Devotion of Time. The Manager, through ▇▇▇▇▇▇▇▇▇ and its Affiliates, will provide a management team (including, without limitation, a chief executive officer and president, a chief operating officer, a chief financial officer, a chief investment officer, a controller, a legal officer and a secretary) along with appropriate support personnel, to deliver the management services to the Company hereunder. The members of such management team shall devote such of their working time and efforts to the management of the Company as the Manager deems reasonably necessary and appropriate for the proper performance of all of the Manager’s duties hereunder, commensurate with the level of activity of the Company from time to time; provided, however, that the Manager (i) shall, no later than the effective date of a registration statement filed by the Company with the Securities and Exchange Commission with respect to an Initial Public Offering, provide a dedicated chief financial officer who shall devote all or substantially all of his or her working time and efforts to his or her duties as the chief financial officer of the Company and (ii) shall have the right, but not the obligation, to provide a dedicated controller and a dedicated internal legal officer to the Company who shall devote all or substantially all of their working time and efforts to their respective duties as the controller of and internal legal counsel to the Company. The dedicated chief financial officer provided by the Manager and any dedicated controller and internal legal officer that the Manager elects to provide, each of whom will be an employee of the Manager or one of its Affiliates, are referred to herein as “Dedicated Officers.” The Company shall have the benefit of the Manager’s reasonable judgment and effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its reasonable judgment, will materially adversely affect the performance of its obligations under this Agreement.
Appears in 3 contracts
Sources: Management Agreement, Management Agreement (Ellington Financial LLC), Management Agreement (Ellington Financial LLC)
Devotion of Time. The Manager, directly or indirectly through ▇▇▇▇▇▇▇▇▇ and its Affiliates, will in line with the needs of the progress of the project, provide a management team (including, without limitation, a chief executive officer and president, a chief operating officer, a chief financial officer, a chief investment Development officer, a controller, a legal officer controller and a secretary) along with appropriate support personnel, to deliver the management services to the Company Developer hereunder. The members of such management team shall devote such of their working time and efforts to the management of the Company Developer as the Manager deems reasonably necessary and appropriate for the proper performance of all of the Manager’s duties hereunder, commensurate with the level of activity of the Company Developer from time to time; provided, however, that the Manager (i) shall, no later than the effective date of a registration statement filed by the Company with the Securities and Exchange Commission with respect to an Initial Public Offering, provide a dedicated chief financial officer who shall devote all or substantially all of his or her working time and efforts to his or her duties as the chief financial officer of the Company and (ii) shall have the right, but not the obligation, to provide a dedicated controller and a dedicated internal legal officer to the Company who shall devote all or substantially all of their working time and efforts to their respective duties as the controller of and internal legal counsel to the Company. The partially dedicated chief financial officer provided by the Manager and any dedicated controller and officer, chief operating officer, controller, internal legal officer that counsel, property managers and/or property management oversight professionals to the Developer. To the extent the Manager elects to provideprovide the Developer with a dedicated or partially dedicated chief financial officer, controller, internal legal counsel, property managers and/or property management oversight professionals, each of whom will be an employee of the Manager or one of its Affiliates, such personnel are referred to herein as “Dedicated OfficersEmployees.” The Company Developer shall have the benefit of the Manager’s reasonable judgment and effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its reasonable judgment, will materially adversely affect the performance of its obligations under this Agreement.
Appears in 3 contracts
Sources: Management Agreement (HF Enterprises Inc.), Management Agreement (HF Enterprises Inc.), Management Agreement (SeD Intelligent Home Inc.)
