith, or (iv) 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 entitythe 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 or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors will periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsAssets but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions the Guidelines and the Company’s portfolio of Assets that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can should be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of an asset from the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment.
(d) The Company shall not invest in any investment vehicle managed by the Manager or an affiliate of any Affiliate thereof, other than Bayview Acquisitions, LLC, unless (i) the Manager that was not investment is made in accordance with the Guidelines and (ii) such investment is approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager at its cost and expense shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and its Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management Agreement (Bayview Mortgage Capital, Inc.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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 reasonable judgment of the Manager, be necessary and appropriateappropriate or as may be advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as may be advised by the Board of Directors and consistent with standard industry practice 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, the Company’s status as an entity excluded from investment company status under the Investment Company Act or (iii) 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 entitythe Company’s Governing Instruments. If the Manager is knowingly 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 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) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors.
(d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property an asset in which the Manager or any affiliate Affiliate thereof has an ownership interest or the sale by the Company of property an asset to the Manager or any affiliate Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest interest, in the reasonable judgment of the Manager, or the Board of Directors because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors; provided, further, that the Company will not invest in any collateralized debt obligation or investment fund managed by the Manager or its Affiliates other than those approved by the Board of Directors and by a majority of the Independent Directors.
(de) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
(g) The Manager shall form an investment committee (the “Investment Committee”), each member of which shall be designated by the Manager and shall serve for an indefinite term. The initial members of the Investment Committee shall be Axxxxx X. Xxxxxx III, who will also serve as initial chairman of the committee, Fxxxxxxxx X. Xxxxxx, Dxxxxx X. Xxxxxx, Xx., Txxxxx X. Xxxxxxxx and Jxxxxx X. Xxxxxx. The Investment Committee shall advise and consult with the Manager with respect to the Company’s investment policies, investment portfolio holdings, financing and leveraging strategies and the Guidelines. The Investment Committee shall meet as regularly as necessary to perform its duties, as reasonably determined by the Investment Committee.
(h) The Manager shall (i) assemble, maintain and provide to the firm designated by the Company to prepare tax returns on behalf of the Company and its subsidiaries (the “Tax Preparer”) information and data required for the preparation of federal, state, local and foreign tax returns, any audits, examinations or administrative or legal proceedings related thereto or any contractual tax indemnity rights or obligations of the Company and its subsidiaries and supervise the preparation and filing of such tax returns, the conduct of such audits, examinations or proceedings and the prosecution or defense of such rights, (ii) provide factual data reasonably requested by the Tax Preparer or the Company with respect to tax matters, (iii) assemble, record, organize and report to the Company data and information with respect to the Investments relative to taxes and tax returns in such form as may be reasonably requested by the Company, (iv) supervise the Tax Preparer in connection with the preparation, filing or delivery to appropriate persons, of applicable tax information reporting forms with respect to the Investments and transactions involving the real estate (including, without limitation, information reporting forms, whether on Form 1099 or otherwise with respect to sales, interest received, interest paid, partnership reports and other relevant transactions); it being understood that, in the context of the foregoing, the Company shall rely on its own tax advisers in the preparation of its tax returns and the conduct of any audits, examinations or administrative or legal proceedings related thereto and that, without limiting the Manager’s obligation to provide the information, data, reports and other supervision and assistance provided herein, the Manager will not be responsible for the preparation of such returns or the conduct of such audits, examinations or other proceedings.
(i) The Manager shall notify the Company of any admission or removal of a general partner of the Manager within a reasonable amount of time after such admission or removal.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company Company, the Subsidiaries and the Additional Parties 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole good faith judgment made in good faith, (i) is would not be in compliance with the Guidelines or Guidelines, (ii) would adversely affect the Company’s or any Subsidiary’s status of the Company as a real estate an entity intended to be exempted or excluded from registration as an investment trust company under the Code or thatInvestment Company Act, in its sole judgment made in good faith, (iii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or Company, any Subsidiary or that any Additional Party or (iv) would otherwise not be permitted by such entity’s the Governing InstrumentsInstruments thereof. 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 judgment, if applicable, that such action would not be in compliance with the Guidelines or 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 Manager shall not be liable to the Company Company, any Subsidiary or any Subsidiary, the Board of Directors, or the Company’s Additional Party or any Subsidiary’s stockholders or partners of their security holders for any act or omission by the Manager, its directors, officers, stockholders members, employees or employees agents except as provided in Section 11 of this AgreementAgreement and the Manager’s directors, officers, members, employees, agents and Affiliates shall not be liable for any such act or omission.
