Advisor Authority Sample Clauses

Advisor Authority. (a) Subject to Section 2.4 and the authority of the Board of Directors over the management of the Corporation, the Corporation Group hereby delegates to the Advisor the authority to (i) locate, analyze and select investment opportunities; (ii) structure and negotiation the terms and conditions of transactions pursuant to which investments will be made or acquired for the Corporation Group; (iii) acquire Properties and other assets in compliance with the investment objectives and policies of the Corporation Group; (iv) arrange for financing or refinancing with respect to Properties; (v) enter into leases and service contracts for the Corporation Group’s Properties, and perform other property management services; (vi) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Corporation; and (vii) undertake accounting and other record-keeping functions with respect to the Corporation Group’s assets. If a transaction requires approval by the Board of Directors (including the Independent Directors), the Advisor will deliver to the Board of Directors (including the Independent Directors) all documents required by them to properly evaluate the transaction. (b) The Advisor may establish and maintain one or more bank accounts for the account of the Corporation or in the name of the Corporation and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Corporation, under such terms and conditions as the Board of Directors may approve; provided, that no funds shall be commingled with the funds of the Advisor and the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board of Directors and to the auditors of the Corporation.

Advisor Authority. The Advisor shall have all power and authority necessary to supervise and direct the Account on the following basis:

Advisor Authority a. In compliance with the guidelines, limitations and restrictions set forth in Section 2b and Schedule B of this Agreement, the Advisor shall furnish a continuous investment program for the Account and shall have full investment discretion as the Client’s agent and attorney-in-fact to carry out the client’s decisions with respect to: i. The acquisition (by purchase, exchange, subscription or otherwise), the holding and the disposition (by sale, exchange or otherwise) of Account assets; ii. What portion, if any, of the Account assets shall be held in cash, cash equivalents or other temporary investments; iii. Conversion provisions, subscription rights and other rights or privileges which pertain to the Account; iv. The exercise of any voting or consent rights pertaining to any Account assets. b. In carrying out its responsibilities under this Agreement, the Advisor acknowledges that its management of the Account is expressly subject to the following guidelines, limitations and restrictions: i. All Account investments shall be made in compliance with the relevant investment provisions of the Iowa Insurance Laws, including all qualitative and quantitative limitations set forth therein; ii. All Account investments are, in addition, subject to the Investment Policy and Guidelines adopted by the Investment Committee of the Client’s Board of Directors. A copy of such Investment Policy and Guidelines is attached as Schedule B hereto. iii. To the extent necessary to comply with applicable law or to properly document transactions, the Client may appoint officers of Advisor (or Advisor’s designee) acceptable to the Client to be investment officers of the Client to make investment decisions in accordance with this Agreement. Upon not less than two (2) days prior written notice to Advisor, the Client shall have the right, at Advisor’s expense, to override any investment decisions as the Client reasonably determines is not in conformity with this Agreement. iv. The Advisor shall, within the guidelines, limitations and restrictions set forth in this Agreement, have the exclusive right to manage the Account and may use and rely upon such information and materials as it may deem pertinent (including seeking advice from its affiliates). v. The assets of the Account may be held by the bank, trust company or unaffiliated broker-dealer acceptable to Advisor and appointed by the Client as custodian of the Account. The custodian shall at all times be responsible for the physica...

Advisor Authority. Throughout the term of this agreement the Advisor shall have the power and authority as Client’s agent and attorney-in-fact to supervise, manage and direct the Portfolio on a discretionary basis; to purchase, sell, invest, exchange, convert and trade any securities and instruments and any other transaction therein. Unless specifically directed otherwise in writing by the Client, Advisor will not exercise any voting or consent rights pertaining to any assets held in the Account. The transactions in the Account shall be made in accordance with the written investment guidelines attached hereto as Schedule A as they may be amended from time to time by the Client by notice to the Advisor.

Advisor Authority. In performing its obligations hereunder, Advisor shall, except as otherwise provided herein and subject to the terms of this Agreement, have full power and authority, acting alone, to take any and all actions in connection with the performance of such obligations that it deems necessary or appropriate. Without limiting the generality of the foregoing, Advisor is hereby authorized and empowered by the Company, when Advisor deems it appropriate in its best judgment, to execute and deliver, on behalf of, and in the name of, the Company, any and all documents or instruments necessary to the performance by Advisor of its obligations hereunder, subject to the limitations otherwise set forth herein regarding any requirement of approval of the Trustees and/or the Independent Trustees. In connection with the performance of such obligations Advisor shall act as agent for the Company with full authority to enter into agreements on behalf of the Company, including but not limited to commitments to make loans or other investments. Any person or entity doing business with the Company may rely upon a certificate of an officer or other designated employee of Advisor as to its authority to act pursuant to this Agreement. Anything herein to the contrary notwithstanding, however, Advisor shall not be obligated to take, or to refrain from taking, any action to the extent that Advisor determines in its reasonable and good faith judgment that such action or inaction may cause a violation of applicable laws, regulations, codes, ordinances, court orders or covenants or agreements to which either Advisor or the Company may be subject.

Advisor Authority. Throughout the term of this agreement the Advisor shall have the power and authority as Client’s agent and attorney-in-fact to supervise, manage and direct the FOLIO on a discretionary basis; to purchase, sell, invest, exchange, convert and trade any securities and instruments and any other transaction therein. Unless specifically directed otherwise in writing by the Client, Advisor will not exercise any voting or consent rights pertaining to any assets held in the Account. The transactions in the Account shall be made in accordance with the written investment guidelines attached hereto as Schedule A as they may be amended from time to time by the Client by notice to the Advisor.

Advisor Authority. Throughout the term of this agreement the Advisor shall make recommendations for the Portfolio on a non-discretionary basis as to which securities or instruments Client should purchase, sell, invest, exchange, convert, trade and any other transaction therein. Throughout the term of this agreement the Advisor will not effect any trade transactions for the benefit of Client or the Portfolio. All recommendations made for the benefit of the Portfolio shall be made in accordance with the written investment guidelines attached hereto as Schedule A as they may be amended from time to time by the Client by notice to the Advisor.