Devotion of Time. The Manager, through ▇▇▇▇▇▇▇▇▇ and its Affiliates, will provide a management team (includingwhich shall include, without limitation, a chief executive officer and president, a chief operating officer, a chief financial officer, a chief investment officerofficer or co-chief investment officers, a controller, a legal officer controller (or comparable professional) and a secretary) along with appropriate support personnel, to deliver the management services to the Company hereunder. The members of such management team may serve more than one role for the Company (i.e. the chief financial officer may also serve as the secretary) and may have other duties and responsibilities for the Manager and its Affiliates, including, but not limited to, with respect to other clients, but such management team members shall devote such of their working time and efforts to the management of the Company as the Manager deems reasonably shall be necessary and appropriate for the proper performance of all of the Manager’s duties hereunder, commensurate with the level of activity of the Company from time to time; provided, however, that the Manager (i) shall, no later than the effective date of a registration statement filed by the Company with the Securities and Exchange Commission with respect to an Initial Public Offering, provide a dedicated chief financial officer who shall devote all or substantially all of his or her working time and efforts to his or her duties as the chief financial officer of the Company and (ii) shall have the right, but not the obligation, to provide a dedicated controller and a dedicated internal legal officer to the Company who shall devote all or substantially all of their working time and efforts to their respective duties as the controller of and internal legal counsel to the Company. The dedicated chief financial officer provided by the Manager and any dedicated controller and internal legal officer that the Manager elects to provide, each of whom will be an employee of the Manager or one of its Affiliates, are referred to herein as “Dedicated Officers.” The Company shall have the benefit of the Manager’s reasonable judgment and effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its reasonable judgment, will materially adversely affect the performance of its obligations under this Agreement. The Manager shall have the obligation to provide to the Company a dedicated or partially dedicated chief financial officer (or comparable professional), and shall have the right, but not the obligation, to provide the Company with a dedicated or partially dedicated controller (or comparable professional), assistant controller, internal legal counsel, investor relations professional, internal audit staff and other dedicated personnel if approved by the independent directors of the Company (such personnel are referred to herein as “Dedicated Officers”). Each Dedicated Officer shall be an employee of the Manager or one of its Affiliates.
Appears in 3 contracts
Sources: Management Agreement (Ellington Financial LLC), Management Agreement (Ellington Financial LLC), Management Agreement (Ellington Financial LLC)
Devotion of Time. The Manager, through ▇▇▇▇▇▇▇▇▇ the Sponsor and its Affiliates, will provide a management team (including, without limitation, including a chief executive officer and officer, president, a chief operating officer, a chief financial officer, a chief investment officersecretary and such officers as the Manager deems appropriate, a controller, a legal officer subject to approval and a secretaryappointment of such officers by the Board) along with appropriate support personnel, to deliver the management services to the Company hereunder. The members of such management team shall devote such of their working time and efforts to the management of the Company as the Manager deems reasonably necessary and appropriate for the proper performance of all of the Manager’s duties hereunder, commensurate with the level of activity of the Company from time to time; provided, however, that the Manager (i) shall, no later than the effective date of a registration statement filed by the Company with the Securities and Exchange Commission with respect to an Initial Public Offering, provide a dedicated chief financial officer who shall devote all or substantially all of his or her working time and efforts to his or her duties as the chief financial officer of the Company and (ii) shall have the right, but not the obligation, to provide a dedicated controller and a dedicated internal legal officer to the Company who shall devote all or substantially all of their working time and efforts to their respective duties as the controller of and internal legal counsel to the Company. The partially dedicated chief financial officer provided by the Manager and any dedicated controller and officer, chief operating officer, controller, investor relations professional, or internal legal officer that counsel. To the extent the Manager elects to provideprovide the Company with any dedicated or partially dedicated chief financial officer, chief operating officer, controller, investor relations professional or internal legal counsel, each of whom will be an employee of the Manager or one of its Affiliates, such personnel are referred to herein as “Dedicated OfficersEmployees.” The Company shall have the benefit of the Manager’s reasonable judgment and effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its reasonable judgment, will materially adversely affect the performance of its obligations under this Agreement.
