New Manager Clause Samples

New Manager. Great Elm shall cause the New Manager, as such term is defined in the Merger Agreement, to use its reasonable best efforts to cause the conditions set forth in Sections 5.1(c), 5.1(d), 5.1(e), 5.3(b), 5.3(d) and 5.3(e) of the Merger Agreement to be satisfied prior to the Termination Date, including as such date may be extended in accordance with the Merger Agreement.
View SourceView Similar (3)
New Manager. If (a) Manager is replaced with a new manager (the “New Manager”) in accordance with the terms and provisions of this Assignment, and (b) Tenant shall have entered into a new management agreement with New Manager (the “New Management Agreement”) upon terms reasonably acceptable to Landlord in all respects, then Tenant shall execute, and shall cause New Manager to execute, an agreement assigning the New Management Agreement to Landlord, subordinating the New Management Agreement and the terms thereof, including but not limited to New Manager’s right to payment of management fees, and containing certain other agreements of Tenant and New Manager, such agreement to be substantially in the form of this Assignment.
View Source
New Manager. ▇▇▇▇▇▇▇▇ agrees that it will take no action to effect a termination of the Lease by reason of any Event of Default or any other breach or default without first giving to the Investor a reasonable time of not less than sixty (60) days after i) Landlord’s notice to Tenant and Investor of such Event of Default or any other breach or default and ii) the expiration of ▇▇▇▇▇▇’s cure period (“Manager Replacement Deadline”), to replace ▇▇▇▇▇▇’s Manager and cause the new Manager to cure the Event of Default or other breach or default. As a condition of such forbearance, Landlord must receive notice from the Investor of the substitution of a new Manager of Tenant not later than the Manager Replacement Deadline and Tenant, following such substitution or admission of the new Manager, shall thereupon proceed with due diligence to cure such Event of Default or other breach or default as soon as reasonably possible. In no event, however, shall Landlord be required to engage in the forbearance described in this Section for a period longer than three (3) months, regardless of the due diligence of the Investor or the new Manager.
View Source
New Manager. Notwithstanding anything to the contrary contained in the Lease, ▇▇▇▇▇▇▇▇ agrees that it will take no action to effect a termination of the Lease by reason of any Event of Default or any other breach or default without first giving to the Investor reasonable time, not to exceed 60 days, to replace ▇▇▇▇▇▇’s manager and/or admit an additional manager and cause the new manager to cure the Event of Default or other breach or default; provided, however, that as a condition of such forbearance, Landlord must receive notice from the Investor of the substitution or admission of a new manager of Tenant within 30 days following Landlord’s notice to Tenant and the Investor of the Event of Default or other breach or default, and Tenant, following such substitution or admission of the manager, shall thereupon proceed with due diligence to cure such Event of Default or other breach or default. In no event, however, shall Landlord be required to engage in the forbearance described in this section for a period longer than six (6) months, regardless of the due diligence of the Investor or the new manager.
View Source

Related to New Manager

  • Independent Manager Notwithstanding anything to the contrary in the certificate of formation or limited liability company agreement of the Depositor, the Depositor shall ensure that at least one manager of the Depositor shall be an Independent Manager.

  • Manager 5.1. Rules relating to the rights, duties and responsibilities of the Managers shall be governed by the Act. Such provisions are hereinafter incorporated into this Agreement by reference. Without limiting the generality of the foregoing, the Manager shall have the powers set forth in Paragraph 5.3 below.

  • Investment Manager The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and, if applicable, administrative services for the Trust or for any Portfolio with any Person; and any such contract may contain such other terms as the Trustees may determine, including without limitation, authority for the Investment Manager to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust’s investments, and such other responsibilities as may specifically be delegated to such Person. The Trustees may authorize the Investment Manager to employ, from time to time, one or more sub-advisers to perform such of the acts and services of the Investment Manager, and upon such terms and conditions, as may be agreed among the Trustees, the Investment Manager and sub-adviser. Any reference in this Declaration of Trust to the Investment Manager shall be deemed to include such sub-advisers, unless the context otherwise requires.

  • Sub-Adviser The Sub-Adviser represents and warrants to the Adviser that: (i) The Sub-Adviser’s activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments, and in accordance with the Company’s compliance policies and procedures adopted thereby pursuant to Rule 38a-1 under the Investment Company Act, and the Sub-Adviser’s own compliance policies and procedures adopted thereby pursuant to the Advisers Act, in each case as applicable to its activities hereunder with respect to the Net Allocated Assets (the “Compliance Policies”). (ii) The Sub-Adviser shall provide, within a reasonable time agreed upon by the parties, the Adviser, the Company or the Board with such information and assurances (including certifications and sub-certifications) and with such assistance as the Adviser, the Company or the Board may reasonably request from time to time in order to assist it in complying with applicable laws, rules, regulations and exemptive orders, including requirements in connection with the Adviser’s, the Sub-Adviser’s or the Board’s fulfillment of its responsibilities under Section 15(c) of the 1940 Act (in such form and frequency as the Adviser and Sub-Adviser mutually agree). (iii) The Sub-Adviser shall use commercially reasonable efforts to provide the Adviser and its affiliates with any information the Adviser needs for the preparation and/or filing of periodic and other reports and filings required to maintain the registration and qualification of the Company, or to meet other reporting, regulatory or tax requirements applicable to the Company, under federal and state, and foreign securities, commodities and tax laws and other applicable laws. (iv) The retention of the Sub-Adviser by the Adviser as contemplated by this Agreement is permitted under the Sub-Adviser’s governing documents. (v) The execution, delivery and performance of this Agreement do not violate any obligation by which the Sub-Adviser or its property is bound, whether arising by contract, operation of law or otherwise. (vi) This Agreement has been duly authorized by appropriate action of the Sub-Adviser and when executed and delivered by the Sub-Adviser will be a legal, valid and binding obligation of the Sub-Adviser. (vii) The Sub-Adviser is registered as an investment adviser under the Investment Advisers Act of 1940 and is duly registered and/or licensed with all other regulatory bodies necessary or appropriate to perform its obligations under this Agreement. (viii) The Sub-Adviser is not prohibited by the Investment Adviser Act of 1940 or other law, regulation or order from performing the services contemplated by this Agreement.

  • Management Agent Borrower shall cause the Development to be managed by an experienced management agent reasonably acceptable to the County, with a demonstrated ability to operate residential facilities like the Development in a manner that will provide decent, safe, and sanitary housing (the "Management Agent"). The County has approved the ▇▇▇▇ ▇▇▇▇▇▇▇ Company as the Management Agent. Borrower shall submit for the County's approval the identity of any proposed subsequent management agent. Borrower shall also submit such additional information about the background, experience and financial condition of any proposed management agent as is reasonably necessary for the County to determine whether the proposed management agent meets the standard for a qualified management agent set forth above. If the proposed management agent meets the standard for a qualified management agent set forth above, the County shall approve the proposed management agent by notifying Borrower in writing. Unless the proposed management agent is disapproved by the County within thirty (30) days, which disapproval is to state with reasonable specificity the basis for disapproval, it shall be deemed approved.