(c) The Unless approved by the Board of Directors, the Manager shall not (i) consummate any transaction which would involve the acquisition by the Company Company, any Subsidiary or any Additional Party of property an asset in which the Manager or any affiliate Affiliate thereof has an ownership interest or the sale by the Company Company, any Subsidiary or any Additional Party of property an Asset to the Manager or any affiliate Affiliate thereof, (ii) consummate any transaction that would involve the acquisition by one or more other client accounts of the Manager of all or a majority of any class of fixed income securities issued by any such Subsidiary, (iii) consummate any transaction that would involve the acquisition by the Company or any Subsidiary of any securities issued by a securitization vehicle in which the Manager or its Affiliates or one or more other clients of the Manager also hold securities, unless such securities are of the same class and are acquired at the same time as by such other client accounts, or (iiiv) under circumstances where the Manager or such Affiliate is subject to an actual or potential conflict of interest because it manages both in the Company and another Person (not an Affiliate reasonable judgment of the Company) with which the Company has a contractual relationshipManager, take any action constituting the granting to the Manager or such Person Affiliate of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, relief under or with respect to the applicable contract. For purposes of this Section 7(c), no Person to whom the Manager or any of its Affiliates provides any services shall be considered an Affiliate with the Manager or any of its Affiliates unless such transaction or action, as the case may be and in each case, is approved by Manager and/or its Affiliates own a majority of the Independent Directorsequity interests of such other Person.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable believed by it to be reasonable in the context of the services being provided by it hereunder.
(e) The Manager shall cause the Company to comply with the various requirements for the Company’s qualification to be taxed as a partnership for U.S. federal income tax purposes, and not as an association or a publicly traded partnership taxable as a corporation, including compliance with the 90% gross income requirement set forth in Section 7704(c) of the Code. Except with the prior approval by the Board of the Directors, the Manager shall refrain from any action that customarily maintained by other managers in its good faith judgment would (A) cause the Company to be engaged (or servicers deemed to be engaged) in a trade or business in the United States for U.S. Federal income tax purposes within the meaning of similar assetsSection 864(b) of the Code or (B) except in respect of short-term financing and acquisition indebtedness, cause the Company to recognize any income that would be “unrelated business taxable income” within the meaning of Section 512 of the Code.
Appears in 1 contract
Samples: Management Agreement (Tiptree Financial Partners, L.P.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to Person entering into any agreement with the Company Managed Entities to make such representations and warranties regarding such assets warranties, if any, 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 InvestmentsManaged Entities and the Business.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance in all material respects with the Guidelines or Partnership's Agreement of Limited Partnership and the guidelines and policies as then in effect, (ii) would adversely affect would, to the status knowledge of the Company as a real estate investment trust under the Code or thatManager, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over any of the Company Managed Entities or any Subsidiary or that would otherwise not be permitted by such entity’s the relevant Governing Instruments. If the Manager is ordered to take any such action by any of the Board of DirectorsManaged Entities, the Manager shall promptly notify the Board of Directors General Partner of the Manager’s '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, neither the Manager, nor its Affiliates, members, managers, directors, officers, stockholders and or employees shall not be liable to the Company or any SubsidiaryManaged Entities, the Board of DirectorsGeneral Partner, or the Company’s Managed Entities' limited partners, interest holders or any Subsidiary’s stockholders or partners shareholders, for any act or omission by the Manager, its Affiliates, members, managers, directors, officers, stockholders or employees except as provided in Section 11 of this AgreementSECTION 14.
