Remedies of the Manager Sample Clauses

Remedies of the Manager. Upon the occurrence of an ECT Event of Termination, and without recourse to legal process and without limiting any other rights or remedies which the Manager may have at law or otherwise, the Manager may immediately terminate this Agreement by prior written notice of such termination delivered to ECT.
Sample 1
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Remedies of the Manager. Subject at all times to the Intercreditor and Subordination Agreement, and provided that there has not been a Collateral Agent Notice of Exclusive Control, whenever a Manager Event of Default shall have occurred and be continuing (if such default is not cured within any applicable cure period) and, if arbitration is timely demanded, after entry of an arbitrator's award finding that a Manager Event of Default has occurred (if such default is not cured within any applicable cure period), the Manager may thereafter give the Bank and the Authority a Manager Notice of Exclusive Control, and the Bank (for and on behalf and at the direction of the Manager) or the Manager, as applicable, shall be entitled to pay to the Manager from Enterprise Collateral all amounts otherwise payable to the Authority with respect to the Monthly Distribution Payment (as such term is defined in the Management Agreement), and to apply the same towards the repayment of the Manager Obligations (subject, as to the Minimum Payments Note (as such term is defined in the Development Agreement), to the provisions of Section 3.2), and to endorse in the name of the Authority any checks, drafts, notes or other instruments or documents received in payment of or on account of the Enterprise Collateral; and any such proceeds so received and prepaid shall be applied to installments of principal on the Manager Obligations in the inverse order of their maturity; and provided further that the Manager may obtain any injunctive or other relief as is necessary for the enforcement of this Agreement and the terms and provisions set forth herein;
Sample 1
Remedies of the Manager. Upon the occurrence of a Nova Event of Termination, and without recourse to legal process and without limiting any other rights or remedies which the Manager may have at law or otherwise, the Manager may immediately terminate this Agreement by prior written notice of such termination delivered to Nova.
Sample 1
Remedies of the Manager. Subject at all times to the Intercreditor and Subordination Agreement, and provided that a First Lien Secured Obligations Event of Default Period is not then continuing, whenever a Manager Event of Default shall have occurred and be continuing (if such default is not cured within any applicable cure period), the Manager may thereafter give the Bank and the Authority a Manager Notice of Exclusive Control, and the Bank (for and on behalf and at the direction of the Manager) or the Manager, as applicable, shall be entitled to pay to the Manager from Enterprise Collateral all amounts otherwise payable to the Authority with respect to the Monthly Distribution Payment and to apply the same towards the repayment of the Manager Obligations, and to endorse in the name of the Authority any checks, drafts, notes or other instruments or documents received in payment of or on account of the Enterprise Collateral; and any such proceeds so received and prepaid shall be applied to installments of principal on the Manager Obligations in the inverse order of their maturity; and provided further that the Manager may obtain any injunctive or other relief as is necessary for the enforcement of this Agreement and the terms and provisions set forth herein; provided, however, that any and all obligations of the Authority and remedies of the Manager shall be Limited Recourse and shall be subject to the limitations set forth in the Resolution of Limited Waiver; and provided further that, notwithstanding any term or provision contained herein, the Manager shall take all steps necessary to continue to permit and cause the necessary withdrawals and transfers to be made from the Dominion Account in accordance with Section 2.3 hereof so long as such withdrawals and transfers are both otherwise required to be made by the Development and Management Agreement and permitted to be made by the Indenture, with the exception that the Manager shall be entitled to retain all amounts otherwise payable to the Authority with respect to the Monthly Distribution Payment and apply the same towards the repayment of the Manager Obligations; and in no event shall the Manager exercise any remedy against the Authority (excluding third parties) with respect to the Enterprise Revenues other than such remedies as are necessary to require their deposit into the Dominion Account or seeking an accounting and turnover of any Enterprise Revenues held in trust by the Authority as required under Section 2.2 hereof un...
Sample 1
Remedies of the Manager. Upon the occurrence of an Event of Default by a Company, the Manager may terminate this Agreement with respect to any applicable Community on thirty (30) days’ notice to any such applicable Company and any such Company shall pay the Manager, within thirty (30) days of the effective date of termination as liquidated damages and in lieu of any other remedy of the Manager at law or in equity, as well as any accrued but unpaid fees owed to the Manager pursuant to Section 5.01, (a) the Termination Fee for that Community, plus (b) an amount equal to the present value of the portion of the annual payments of the Incentive Fee that would have been allocated to that Community during the period from the date of termination to the scheduled expiration date of the Term (not including any extension of the Term, but not for a period in excess of ten (10) years in any event) assuming the annual allocated portion of Incentive Fee for that Community during such period was equal to the average of the portion of the Incentive Fee allocated to that Community in each of the three (3) calendar years ended prior to such termination, discounted at an annual rate equal to the Discount Rate.
Sample 1

