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. A. The Lessee shall sign a management contract with the company immediately on its being requested to do so. The management contract shall be in the form attached to this agreement as Annex G, or in a similar form, covering any alterations and amendments which shall be agreed upon between the Lessor and the management company to be chosen by the company which shall provide management service. The foregoing shall not derogate from the Lessee's obligation to make all the payments pertaining to the stipulations contained in this lease contract, as arranged and on the due dates thereof, irrespective of whether or not a management contract has been signed.
The Management Company. 5.1 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. 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.
The Management Company. The Fund is managed by Duemme Luxembourg S.A., a “société anonyme”, a public limited company established and having its registered and administrative office in 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 for the account of the Fund. The administration of its own assets is only of ancillary nature. The Management Company is in charge (the list is not restrictive or exhaustive) of: (1) issuing, redeeming and converting the Units of the Fund; (2) concluding contracts with any and all third parties, in particular any contract deemed necessary for the attainment of the Fund’s objectives; (3) purchasing, subscribing, selling, exchanging, receiving and delivering all transferable securities; (4) collecting all revenues generated by the assets of the Fund; (5) exercising the rights attached to the constituent securities of the Fund’s portfolio; and (6) keeping the accounts of the Fund and drawing up the financial statements thereof periodically. The Management Company may not use the assets of the Fund for its own needs. It may decide to discontinue its remit: - if the Fund is dissolved in accordance with the procedure provided under Article 16; or - when its commitments are taken over by another Management Company accredited in accordance with the relevant legislation, and when such a substitution is carried out in compliance with the provisions of these Management Rules. The Management Company has the possibility to delegate any or all of such functions to third parties. The Management Company has delegated to BNP Paribas Securities Services, Luxembourg Branch the administration functions (hereinafter referred to as the “Administration Agent”) and registrar and transfer functions (hereinafter referred to as the “Registrar and Transfer Agent”). The Management Company has delegated the investment management services for some specific Sub‐Funds to an Investment Manager and the marketing and distribution functions to distributor(s) as may be appointed.