Appears in 2 contracts
Sources: Management Agreement (Acre Realty Investors Inc), Stock Purchase Agreement (Roberts Realty Investors Inc)
Devotion of Time. The Manager, through ▇▇▇▇▇▇▇▇▇ and its Affiliates, will provide a management team (includingwhich shall include, without limitation, a chief executive officer and president, a chief operating officer, a chief financial officer, a chief investment officerofficer or co-chief investment officers, a controller, a legal officer controller (or comparable professional) and a secretary) along with appropriate support personnel, to deliver the management services to the Company hereunder. The members of such management team may serve more than one role for the Company (e.g. the chief financial officer may also serve as the secretary, etc.) and may have other duties and responsibilities for the Manager and its Affiliates, including, but not limited to, with respect to other clients, but such management team members shall devote such of their working time and efforts to the management of the Company as the Manager deems reasonably shall be necessary and appropriate for the proper performance of all of the Manager’s duties hereunder, commensurate with the level of activity of the Company from time to time; provided, however, that the Manager (i) shall, no later than the effective date of a registration statement filed by the Company with the Securities and Exchange Commission with respect to an Initial Public Offering, provide a dedicated chief financial officer who shall devote all or substantially all of his or her working time and efforts to his or her duties as the chief financial officer of the Company and (ii) shall have the right, but not the obligation, to provide a dedicated controller and a dedicated internal legal officer to the Company who shall devote all or substantially all of their working time and efforts to their respective duties as the controller of and internal legal counsel to the Company. The dedicated chief financial officer provided by the Manager and any dedicated controller and internal legal officer that the Manager elects to provide, each of whom will be an employee of the Manager or one of its Affiliates, are referred to herein as “Dedicated Officers.” The Company shall have the benefit of the Manager’s reasonable judgment and effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its reasonable judgment, will materially adversely affect the performance of its obligations under this Agreement. The Manager shall have the obligation to provide to the Company a dedicated or partially dedicated chief financial officer (or comparable professional), and may, but is not required to, provide the Company with a dedicated or partially dedicated chief accounting officer (or comparable professional), controller (or comparable professional), assistant controller, internal legal counsel, investor relations professional, internal audit staff and other dedicated or partially dedicated personnel if approved by the Independent Directors (such personnel are referred to herein as “Reimbursed Employees”). Unless otherwise approved by the Independent Directors, each Reimbursed Employee shall be an employee of the Manager or one of its Affiliates.
Appears in 2 contracts
Sources: Management Agreement (Ellington Financial Inc.), Management Agreement (Ellington Financial Inc.)
Devotion of Time. The Manager, through ▇▇▇▇▇▇▇▇▇ and its Affiliates, will provide a management team (including, without limitation, a chief executive officer and president, a chief operating officer, a chief financial officer, a chief investment officer, a controller, a legal officer and a secretary) along with appropriate support personnel, to deliver the management services to the Company hereunder. The members of such management team shall devote such of their working time and efforts to the management of the Company as the Manager deems reasonably necessary and appropriate for the proper performance of all of the Manager’s duties hereunder, commensurate with the level of activity of the Company from time to time; provided, however, that the Manager (i) shall, no later than the effective date of a registration statement filed by the Company with the Securities and Exchange Commission with respect to an Initial Public Offering, provide a dedicated chief financial officer who shall devote all or substantially all of his or her working time and efforts to his or her duties as the chief financial officer of the Company and (ii) shall have the right, but not the obligation, to provide a dedicated controller and a dedicated or partially dedicated internal legal officer counsel to the Company who Company. If the Manager elects to provide a dedicated controller and/or a dedicated internal legal counsel to the Company, he or she shall devote all or substantially all of their his or her working time and efforts to their respective his or her duties as the controller of and or internal legal counsel. If the Manager elects to provide a partially dedicated internal legal counsel to the Company, such internal legal counsel shall be required to prioritize Company-related matters over non-Company matters. The dedicated chief financial officer provided by the Manager and any dedicated controller and dedicated or partially dedicated internal legal officer counsel that the Manager elects to provide, each of whom will be an employee of the Manager or one of its Affiliates, are referred to herein as “Dedicated Officers.” The Company shall have the benefit of the Manager’s reasonable judgment and effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its reasonable judgment, will materially adversely affect the performance of its obligations under this Agreement.