(c) The Notwithstanding any other provision contained herein, the Manager shall not (i) consummate any transaction which would involve the acquisition by any of the Company Managed Entities of property an asset in which the Manager or any affiliate thereof of its Affiliates has an a direct or indirect ownership interest or the sale by any of the Company Managed Entities of property an asset to the Manager or any affiliate thereofof its Affiliates or to any Person in which the Manager or any of its Affiliates has a direct or indirect ownership interest, or (ii) under circumstances where the Manager is subject to an actual or potential material conflict of interest because it manages both the Company Managed Entities and another Person (not an Affiliate of the CompanyManaged Entities) with which any of the Company Managed Entities has a contractual relationship, or otherwise, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews . As applicable now or in the Guidelines and future, to the Company’s portfolio of Investments. If a majority of extent that any such transaction is approved by the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with such consent shall constitute client consent to principal trades pursuant to the Guidelines, then a majority provisions of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition Investment Advisers Act of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company1940.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management Agreement (Steel Partners Holdings L.P.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets Investments to the Company and the Subsidiaries 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, (i) : • is not in compliance with the Guidelines or (ii) Guidelines; • would adversely and materially affect the status qualification of the Company as a real estate investment trust REIT under the Code Code; • would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; or • 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 entitythe 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 be in contravention of the Guidelines or adversely and materially affect such the qualification of the Company as a REIT, the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners partners, for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 12 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed Investment, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of an asset from the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed Investment.
(d) Neither the Company nor the Subsidiaries shall purchase or invest in any loan originated by the Manager or any Affiliate thereof or purchase or invest in any security structured or issued by an affiliate of entity managed by the Manager that was not or any Affiliate thereof, or invest in, acquire or sell any assets, or arrange financing from or provide financing to, any entity managed by the Manager or its Affiliates unless (i) the transaction is made in accordance with the Guidelines; (ii) the transaction is approved in advance by a majority of the Independent Directors, then ; and (iii) the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Companytransaction is made in accordance with applicable laws.
(e) The Manager agrees to be bound by all policies and procedures, including the Company’s code of business conduct and ethics and other compliance and governance policies and procedures, applicable to the Manager and its officers, directors, members, managers and employees that are adopted by the Board of Directors from time to time, including those required under the Exchange Act or the Securities Act, or by the NYSE or other stock exchange requirements, as applicable, and to take, or cause to be taken, all actions reasonably required to cause its officers, directors, members, managers and employees, and any principals, officers or employees of its Affiliates (including the Advisor) who are involved in the business and affairs of the Company, to be bound by such policies and procedures to the extent applicable to such persons.
(f) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
(g) The Manager shall provide the Company with at least 30 days’ prior written notice of any proposed changes to its allocation policies, which notice shall set forth the proposed changes.
Appears in 1 contract
Samples: Management Agreement (Ladder Capital Realty Finance Inc)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole good faith judgment made in good faith, (i) is would not be in compliance with the Guidelines or Guidelines, (ii) would adversely affect the Company’s, any Subsidiary’s status of the Company as a real estate an entity intended to be exempted or excluded from investment trust company status under the Code or thatInvestment Company Act, in its sole judgment made in good faith, (iii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or Company, any Subsidiary or that any Additional Party or (iv) would otherwise not be permitted by such entity’s the Governing InstrumentsInstruments thereof. 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 Manager shall not be liable to the Company Company, any Subsidiary or any Subsidiary, the Board Additional Party or any security holders of Directors, or the Company’s , any Subsidiary or any Subsidiary’s stockholders or partners Additional Party, for any act or omission by the Manager, its directors, officers, stockholders limited and general partners or employees except as provided in Section 11 of this AgreementAgreement and the Manager’s directors, officers, limited and general partners and employees shall not be liable for any such act or omission. For purposes of this Section 7(b), no Person to whom the Manager or any of its Affiliates provides any services shall be considered an Affiliate with the Manager or any of its Affiliate unless the Manager and/or its Affiliates own a controlling economic interest in the equity interests of such Person.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company Company, any Subsidiary or any Additional Party of property an asset in which the Manager or any affiliate Affiliate thereof has an ownership interest or the sale by the Company Company, any Subsidiary or any Additional Party of property an Asset to the Manager or any affiliate Affiliate thereof, (ii) consummate any transaction that would involve the acquisition by one or more other client account of the Manager of all or a majority of any class of fixed income securities issued by any such Subsidiary, (iii) consummate any transaction that would involve the acquisition by the Company or any Subsidiary of any securities issued by a securitization vehicle in which the Manager or its Affiliates or one or more other clients of the Manager also hold securities, unless such securities are of the same class and are acquired at the same time as by such other client accounts or (iiiv) under circumstances where the Manager or such Affiliate is subject to an actual or potential conflict of interest because it manages both interest, in the Company and another Person (not an Affiliate reasonable judgment of the Company) with which the Company has a contractual relationshipManager, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each casebe, is approved by a majority of the Independent Directors. For purposes of this Section 7(c), no Person to whom the Manager or any of its Affiliates provides any services shall be considered an Affiliate with the Manager or any of its Affiliate unless the Manager and/or its Affiliates own a controlling economic interest in the equity interests of such Person.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing similar functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and each Subsidiary, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
(e) Except with the prior approval by a majority of the Independent Directors, the Manager shall refrain from any action that in its good faith judgment would cause (i) the Company not to be treated as a partnership for U.S. federal income purposes or to be treated as an association or a publicly traded partnership taxable as a corporation, (ii) the Company to recognize any income that would be “unrelated trade or business taxable income” for U.S. federal income tax purposes, (iii) any Company subsidiary that elects to be subject to tax, for U.S. federal income tax purposes, as a REIT not to qualify for taxation as a REIT or (iv) the Company to own more than 50% in value of the beneficial ownership of any Subsidiary that is treated as a domestic corporation for U.S. federal income tax purposes, unless the Company receives a ruling from the IRS or an opinion of counsel that no adverse tax consequences would result from such ownership.
