Common use of Term; Termination Without Cause Clause in Contracts

Term; Termination Without Cause. (a) This Agreement became effective on the Effective Date and shall continue in operation unless terminated in accordance with the terms hereof. (b) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety (90) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon a unanimous vote of the Independent Directors. Upon a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on the last day of the term of this Agreement (the “Effective Termination Date”). (c) The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 days from the date such notice is sent or (ii) such latter date as the Manager may determine. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c). (d) Except as set forth in this Section 10, a Termination Without Cause of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(b), Section 5, Section 7, Section 8, Section 10(e), Section 13(b) and Section 14 of this Agreement. (e) If the Company terminates this Agreement pursuant to this Section 10, the Company shall forfeit any controlling interest in any joint venture. (f) If the Company terminates this Agreement pursuant to this Section 10, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “KKR,” and the Company, any successor manager or any other Person shall make no further use of “KKR” or any similar name or any derivations thereof in relation to the activities of the Company. (g) The Manager shall cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.

Appears in 4 contracts

Sources: Management Agreement (KKR Private Equity Conglomerate LLC), Management Agreement (KKR Infrastructure Conglomerate LLC), Management Agreement (KKR Private Equity Conglomerate LLC)

Term; Termination Without Cause. (a) This Agreement became effective on the Effective Date and shall continue in operation unless terminated in accordance with the terms hereof. (b) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety (90) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon a unanimous vote of the Independent Directors. Upon a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on the last day of the term of this Agreement (the “Effective Termination Date”). (c) The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 days from the date such notice is sent or (ii) such latter date as the Manager may determine. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c). (d) Except as set forth in this Section 10, a Termination Without Cause of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(b3(e), Section 5, Section 7, Section 8, Section 10(e), Section 13(b) and Section 14 of this Agreement. (e) If the Company terminates this Agreement pursuant to this Section 10, the Company shall forfeit any controlling interest in any joint venture. (f) If the Company terminates this Agreement pursuant to this Section 10, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “KKREQT,” and the Company, any successor manager or any other Person shall make no further use of “KKREQT” or any similar name or any derivations thereof in relation to the activities of the Company. (g) The Manager shall cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.

Appears in 3 contracts

Sources: Management Agreement (EQT Private Equity Co LLC), Management Agreement (EQT Infrastructure Co LLC), Management Agreement (EQT Private Equity Co LLC)

Term; Termination Without Cause. (a) This Agreement became effective on the Effective Date and shall continue in operation unless terminated in accordance with the terms hereof. (b) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety one hundred eighty (90180) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon a unanimous vote of the Independent DirectorsDirectors that there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and its Subsidiaries taken as a whole. Upon a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on the last day of the term of this Agreement (the “Effective Termination Date”). (c) The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 days from the date such notice is sent or (ii) such latter date as the Manager may determine. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c). (d) Except as set forth in this Section 10, a Termination Without Cause of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(b), Section 5, Section 7, Section 8, Section 10(e), Section 13(b) and Section 14 of this Agreement. (e) If the Company terminates this Agreement pursuant to this Section 10, the Company shall forfeit any controlling interest in any joint venture. (f) If the Company terminates this Agreement pursuant to this Section 10, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “KKR,” and the Company, any successor manager or any other Person shall make no further use of “KKR” or any similar name or any derivations thereof in relation to the activities of the Company. (g) The Manager shall cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.

Appears in 2 contracts

Sources: Management Agreement (KKR Infrastructure Conglomerate LLC), Management Agreement (KKR Infrastructure Conglomerate LLC)

Term; Termination Without Cause. (a) This Agreement became effective on the Effective Date and shall continue in operation unless terminated in accordance with the terms hereof. (b) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety (90) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon a unanimous vote of the Independent Directors. Upon a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on the last day of the term of this Agreement (the “Effective Termination Date”). (c) The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 days from the date such notice is sent or (ii) such latter date as the Manager may determine. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c). (d) Except as set forth in this Section 10, a Termination Without Cause of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(b), Section 5, Section 7, Section 8, Section 10(e), Section 13(b) and Section 14 of this Agreement. (e) If the Company terminates this Agreement pursuant to this Section 10, the Company shall forfeit any controlling interest in any joint venture. (f) If the Company terminates this Agreement pursuant to this Section 10, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “KKR,” and the Company, any successor manager or any other Person shall make no further use of “KKR” or any similar name or any derivations thereof in relation to the activities of the Company. (g) The Manager shall cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.

Appears in 1 contract

Sources: Management Agreement (KKR Infrastructure Conglomerate LLC)

Term; Termination Without Cause. (a) This Agreement became effective on the Effective Date and shall continue in operation unless terminated in accordance with the terms hereof. (b) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety (90) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon a unanimous vote of the Independent Directors. Upon a Termination Without Cause, the Company shall pay (or cause the Series to pay) the Manager the Termination Fee before or on the last day of the term of this Agreement (the “Effective Termination Date”). (c) The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 one hundred eighty (180) days from the date such notice is sent or (ii) such latter date as the Manager may determine. The Company is not required to pay (or cause the Series to pay) to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c). (d) Except as set forth in this Section 10, a Termination Without Cause of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(b), Section 5, Section 7, Section 8, Section 10(e), Section 13(b) and Section 14 of this Agreement. (e) If the Company terminates this Agreement pursuant to this Section 10, the Company and each Series shall forfeit (and shall cause each Series to forfeit) any controlling interest in any joint venture. (f) If the Company terminates this Agreement pursuant to this Section 10, the Company shall, before the Effective Termination Date, the Company shall, upon the Manager’s request, cause the name of the Company and each Series to be changed to omit reference to “KKRI Squared,” and the CompanyCompany and each Series, any successor manager or any other Person shall make no further use of “KKRI Squared” or any similar name or any derivations thereof in relation to the activities of the CompanyCompany or the Series. (g) The Manager shall cooperate, at the expense of the Company (provided, however, that the Company may cause such expense to be paid by any applicable Series in accordance with the Company’s expenseGoverning Agreements), with the Company in executing an orderly transition of the management of the Company’s consolidated assets of the Company generally and the Series to a new manager.

Appears in 1 contract

Sources: Management Agreement (ISQ Open Infrastructure Co LLC)