Services to be provided by the Manager. 3.1. The Manager will perform with reasonable care, skill and diligence the Services set out with the frequency as agreed and specified in Appendix II for the Management Fee as set out in Appendix I.
3.2. The Manager will provide additional services for the Client for Additional Charges as set out in Appendix III.
Services to be provided by the Manager. The Manager, in its capacity as manager of the day-to-day operations of the Company, at all times will be subject to the supervision of the Board of Directors and will have only such functions it is obligated to perform hereunder. To the extent directed by the Board of Directors, the Manager shall provide similar services to any subsidiary of the Company on the same terms and conditions herein. The Manager will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be necessary or appropriate, including, without limitation:
2.1.1 serving as the Company’s consultant with respect to the formulation of investment criteria and the preparation of policy guidelines by the Company, any modifications to which shall be approved by the Board of Directors, including a majority of the Independent Directors (such initial guidelines as are attached hereto as Exhibit A, as they may be modified from time to time with such approval, (the “Guidelines”) and other policies for approval by the Board of Directors;
2.1.2 investigating, analyzing and selecting possible investment opportunities;
2.1.3 representing the Company in connection with the purchase, sale and commitment to purchase or sell mortgage-related assets that meet in all material respects the Company’s investment criteria, and managing the Company’s portfolio of assets;
2.1.4 advising the Company and negotiating counterparty agreements, including with third-party lenders for borrowing and hedging transactions;
2.1.5 making available to the Company price information, statistical and economic research, data and analysis regarding the Company’s activities and the services performed for the Company by the Manager;
2.1.6 investing or reinvesting any of the Company’s money in accordance with the Company’s policies and procedures;
2.1.7 providing the executive and administrative personnel, office space and services required in rendering services to the Company, in accordance with and subject to the terms of this Agreement;
2.1.8 administering the Company’s day-to-day operations and performing and supervising the performance of such other administrative functions necessary to the Company’s management as may be agreed upon by the Manager and the Company, including the collection of the Company’s revenues and the payment of the Company’s debts and obligations from the Company’s accounts, ...
Services to be provided by the Manager a. The Manager shall perform with reasonable care, skill and diligence the Services in Schedule 1 in return for the Management Fee in Schedule 6.
b. The Manager may provide Additional Services for the Client for additional charges based on the Manager’s Schedule of Rates.
Services to be provided by the Manager. (a) In accordance with the terms and subject to the conditions hereof, the Manager agrees to provide the following management and advisory services (together with services necessary or incidental thereto, “Management Services”) to the Xxxx Entities on an ongoing basis in connection with the ownership and operation of the Business by the Wynn Entities during the term of this Agreement.
(b) The Manager shall provide customary management and advisory services with respect to the operation of the Business, to consist of the following necessary or incidental thereto:
(i) advice concerning the hiring, termination, performance and training of personnel;
(ii) review, consultation and advice concerning personnel, operations, and other management and operating policies and procedures;
(iii) recommendations on all necessary action to keep the operation of the Business in compliance, in all material respects, with the conditions of all licenses (including gaining licenses) and all applicable rules, regulations and orders of any federal, state, county or municipal authority having jurisdiction over the Business;
(iv) development of recommendations for, and negotiate the acquisition and maintenance of, insurance coverage with respect to the Business;
(v) guidance on all marketing, sales promotions and advertising for the Business;
(vi) assistance in the financial budgeting process and the implementation of appropriate accounting, financial, administrative and managerial controls for the Business;
(vii) preparation for use by the Xxxx Entities of financial reports and maintenance of books of accounts and other records reflecting the results of operation of the Business (which at all times shall be maintained in a manner which permits the assets and liabilities of the Wynn Entities to be separately identified from those of the Manager);
(viii) consultation with the Xxxx Entities with respect to the selection of attorneys, consultants and accountants; and
(ix) advice and consultation with the Xxxx Entities in connection with any and all aspects of the Business and the day to day operation thereof.
Services to be provided by the Manager. The Manager will provide the Company with investment management services in accordance with the terms and conditions contained in this Agreement and other applicable laws and regulations. Under this Agreement, the Manager shall manage the Investments sourced by the Manager which are owned directly or indirectly by the Company or its Affiliates, subject to the written investment guidelines set forth in Exhibit A to this Agreement (the “Guidelines”) and the other terms and conditions in this Agreement, and is hereby appointed the Company’s agent and Attorney-in-Fact for that purpose. As such, the Manager is authorized to perform the following relating to the Investments, at the Company’s expense, without further approval from the Company, except as expressly required by this Agreement or as required by law: (i) to make investment decisions; (ii) to buy, sell and otherwise trade in residential loans and (iii) to select brokers or dealers to execute residential loan transactions. Residential loans purchased pursuant to this Agreement may be held of record in the name of the Company or any of its Affiliates or one or more trustees, participation agents or other entities for the benefit of the Company and its Affiliates, as the Company may from time to time determine and advise the Manager. Notwithstanding the foregoing, the Manager’s activities hereunder shall at all times be subject to modification at the Company’s direction to ensure NYMT’s continuous compliance with applicable requirements under the United States Internal Revenue Code and the rules and regulations thereunder for NYMT to maintain its status as a REIT and under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the rules and regulations thereunder for NYMT and its subsidiaries to maintain their exemption from regulation as an investment company (collectively, the “Compliance Requirements”). The Manager shall be responsible solely for the Investments and shall have no duty to inquire into or review the management or investment of other assets of Company and its Affiliates. The Manager agrees to perform its duties set forth herein in good faith and in accordance with commercially reasonable standards, including, without limitation:
2.1.1. serving as the Company’s consultant with respect to the formulation of the Guidelines and any modifications thereto, which shall be negotiated and approved in good faith by each of the Manager and the Company, and other policies f...