(f) The Manager shall refrain from any action that in its good faith judgment would cause the Company to be engaged in (or recognize any income that is considered to be derived from the conduct of) a U.S. trade or business for federal income tax purposes (provided that there shall be no limitation on the ability of the Company to recognize capital gain dividends from the REIT Subsidiary attributable to sales of U.S. real property interests (as defined in Section 897 of the Code) on or after January 1, 2008).
(g) The Manager shall not execute on behalf of the Company, any Subsidiary or any Additional Party any bond, note, debenture or other evidence of indebtedness, stock certificate, deed, mortgage, deed of trust, indenture, contract, lease, agreement or other instrument unless such bond, note, debenture or other evidence of indebtedness, stock certificate, deed, mortgage, deed of trust, indenture, contract, lease, agreement or other instrument is also executed by the Chief Executive Officer, Secretary or Treasurer of the Company, Subsidiary or Additional Party, as the case may be.
Appears in 1 contract
Samples: Management Agreement (Highland Financial Partners, L.P.)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each borrower, guarantor, seller or transferor of investment assets to the Company an Investment to make such representations and warranties regarding such assets Investments as may, may be in the judgment of the Manager, be Manager 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, that (i) is not in compliance with the Guidelines or (other than as authorized by the Company upon request by the Manager); (ii) would could adversely affect the status of the Company as a real estate investment trust REIT under the Code (including with respect to directing or that, managing any investment by the Company in its sole judgment made in good faith, securities); (iii) would adversely and materially affect the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act; (iv) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company Company; or any Subsidiary or that (v) would otherwise not be permitted by such entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, |US-DOCS\131332066.10|| managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any SubsidiaryCompany, the Board of Directors, or the Company’s stockholders, members or any Subsidiary’s stockholders or partners partners, for any act or omission by the Manager, its directors, officers, stockholders stockholders, personnel or employees except as provided in Section 11 15 of this Agreement.
(c) The Manager Company shall not (i) consummate any transaction which would involve have the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property right to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed Investment, except as otherwise provided herein. If a majority of the Independent Directors determine Company determines in their its periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors Company will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority secretary of the Independent DirectorsCompany to evidence the approval of the Board of Directors with respect to a proposed acquisition.
(d) In the event that the Company purchases Investments from or sells Investments to MRECS or its Affiliates or their respective managed investment vehicles or accounts, then any such transaction shall require the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to approval of the Company.
(e) The Manager In the event that the Company enters into any joint venture arrangements with MRECS or its Affiliates or their respective managed investment vehicles or accounts, or if the Company invests in or arranges financing from or provides financing to MRECS or its Affiliates or their respective managed investment vehicles or accounts, any such transaction shall at all times during require the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets approval of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall use commercially reasonable efforts to require each seller or transferor of investment assets to the Company Company, New Parent or any Subsidiary to make such representations and warranties regarding such assets as may, in the sole judgment made in good faith 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 InvestmentsCompany’s assets and investments.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with policies approved by the Guidelines Board of Directors or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 Company, New Parent 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 shareholders and employees shall not be liable to the Company Company, New Parent or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders their shareholders or partners for any act or omission by the Manager, its directors, officers, stockholders shareholders or employees except as provided in Section 11 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Original Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers persons performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany or New Parent, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management and Advisory Agreement (Fortress Transportation & Infrastructure Investors LLC)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries 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 InvestmentsAssets.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iv) 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 entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing sub-advisory services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, members or partners 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsAssets but will not review each proposed Asset, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed acquisition.