Related to Remedies of the Manager

  • Covenants of the Manager The Manager covenants and agrees with each underwriter as follows:

  • Duties of the Manager (a) The Manager shall, subject to the direction and control of the Trust’s Board of Trustees (i) (except to the extent an investment subadviser (each, a “Subadviser”), as defined below, has been retained in respect of some or all of the assets of the Fund) furnish continuously an investment program for the Fund and make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities; and (ii) provide reports on the foregoing to the Board of Trustees at each Board meeting.

  • Liabilities of the Manager A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Manager, the Manager shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.

  • Activities of the Manager The services of the Manager to the Fund hereunder are not to be deemed exclusive, and the Manager and any of its affiliates shall be free to render similar services to others. Subject to and in accordance with the Agreement and Declaration of Trust and By-Laws of the Trust and Section 10(a) of the 1940 Act, it is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Manager or its affiliates as directors, officers, agents or stockholders; that directors, officers, agents or stockholders of the Manager or its affiliates are or may be interested in the Trust as trustees, officers, agents, shareholders or otherwise; that the Manager or its affiliates may be interested in the Fund as shareholders or otherwise; and that the effect of any such interests shall be governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act.

  • Appointment and Duties of the Manager (a) The Company hereby appoints the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.

  • Representations of the Manager The Manager represents, warrants and agrees that:

  • Obligations of the Manager a. The Manager shall provide (or cause the Fund’s custodian to provide) information to the Subadviser in a timely manner regarding such matters as the composition of assets in the Portfolio, cash requirements and cash available for investment in the Portfolio, and all other information as may be reasonably necessary for the Subadviser to perform its responsibilities hereunder.

  • Appointment of the Manager The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended and supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1940 Act and the Securities Act of 1933 (the "Securities Act"), including any representations made in the prospectus and statement of additional information relating to the Funds contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust's Board of Trustees (the "Board"). The Board is authorized to issue any unissued shares in any number of additional classes or series. The investment authority granted to the Manager shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Funds. The Trust hereby appoints the Manager, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof. The Trust hereby appoints the Manger to provide the Fundlevel duties and services as set forth in Section 2(b) hereof, for the compensation and on the terms herein provided, and the Manager hereby accepts such appointment. Each new investment portfolio established in the future by the Trust shall automatically become a "Fund" for all purposes hereunder as if it were listed on Schedule A, absent written notification to the contrary by either the Trust or the Manager.

  • Rights of the Company in Respect of the Master Servicer The Master Servicer shall afford the Company, upon reasonable notice, during normal business hours access to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Company with its most recent financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and condition, financial or otherwise. The Master Servicer shall also cooperate with all reasonable requests for information including, but not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the Certificates from any Person or Persons identified by the Company or Residential Funding. The Company may, but is not obligated to, enforce the obligations of the Master Servicer hereunder and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of the Master Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved of any of its obligations hereunder by virtue of such performance by the Company or its designee. The Company shall not have any responsibility or liability for any action or failure to act by the Master Servicer and is not obligated to supervise the performance of the Master Servicer under this Agreement or otherwise.

  • Covenants of the Master Servicer The Master Servicer hereby covenants to the Depositor and the Trustee as follows:

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