The Management Company. The Board of Managers shall, on behalf of the Company, retain the Management Company to provide various management, administrative and other services to the Company pursuant to the terms of the Management Agreement. The Members acknowledge and agree that, so long as the Management Agreement (or a successor agreement) is in effect, the Board of Managers shall delegate the authority to make such management, administrative and other decisions to the Management Company. Notwithstanding anything herein to the contrary, so long as the Management Agreement (or a successor agreement) is in effect, the Board of Managers shall have no responsibility for making any management or administrative decisions on behalf of the Company that have been so delegated to the Management Company, but shall be responsible for monitoring the performance of the Management Company in accordance with the Management Agreement.
The Management Company. The Management Company assumes and shall pay the expense for maintaining the staff and personnel necessary to perform its obligations under this Agreement and shall at its own expense, provide the Trust with office space, facilities, equipment and personnel necessary to carry out its obligations hereunder. The Management Company will bear the administrative and service expenses associated with the management services it is to provide for the Investments of the Trust pursuant to the terms of this Agreement.
The Management Company. Except as would not have a Material Adverse Effect, the Management Company will, on the Initial Closing Date, own or lease or have the legal right to use all such properties, assets and rights as are necessary in the conduct of its business as currently conducted. The Management Company's assets are maintained in accordance with business practices generally accepted in the industry, and are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are suitable for the purposes for which they are used.
The Management Company. The Board of Managers shall, on behalf of the Master Fund, retain the Management Company to provide various management, administrative and other services to the Master Fund pursuant to the terms of the Management Agreement. The Members acknowledge and agree that, so long as the Management Agreement (or a successor agreement) is in effect, the Board of Managers shall delegate the authority to make such management, administrative and other decisions to the Management Company. Notwithstanding anything herein to the contrary, so long as the Management Agreement (or a successor agreement) is in effect, the Board of Managers shall have no responsibility for making any management or administrative decisions on behalf of the Master Fund that have been so delegated to the Management Company, but shall be responsible for monitoring the performance of the Management Company in accordance with the Management Agreement.
The Management Company. The Fund is managed by Mediobanca Management Company S.A. (the “Management Company") established in Luxembourg for an unlimited period of time as a société anonyme (public limited company) incorporated under Luxembourg law on 15 May 2008. The registered office of the Management Company is at 0, Xxxxxxxxx xx xx Xxxxx, X-0000 Xxxxxxxxxx, Grand Duchy of Luxembourg. The Management Company is vested with the widest powers to carry out all administrative and managerial actions relating to the Fund for the account and in the exclusive interest of the Unit Holders. To that end, it acts in its own name, whilst indicating that it is acting on behalf of the Fund and for the account of one or several Sub-Funds, as the case may be. The administration of its own assets is only of ancillary nature.
The Management Company. 11.1 The Lessee declares and confirms that he is aware that the Building will be managed and operated by the Management Company that will be charged with the management of the provision of services to the Building. On the date and on the occasion of signing this Contract, the Lessee will sign the Management Contract in the Wording of the Management Contract (Appendix IV to this Contract) and will also sign any alteration or update or amendment of the Management Contract on the instructions of the Management Company.
11.2 The Lessee undertakes to pay the management fees tithe Management Company on the due dates as specified in the Management Contract (Appendix IV to this Contract) with the addition of value added tax as due, on the dates and on the terms specified in the Management Contract.
11.3 All the payments that the Lessee is bound to pay to the Management Company will be paid by the Lessee on the date of payment up until 11:00 hr. in the morning, by delivery of checks postdated to the start of every half year (and in such event the reconciliation of the account will take place immediate after the de facto payment of every check) or by bank transfer as agreed between the Parties.