(d) Neither the Company nor the Subsidiaries shall acquire any security structured or issued by an asset from entity managed by the Manager or an any affiliate of thereof, or purchase or sell any Asset from or to any entity managed by the Manager that was not or its affiliates unless (i) the transaction is made in accordance with the Guidelines; (ii) the transaction is approved in advance by a majority of the Independent Directors, then ; and (iii) the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Companytransaction is made in accordance with applicable laws.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management Agreement (Sutherland Asset Management Corp)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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 reasonable judgment of the Manager, be necessary and appropriateappropriate or as advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as advised by the Board of Directors and consistent with standard industry practice 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, the Company’s status as an entity excluded from investment company status under the Investment Company Act or (iii) 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 entitythe 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 or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners 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) The Company shall not invest in joint ventures with the Manager or any Affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors.
(d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property an asset in which the Manager or any affiliate Affiliate thereof has an ownership interest or the sale by the Company of property an asset to the Manager or any affiliate Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest interest, in the reasonable judgment of the Manager or the Board of Directors, because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(de) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their the periodic review of transactions by the Independent Directors, that a particular transaction does not comply with the GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(ef) The Manager shall at all times during the term of this Agreement (including the Initial Current Term and any renewal termRenewal Term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which that1 is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, faith judgment:
(i) is not in compliance with would adversely and materially affect the Guidelines Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act;
(ii) would adversely affect the status of the Company as a real estate investment trust under the Code or that, in its sole judgment made in good faith, would knowingly 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 entitythe Company’s or any of its Subsidiaries’ Governing Instruments, code of conduct or other compliance or governance policies and procedures;
(iii) would result in a material default under any contract to which the Company is a party, including the Company’s credit facilities; or
(iv) would knowingly violate a policy or directive of the Company or any Subsidiary or any or resolution of the Board of Trustees. If the Manager is ordered to take any such action by the Board of DirectorsTrustees, the Manager shall promptly notify the Board of Directors Trustees of the Manager’s judgment that such action would adversely and materially affect such the Company’s or any Subsidiary’s status as an entity intended to be exempted or excluded from registration under the Investment Company Act, or violate any such law, rule or regulation regulation, the Company’s or the any of its Subsidiaries’ Governing Instruments, code of conduct or other compliance or governance and procedures, or any such contract. Notwithstanding the foregoing, the Manager, its Affiliates, their respective controlling Persons, directors, officers, stockholders members, managers, partners, owners and employees shall not be liable to the Company or any Subsidiary, the Board of Directorsits Subsidiaries, or the Company’s or any Subsidiary’s stockholders or partners for any act or omission by the Managerof their respective trustees, its directors, managers officers, stockholders or employees security holders for acts or omissions performed in accordance with and pursuant to this Agreement, except as provided in Section 11 10 of this Agreement. The Manager shall be permitted to rely in good faith upon any written communication from the Secretary of CHC to evidence the approval of the Board of Trustees with respect to any matter.
(b) The Manager agrees that any of its Manager Representatives who provide services to the Company or any of its Subsidiaries pursuant to the terms of this Agreement shall be bound by all rules, policies and procedures, including the Company’s code of conduct and other compliance and governance policies and procedures applicable to all officers, directors, employees, agents and other representatives of the Company and its Subsidiaries that are adopted by the Board of Trustees, from time to time, including those required under the Exchange Act, the Securities Act, or any national securities exchange on which any of CHC’s securities are listed, and the Manager agrees to take, or cause to be taken, all actions reasonably required to cause such Manager Representatives to be bound by such rules, policies and procedures to the extent applicable to such Persons.
(c) The Manager shall not (i) consummate any transaction which would involve provide the acquisition Board of Trustees such periodic and other reports concerning the services rendered hereunder and the Manager’s performance of its obligations hereunder as may be reasonably requested by the Company Board of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent DirectorsTrustees.