Services to be provided by the Manager. The Manager will perform the Services as set out in Appendix 2 and 3 for the Management Fee. The Manager will provide Additional Services for the Client for Additional Charges as set out in Appendix 4. Services will generally be provided by the Manager but may, on occasion, be performed by affiliates of the Manager.
Services to be provided by the Manager. The Manager:-
3.1 Must supply the Agreed Services to the Body Corporate;
3.2 May (but is not obliged to) supply the Additional Services to the Body Corporate at the Body Corporate’s request;
3.3 Has custody and use of the common seal of the Body Corporate and to the extent permitted by law, is authorised to execute documents and instruments for and on behalf of the Body Corporate, including the authority to sign notices on behalf of the secretary of the Body Corporate and breach of by-law notices on behalf of the Body Corporate;
3.4 Must at all times comply with the legislation and regulations specified in Schedule F, Item 7, otherwise referred to as “the Act” and all other applicable legislation and regulations; and
3.5 Must make records available for inspection by an owner as required under the Act and other applicable legislation or regulations;
3.6 Is only authorised to give general advice about Insurance relating to the Body Corporate. If the Body Corporate requires specialist insurance advice, the Manager can refer the Body Corporate to an insurance advisor; and
3.7 Is not qualified or licensed to give legal advice in any form. If the Body Corporate requires legal advice, the Body Corporate must refer the matter to an appropriately qualified legal practitioner.
Services to be provided by the Manager. 3.1 The Manager will perform with reasonable care, skill and diligence the Services set out with the frequency as agreed and specified in Appendix II for the Management Fee as set out in Appendix I.
3.2 The Manager will provide additional services (if any) for the Client for the Additional Charges as set out in Appendix III with reasonable care, skill anddiligence.
3.3 Where instructed the Manager will provide additional services (if any) for the Client for Additional Charges as set out in Appendix IV with reasonable care, skill and diligence.
3.4 In providing the Services and complying with the obligations set out in this agreement the Manager shall, except as stated otherwise, have the authority to act on behalf of the Client to take such actions as are expressly authorised by this agreement and to incur expenditure in providing the Services and complying with the obligations set out this agreement.
3.5 The Manager may at the cost of the Client seek the advice of specialist surveyors, engineers, building contractors, solicitors and other specialist professional advisers where the carrying out of the Services reasonably requires the Manager to obtain such advice.
3.6 Where any contracts, deeds or liabilities authorised by this agreement are to be entered into in connection with the Property then except where provided otherwise under this agreement such contracts or liabilities shall be entered into in the name of the Client and not in the name of the Manager.
3.7 In the event of emergency the Manager shall be permitted to take precautionary steps and/or incur emergency expenditure in respect of the Services to protect the Property without the approval of the Company if in the reasonable opinion of the Manager:
3.7.1 such reasonable actions are necessary to correct any matter that threatens loss of life, serious personal injury or property damage or the matter breaches an applicable law or regulation; and
3.7.2 given the emergency nature which has arisen it is not reasonably practical to seek the Client’s approval to such action and/ or expenditure.
Services to be provided by the Manager. 3.1. Subject to receipt of the Management Fee on the due dates (time to be of the essence) and there being sufficient funds in the Client Bank Account, the Manager will perform the Standard Services set out in Schedule 1 on the Client’s behalf.
3.2. The Manager will upon receiving a written request from the Client provide any of the Additional Services set out in Schedule 2, the Additional Charges for which will be notified to the Client at the relevant time.
3.3. Any pre-agreed Additional Services referred to in this Agreement are not subject to the Manager receiving a written request from the Client.
3.4. The Client authorises the Manager to carry out the Services itself, or by appointing a sub- contractor on its behalf subject to the matters referred to in clause 6 below.
Services to be provided by the Manager. The Manager has agreed to act as and provide the services of the project manager overseeing the overall construction-related management work for each of the Projects which include project planning, comprehensive control and management throughout the whole process of construction of the Project and the co-ordination and management of the services of the survey designer, supplier, contractor and supervisor of the Project, until the expiry of the one-year warranty period after completion of the Project. Completion of the Project is deemed to have taken place when construction of the relevant two power generating units of each Project has been completed as well as both units have successfully fulfilled a 168-hour continuous full-load trial run (“168-hour-Trial Run”).