11.4 In order to enable the Management Company to carry out its duties, the Management Company and/or those acting on its behalf, may, on agreement and as coordinated in advance, and in any emergency, without coordinating in advance and without consent) enter the Rented Premises, and inter alia: to open up walls, floors, ceilings and other parts, to replace, to repair and to assemble plumbing and pipes and to connect them, to carry out any work that is required at the discretion of the Management Company to carry out its work. In as far as is possible, the Management Company will inform the Lessee in advance of the date of entry of its employees to the Rented Premises and will also insure that the disturbance to the Lessee and his operations on the Rented Premises will be as slight as possible so that it will be possible to use the Rented Premises and access roads to the Rented Premises and that the Rented Premises will be restored, as far as is possible, to their former condition. Damage that may be caused to the Rented Premises as a result of this work and that is not repaired by the Management Company will be repaired by the Landlord within a reasonable time. Damage that prevents use of the Rented Premises for the Purpose of the Tenancy will be repaired immediately.
11.5 A...
The Management Company. The Lessor is registered at the Land Registry as proprietor with title absolute of the freehold of the Development under title number XXX000000 and it is intended that the Management Company will be granted the Estate Lease so as to become the person for the time being entitled to the reversion immediately expectant on the term hereby created
The Management Company on behalf of the Fund shall not at any time roll over the investments, if in the opinion of the Trustee, the Fund would not be able to issue payment instrument(s) for redemption money to the Unit Holder(s) within time period stipulated in the Regulations."
(ix) After the existing sub-clause 10.4.11 (replaced as above) the following new sub-clauses 10.4.12 and 10.4.13 be and are hereby incorporated as follows:-
The Management Company. SICOS SECURITIES is the Management Company of the Fund and this Compartment. The Management Company has been incorporated for an unlimited duration in the form of a private limited liability company (“société à responsablité limitée”) under the laws of the Grand Duchy of Luxembourg and has its registered office in Luxembourg City. The object of the Management Company is to manage securitisation funds and other investment vehicles. The Management Company is vested with all the powers to manage the assets and, as the case may be, the liabilities of each Compartment for the account of the Noteholders, within the limits of Article 4 below and the risks disclosure as set-out in the Offering Documents. The Management Company must perform its duties in an independent manner and in the sole interest of the relevant Compartment(s) and the Noteholders. It may not use the assets of the Fund or the Compartments for its own needs and it is liable towards the Noteholders and third parties for the proper performance of its duties. As compensation for its management activities, the Management Company charges a management fee as set out in the Offering Documents. The Management Company can be dismissed in accordance with article 18 of the Securitisation Law. The Management Company shall cease to be the Management Company of the Fund only upon a new Management Company has been appointed.
The Management Company. Sicos Securities is the Management Company of the Fund. The Management Company has been incorporated for an unlimited duration in the form of a private limited liability company (“société à responsablité limitée”) under the laws of the Grand Duchy of Luxembourg and has its registered office in Luxembourg City. The object of the Management Company is to manage securitisation funds. The Management Company is vested with all the powers to manage the assets and, as the case may be, the liabilities of each Compartment for the account of the Security Holders, within the limits of Article 5 below and the risk assumption policy for each of the Compartments as established by the applicable Specific Management Regulations, if any, or in the Terms & Conditions for the concerned Securities. In particular, the Management Company may buy, sell, subscribe for, exchange and receive any asset or risk and exercise any right, directly or indirectly, in connection with the assets or risks transferred or acquired to one of the Compartments. The Management Company must perform its duties in an independent manner and in the sole interest of the relevant Compartment(s) and the Security Holders. It may not use the assets of the Fund or the Compartments for its own needs and it is liable towards the Security Holders and third parties for the proper performance of its duties. As compensation for its management activities, the Management Company may charge a management fee to be determined by the Specific Management Regulations, if any, or in the Terms & Conditions for the concerned Securities of each Compartment. The Management Company can be dismissed in accordance with article 18 of the Securitisation Law. The Management Company shall cease to be the Management Company of the Fund only upon a New Management Company has been appointed. The Management Company and the new Management Company will cooperate in good faith so as to operate a smooth transfer, but – in any and all cases – the Management Company is deemed to have consented to its replacement one month following the receipt of the request for replacement. All references to the Management Company are then, as of the expiry of such one-month-period, deemed to be replaced by references to the New Management Company.