(d) The Board Company shall name the Manager and its principals, officers, directors, members, managers and employees as additional insureds under its directors’ and officers’ liability insurance, investment advisor insurance, fidelity insurance and/or errors, omissions and liability policies with respect to the services provided under this Agreement at the sole cost and expense of Directors periodically reviews the Guidelines and Company; provided, however, that the Manager may elect by written notice to the Company to suspend the Company’s portfolio obligation to provide such insurance coverage for a period specified in such notice, and upon the expiration of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager such obligation shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assetsbe automatically reinstated.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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 reasonable judgment of the Manager, be necessary and appropriateappropriate or as advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as advised by the Board of Directors and consistent with standard industry practice 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, the Company’s status as an entity excluded from investment company status under the Investment Company Act or (iii) 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 entitythe 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 or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners 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) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors.
(d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property an asset in which the Manager or any affiliate Affiliate thereof has an ownership interest or the sale by the Company of property an asset to the Manager or any affiliate Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest interest, in the reasonable judgment of the Manager or the Board of Directors, because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(de) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine determines in their the periodic review of transactions by the Independent Directors, that a particular transaction does not comply with the GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal termRenewal Term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, (iii) 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 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 '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 's or any Subsidiary’s 's stockholders or partners 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) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors periodically reviews the Guidelines and the Company’s 's portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved direction of the acquisition Secretary of an asset from the Company to evidence the approval of the Board of Directors or the Independent Directors with respect to a proposed investment.
(d) The Company shall not invest in CDOs or any security structured or managed by the Manager or an any affiliate of thereof, unless (i) the Manager that was not Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “"errors and omissions” " insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Management Agreement (Annaly Capital Management Inc)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and the Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and or 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely and materially affect the status of the Company as a real estate investment trust REIT under the Code Code, (iii) would adversely and materially affect the Company’s or that, in its sole judgment made in good faith, any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under the Investment Company Act or (iv) 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 entitythe 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 and materially affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders stockholders, managers, personnel, employees and employees any Person controlling or controlled by the Manager and any Person providing advisory, sub-advisory or consulting services to the Manager shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders stockholders, partners or partners members for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 12 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors shall periodically reviews review the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon a statement by the transaction involved the acquisition of an asset from the Manager Secretary or an affiliate any other officer of the Manager that was not approved in advance by a majority Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed acquisition.
(ed) The Manager shall at all times during the term of this Agreement (including maintain, at the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. AdditionallyCompany’s expense, during such period the Manager shall maintain “errors and omissions” insurance coverage including insurance coverage of the Investment Committee and Voting Members and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the CompanyCompany and the Subsidiaries, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment 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, (i) is not in compliance with the Guidelines or (ii) would adversely affect the status of the Company as a real estate investment trust under the Code 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 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.
(c) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.. 577510.02-Wilmington Server 1A MSW -
(d) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of Investments. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If the transaction involved the acquisition of an asset from the Manager or an affiliate of the Manager that was not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company.
(e) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
Appears in 1 contract
Samples: Restructuring Support Agreement (Newcastle Investment Corp)
OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company to make such representations and warranties and take such other actions regarding such assets as may, in the judgment of the Manager, be necessary and appropriateappropriate and in light of general marketplace conventions with regard to the protection of the investments. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Investmentsappropriate.
(b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Investment Guidelines or (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, the Company’s status as an entity excluded from regulation as an investment company under the 1940 Act or (iii) 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 entitythe 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 officers or members shall not be liable to the Company or any SubsidiaryCompany, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners stockholders, for any act or omission by the Manager, its directors, officers, stockholders officers or employees members except as provided in Section 11 of this Agreement.
(c) The Manager shall not (i) consummate any transaction which would involve parties acknowledge that it is contemplated that the acquisition by the Company of property in which the Manager or any affiliate thereof has an ownership interest or the sale by the Company of property to the Manager or any affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors.
(d) The Board of Directors will periodically reviews review the Investment Guidelines and the Company’s portfolio of Investmentsinvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the Investment Guidelines, then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Chief Legal Officer of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(ed) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets. The premium for such insurance shall be paid by the Manager or its Affiliates.
Appears in 1 contract
OBLIGATIONS OF MANAGER; RESTRICTIONS. (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 reasonable judgment of the Manager, be necessary and appropriateappropriate or as may be advised by the Board of Directors and consistent with standard industry practice. In addition, the Manager shall take such other action as it deems necessary or appropriate or as may be advised by the Board of Directors and consistent with standard industry practice 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, (i) is not in compliance with the Guidelines or Guidelines, (ii) would adversely affect the status of the Company as a real estate investment trust REIT under the Code or that, in its sole judgment made in good faith, the Company’s status as an entity excluded from investment company status under the Investment Company Act or (iii) 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 entitythe Company’s Governing Instruments. If the Manager is knowingly 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 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) The Company shall not invest in joint ventures with the Manager or any affiliate thereof, unless (i) such Investment is made in accordance with the Guidelines and (ii) such Investment is approved in advance by a majority of the Independent Directors.