Appears in 2 contracts
Sources: Management Agreement (Ellington Financial LLC), Management Agreement (Ellington Financial LLC)
Devotion of Time. The Manager, directly or indirectly through ▇▇▇▇▇▇▇▇▇ and its Affiliates, will provide a management team (including, without limitation, a chief executive officer and president, a chief operating financial officer, a chief financial officercorporate secretary, a chief investment officer, and a controller, a legal officer and a secretary) along with appropriate support personnel, to deliver the management services to the Company hereunder. The members of such management team shall devote such of their working time and efforts to the management of the Company as the Manager deems reasonably necessary and appropriate for the proper performance of all of the Manager’s duties hereunder, commensurate with the level of activity of the Company from time to time; provided, however, that the Manager (i) shall, no later than the effective date of a registration statement filed by the Company with the Securities and Exchange Commission with respect to an Initial Public Offering, provide a dedicated chief financial officer who shall devote all or substantially all of his or her working time and efforts to his or her duties as the chief financial officer of the Company and (ii) shall have the right, but not the obligation, to provide a dedicated controller and a or partially dedicated chief financial officer, chief operating officer, controller, internal legal officer to the Company who shall devote all or substantially all of their working time and efforts to their respective duties as the controller of and internal legal counsel counsel, property managers and/or property management oversight professionals to the Company. The dedicated chief financial officer provided by To the Manager and any dedicated controller and internal legal officer that extent the Manager elects to provideprovide the Company with a dedicated or partially dedicated chief financial officer, controller, internal legal counsel, property managers and/or property management oversight professionals, each of whom will be an employee of the Manager or one of its Affiliates, such personnel are referred to herein as “Dedicated OfficersEmployees.” The Company shall have the benefit of the Manager’s reasonable judgment and effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its reasonable judgment, will materially adversely affect the performance of its obligations under this Agreement.
Appears in 1 contract
Devotion of Time. The Manager, through ▇▇▇▇▇▇▇▇▇ and its Affiliates, will provide a management team (including, without limitation, a chief executive officer and president, a chief operating officer, a chief financial officer, a chief investment officer, a controller, a legal officer and a secretary) along with appropriate support personnel, to deliver the management services hereunder to the Company hereunderCompany. The members of such management team shall devote such of their working time and efforts to the management of the Company as the Manager deems reasonably necessary and appropriate for the proper performance of all of the Manager’s duties hereunder, commensurate with the level of activity of the Company from time to time; provided, however, that the Manager (i) shall, no later than the effective date of a registration statement filed by the Company with the Securities and Exchange Commission with respect to an Initial Public Offering, shall provide a dedicated chief financial officer who shall devote all or substantially all of his or her working time and efforts to his or her duties as the chief financial officer of the Company and Company, (ii) shall have the right, but not the obligation, to provide a dedicated controller and a dedicated or partially dedicated internal legal officer counsel to the Company who and (iii) shall have the right, but not the obligation, to provide other dedicated personnel from time to time if approved in advance by the Board of Directors. If the Manager elects to provide a dedicated controller and/or a dedicated internal legal counsel to the Company, he or she shall devote all or substantially all of their his or her working time and efforts to their respective his or her duties as the controller of and or internal legal counsel. If the Manager elects to provide a partially dedicated internal legal counsel to the Company, such internal legal counsel shall be required to prioritize matters related to the Company over matters that are not related to the Company. The dedicated chief financial officer provided by the Manager and Manager, any dedicated controller and dedicated or partially dedicated internal legal officer counsel that the Manager elects to provide, each of whom will be an employee of the Manager or one of its Affiliates, and any other dedicated personnel of the Manager, the Company or its Subsidiaries as approved pursuant to clause (iii) above are referred to herein as “Dedicated Officers.” The Company shall have the benefit of the Manager’s reasonable judgment and effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its reasonable judgment, will materially adversely affect the performance of its obligations under this Agreement.
