The Manager Sample Clauses

The Manager. The Manager assumes and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement, and shall at its own expense, provide the office space, equipment and facilities which it is obligated to provide under Article I hereof, and shall pay all compensation of officers of the Fund and all Directors who are affiliated persons of the Manager.
The Manager. In accordance with Section 18-402 of the Act, the business and affairs of the Company shall be vested in a manager, which shall be the Member (when acting in such capacity, the “Manager”). The Manager shall have the complete right, power and discretion to operate and control the affairs of the Company, including the power and authority to bind the Company and otherwise to act for and on behalf of the Company.
The Manager. The Manager represents and warrants to the Administrative Agent and each Lender Party as of the date of this Agreement, as of the Closing Date and as of the date of each Advance made hereunder, that (i) no Manager Termination Event has occurred and is continuing and (ii) each representation and warranty made by it in any Related Document (other than a Related Document relating solely to a Series of Notes other than the Series 2018-1 Notes and other than any representation or warranty in Article V of the Management Agreement) to which it is a party (including any representations and warranties made by it in its capacity as Manager) is true and correct (a) if not qualified as to materiality or Material Adverse Effect, in all material respects and (b) if qualified as to materiality or Material Adverse Effect, in all respects as of the date originally made, as of the date hereof and as of the Closing Date (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date).
The Manager. The Manager of the Company is Man Asset Management (Ireland) Limited which was incorporated in Ireland as a private limited liability company on 17 June 1996 under registration number 250493. The authorised share capital of the Manager is EUR1,499,750 and the issued and paid up share capital of the Manager is EUR138,888.75. The Manager is an indirect wholly-owned subsidiary of Man Group. The Manager is engaged in the business of providing management and administrative services to collective investment schemes and also acts as manager to Man Funds plc, GLG Global Convertible Fund plc, Man GLG Global Opportunity plc, Man Qualifying Investor Fund plc and Man Funds VIII ICAV. The Secretary of the Manager is Matsack Trust Limited. Under the Management Agreement between the Company and the Manager dated 21 December 2007 (the “Management Agreement”), the Manager will provide or procure the provision of management, administration, accounting, registration, transfer agency, distribution and investment management or advisory services to or for the benefit of the Company. Either party may terminate the Management Agreement at any time on thirty (30) daysnotice in writing to the other party, provided that the Company shall not serve a notice of termination unless the holders of not less than 50% of the outstanding issued shares of the Company have previously voted in favour of the termination of the Management Agreement at a general meeting of the Company convened for such purpose. Either party may terminate the Management Agreement immediately in the event of the other party (i) committing any material breach, or persistent breaches, of the Management Agreement which is or are either incapable of remedy or have not been remedied within thirty (30) days of the non-defaulting party serving notice requiring the remedying of the default; (ii) being incapable of performing its duties or obligations under the Management Agreement; (iii) being unable to pay its debts as they fall due or otherwise becoming insolvent or entering into any composition or arrangement with or for the benefit of its creditors of any class thereof; (iv) being the subject of any petition for the appointment of an examiner or similar officer to it; (v) having a receiver appointed over all or any substantial part of its undertaking, assets or revenues; (vi) being the subject of an effective resolution for its winding up except in relation to a voluntary winding up for the purposes of reconstruction ...
The Manager. The Manager assumes the expense of and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement, and shall at its own expense provide the office space, equipment and facilities that it is obligated to provide under this Agreement, and shall pay all compensation of officers of the Fund and all trustees of the Fund who are affiliated persons of the Manager, except as otherwise specified in this Agreement. Except for those expenses assumed by the Fund as provided in section (b) below, the Manager shall bear all of the Fund’s expenses including, but not limited to: custodian fees; transfer agent fees; pricing costs (including the daily calculation of net asset value); accounting fees; legal fees (except extraordinary litigation expenses); expenses of shareholdersand/or trustees’ meetings; bookkeeping expenses related to shareholder accounts; insurance charges; cost of printing and mailing shareholder reports and proxy statements; costs of printing and mailing registration statements and updated prospectuses to current shareholders; and the fees of any trade association of which the Fund is a member. The Manager agrees that neither it nor any Service Provider will make any separate charge to any shareholder or his individual account for any services rendered to said shareholder or the Fund unless such charge for special services is specifically approved by the Board including a majority of the trustees who are not “interested persons” (as such term is defined in the 1940 Act) of the Manager (the “disinterested trustees”). No special charge will be levied retroactively or without appropriate notice to affected shareholders.
The Manager. The Manager assumes responsibility for and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement, and shall at its own expense, provide the office space, equipment and facilities which it is obligated to provide under Article I hereof, except as specified otherwise in Section III(b) hereof.
The Manager. The Manager represents and warrants to each Lender Party that no Manager Termination Event has occurred and is continuing as a result of any representation and warranty made by it in any Transaction Document (other than a Transaction Document relating solely to a Series of Notes other than the Series 2016-1 Notes) to which it is a party (including any representations and warranties made by it as Manager) being inaccurate.
The Manager. The Manager assumes and shall pay, or cause its affiliates to pay, for maintaining the staff and personnel necessary to perform its obligations under this Agreement, and shall, at its own expense, provide the office space, facilities and necessary personnel which it is obligated to provide under Article I hereof. The Manager shall pay, or cause its affiliates to pay, compensation of all officers of the Trust and all Trustees of the Trust who are affiliated persons of the Manager or any sub-adviser, or of an affiliate of the Manager or any sub-adviser.
The Manager. 3. The Manager acknowledges that it has received and is familiar with the terms of the Bylaws of the Corporation as heretofore passed by the Corporation and registered with the Land Titles Office.
The Manager. The Manager is registered with the SEC under the Advisers Act. The Manager shall remain so registered throughout the term of this Agreement and shall notify Trust immediately if the Manager ceases to be so registered as an investment adviser. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Trust with a copy of that code, together with evidence of its adoption. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, the president or a vice president of the Manager shall certify to the Trust that the Manager has complied with the requirements of Rule 17j-1 (as amended from time to time) during the previous quarter and that there have been no violations of the Manager's code of ethics or, if such a violation has occurred, that appropriate action has been taken in response to such violation. Upon written request of the Trust, the Manager shall permit representatives of the Trust to examine the reports (or summaries of the reports) required to be made to the Manager by Rule 17j-1(c)(1) and other records evidencing enforcement of the code of ethics.