(d) The Manager shall not (i) consummate any transaction which would involve the acquisition by the Company of property an asset in which the Manager or any affiliate Affiliate thereof has an ownership interest or the sale by the Company of property an asset to the Manager or any affiliate Affiliate thereof, or (ii) under circumstances where the Manager is subject to an actual or potential conflict of interest interest, in the reasonable judgment of the Manager, or the Board of Directors because it manages both the Company and another Person (not an Affiliate of the Company) with which the Company has a contractual relationship, take any action constituting the granting to such Person of a waiver, forebearance forbearance or other relief, or the enforcement against such Person of remedies, under or with respect to the applicable contract, unless such transaction or action, as the case may be and in each case, is approved by a majority of the Independent Directors; provided, further, that the Company will not invest in any collateralized debt obligation or investment fund managed by the Manager or its Affiliates other than those approved by the Board of Directors and by a majority of the Independent Directors.
(de) The Board of Directors periodically reviews the Guidelines and the Company’s portfolio of InvestmentsInvestments but will not review each proposed investment, except as otherwise provided herein. If a majority of the Independent Directors determine in their periodic review of transactions that a particular transaction does not comply with the GuidelinesGuidelines (including as a result of violation of the provisions of Section 7(d) above), then a majority of the Independent Directors will consider what corrective action, if any, can be taken. If The Manager shall be permitted to rely upon the transaction involved the acquisition of an asset from the Manager or an affiliate direction of the Manager that was not approved in advance by a majority Secretary of the Company to evidence the approval of the Board of Directors or the Independent Directors, then the Manager may be required Directors with respect to repurchase the asset at the purchase price (plus closing costs) to the Companya proposed investment.
(ef) The Manager shall at all times during the term of this Agreement (including the Initial Term and any renewal term) maintain a tangible net worth equal to or greater than $1,000,000. Additionally, during such period the Manager shall maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property and property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.
(g) The Manager shall form an investment committee (the “Investment Committee”), each member of which shall be designated by the Manager and shall serve for an indefinite term. The initial members of the Investment Committee shall be Xxxxxx X. Xxxxxx III, who will also serve as initial chairman of the committee, Xxxxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xx., Xxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxx. The Investment Committee shall advise and consult with the Manager with respect to the Company’s investment policies, investment portfolio holdings, financing and leveraging strategies and the Guidelines. The Investment Committee shall meet as regularly as necessary to perform its duties, as reasonably determined by the Investment Committee.
(h) The Manager shall (i) assemble, maintain and provide to the firm designated by the Company to prepare tax returns on behalf of the Company and its subsidiaries (the “Tax Preparer”) information and data required for the preparation of federal, state, local and foreign tax returns, any audits, examinations or administrative or legal proceedings related thereto or any contractual tax indemnity rights or obligations of the Company and its subsidiaries and supervise the preparation and filing of such tax returns, the conduct of such audits, examinations or proceedings and the prosecution or defense of such rights, (ii) provide factual data reasonably requested by the Tax Preparer or the Company with respect to tax matters, (iii) assemble, record, organize and report to the Company data and information with respect to the Investments relative to taxes and tax returns in such form as may be reasonably requested by the Company, (iv) supervise the Tax Preparer in connection with the preparation, filing or delivery to appropriate persons, of applicable tax information reporting forms with respect to the Investments and transactions involving the real estate (including, without limitation, information reporting forms, whether on Form 1099 or otherwise with respect to sales, interest received, interest paid, partnership reports and other relevant transactions); it being understood that, in the context of the foregoing, the Company shall rely on its own tax advisers in the preparation of its tax returns and the conduct of any audits, examinations or administrative or legal proceedings related thereto and that, without limiting the Manager’s obligation to provide the information, data, reports and other supervision and assistance provided herein, the Manager will not be responsible for the preparation of such returns or the conduct of such audits, examinations or other proceedings.
(i) The Manager shall notify the Company of any admission or removal of a general partner of the Manager within a reasonable amount of time after such admission or removal.
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