Appears in 1 contract
Devotion of Time. The Manager, directly or indirectly through ▇▇▇▇▇▇▇▇▇ and its Affiliates, will provide a management team (including, without limitation, a chief executive officer and president, a chief operating financial officer, a chief financial officercorporate secretary, a chief investment officer, and a controller, a legal officer and a secretary) along with appropriate support personnel, to deliver the management services to the Company hereunder. The members of such management team shall devote such of their working time and efforts to the management of the Company as the Manager deems reasonably necessary and appropriate for the proper performance of all of the Manager’s duties hereunder, commensurate with the level of activity of the Company from time to time; provided, however, that the Manager (i) shall, no later than the effective date of a registration statement filed by the Company with the Securities and Exchange Commission with respect to an Initial Public Offering, provide a dedicated chief financial officer who shall devote all or substantially all of his or her working time and efforts to his or her duties as the chief financial officer of the Company and (ii) shall have the right, but not the obligation, to provide a dedicated controller and a or partially dedicated chief financial officer, chief operating officer, controller, internal legal officer to the Company who shall devote all or substantially all of their working time and efforts to their respective duties as the controller of and internal legal counsel counsel, property managers and/or property management oversight professionals to the Company. The dedicated chief financial officer provided by To the Manager and any dedicated controller and internal legal officer that extent the Manager elects to provideprovide the Company with a dedicated or partially dedicated chief financial officer, chief operating officer, controller, internal legal counsel, property managers and/or property management oversight professionals, each of whom will be an employee of the Manager or one of its Affiliates, such personnel are referred to herein as “Dedicated OfficersEmployees.” The Company shall have the benefit of the Manager’s reasonable judgment and effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its reasonable judgment, will materially adversely affect the performance of its obligations under this Agreement.
Appears in 1 contract
Devotion of Time. The Manager, through ▇▇▇▇▇▇▇▇▇ and its Affiliates, will provide a management team (including, without limitation, a chief executive officer and president, a chief operating officer, a chief financial officer, a chief investment officerofficer or co-chief investment officers, a controller, a legal officer controller and a secretary) along with appropriate support personnel, to deliver the management services to the Company hereunder. The members of such management team shall devote such of their working time and efforts to the management of the Company as the Manager deems reasonably necessary and appropriate for the proper performance of all of the Manager’s duties hereunder, commensurate with the level of activity of the Company from time to time; provided, however, that the Manager (i) shall, no later than the effective date of a registration statement filed by the Company with the Securities and Exchange Commission with respect to an Initial Public Offering, provide a dedicated chief financial officer who shall devote all or substantially all of his or her working time and efforts to his or her duties as the chief financial officer of the Company and (ii) shall have the right, but not the obligation, to provide a dedicated controller and a or partially dedicated chief financial officer, chief operating officer, controller, internal legal officer to the Company who shall devote all or substantially all of their working time and efforts to their respective duties as the controller of and internal legal counsel counsel, property managers and/or property management oversight professionals to the Company. The dedicated chief financial officer provided by To the Manager and any dedicated controller and internal legal officer that extent the Manager elects to provideprovide the Company with a dedicated or partially dedicated chief financial officer, controller, internal legal counsel, property managers and/or property management oversight professionals, each of whom will be an employee of the Manager or one of its Affiliates, such personnel are referred to herein as “Dedicated OfficersEmployees.” The Company shall have the benefit of the Manager’s reasonable judgment and effort in rendering services and, in furtherance of the foregoing, the Manager shall not undertake activities which, in its reasonable judgment, will materially adversely affect the performance of its obligations under this Agreement.
Appears in 1 contract