Managing Standard definition
Managing Standard has the meaning set forth in the Management Agreement.
Managing Standard means standards that (a) are consistent with Current Practice or, to the extent of changed circumstances, practices, technologies, strategies or implementation methods, consistent with the standards as the Manager would implement or observe if the Managed Assets were owned by the Manager at such time; (b) are consistent with Ongoing Practice; (c) will enable the Manager to comply in all material respects with all of the duties and obligations of the Securitization Entities under the Transaction Documents, the Managed Documents and the Franchised Restaurant Leases; (d) are in material compliance with all applicable Requirements of Law; and (e) with respect to the use and maintenance of the Guarantors’ rights in and to the Securitization IP, are consistent with the standards imposed by the IP License Agreements.
Managing Standard means standards that (a) are consistent with Current Practice or, to the extent of changed circumstances, practices, technologies, strategies or implementation methods, consistent with the standards as the Manager would implement or observe if the Securitized Assets were owned by the Manager at such time; (b) are consistent with Ongoing Practice; (c) will enable the Manager to comply in all material respects with all of the duties and obligations of the Securitization Entities under the Related Documents and the Managed Documents; (d) are in material compliance with all applicable Requirements of Law; and (e) without limiting any of the foregoing, with respect to the use and maintenance of the Securitization Entities’ rights in and to the Securitization IP, are consistent with the standards imposed by the IP License Agreements.
Examples of Managing Standard in a sentence
The Manager shall administer such amounts in accordance with the Managing Standard.
The Manager, on behalf of the Securitization Entities, shall have full power and authority, acting alone and subject only to the specific requirements and prohibitions of this Agreement and in accordance with the Managing Standard, the Indenture and the other Transaction Documents, to do and take any and all actions, or to refrain from taking any such actions, and to do any and all things in connection with performing the Services that the Manager determines are necessary or desirable.
Subject to the Managing Standard, if the Manager shall not have received appropriate instructions from the Control Party within ten days of such notice (or within such shorter period of time as may be specified in such notice), the Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Documents, as the Manager shall deem to be in the best interests of the Noteholders and the Securitization Entities.
The Manager is hereby authorized by each Securitization Entity, and hereby agrees, to perform the Services (or refrain from the performance of the Services) subject to and in accordance with the Managing Standard and the terms of this Agreement, the other Transaction Documents and the Managed Documents.
Pursuant to the directions of the Securitization Entities and in accordance with the Managing Standard, the Manager shall administer, perform or supervise the performance of such other activities in connection with the Securitization Entities as are not covered by any of the foregoing provisions and as are expressly requested by any Securitization Entity and are reasonably within the capability of the Manager.
More Definitions of Managing Standard
Managing Standard with respect to the U.S. Manager, has the meaning set forth in the U.S. Management Agreement, and with respect to the Canadian Manager, has the meaning set forth in the Canadian Management Agreement.
Managing Standard means standards that (a) are consistent with Current Practice or, to the extent of changed circumstances, practices, technologies, strategies or implementation methods, consistent with the standards as the Manager would implement or observe if the Managed Assets were owned by the Manager at such time; (b) will enable the Manager to comply in all material respects with all of the duties and obligations of the Securitization Entities under the Transaction Documents and the New Franchise Agreements, Contributed Franchise Agreements, New Development Agreements and Contributed Development Agreements (and all agreements or obligations ancillary to any of the foregoing); (c) are in material compliance with all applicable Requirements of Law; and (d) with respect to the use and maintenance of IP Holder’s rights in and to the Securitization IP, are consistent with the standards imposed by the IP License Agreements.
Managing Standard means in accordance with standards that (a) are consistent with Current Practice or, to the extent of changed circumstances, practices, technologies, strategies or implementation methods, consistent with the standards as the Manager would implement or observe if the Managed Assets were owned by the Manager at such time; (b) will enable the Manager to comply in all material respects with all of the duties and obligations of each Canadian Securitization Entity under the applicable Transaction Documents, New Franchise Agreements, Contributed Franchise Agreements, New Development Agreements and Contributed Development Agreements; (c) are in material compliance with all applicable Requirements of Law; and (d) with respect to the use and maintenance of each Canadian SPV Franchising Entity’s rights in and to the applicable Securitization IP, are consistent with the standards imposed by the applicable Canadian SPV IP License Agreements.
Managing Standard means standards that (a) are consistent with Current Practice or, to the extent of changed circumstances, practices, technologies, strategies or implementation methods, consistent with the standards as the Manager would implement or observe if the Managed Assets were owned by the Manager at such time;
Managing Standard means standards that (a) are consistent with Current Practice or, to the extent of changed circumstances, practices, technologies, strategies or implementation methods, consistent with the standards as the Manager would implement or observe if the Managed Assets were owned by the Manager at such time; (b) shall enable the Manager to comply in all material respects with all of the duties and obligations of the Securitization Entities under the Transaction Documents and the New Franchise Agreements, Contributed Franchise Agreements, New Development Agreements, Contributed Development Agreements, New Vendor Rebate Contracts and Contributed Vendor Rebate Contracts; (c) are in material compliance with all applicable Requirements of Law; and (d) with respect to the use and maintenance of Wingstop Franchisor’s rights in and to the Securitization IP, are consistent with the standards imposed by the Wingstop IP License Agreement.
Managing Standard with respect to the U.S. Manager, has the meaning set forth in the U.S. Management Agreement, and with respect to the Canadian Manager, has the meaning set forth in the Canadian Management Agreement. “Material Adverse Effect” means: (a) with respect to the Managers, collectively, a material adverse effect on (i) their results of operations, business, properties or financial condition, taken as a whole, (ii) their ability to conduct their respective business or to perform in any material respect their respective obligations under the applicable Management Agreement or any other Transaction Document, taken as a whole, (iii) the Collateral, taken as a whole, or (iv) the ability of the Securitization Entities to perform in any material respect their obligations under the Transaction Documents; (b) with respect to the Collateral, a material adverse effect with respect to (i) any Driven Securitization Brand in any jurisdiction that is material to the business of the Securitization Entities or with respect to the Securitization IP, taken as a whole, the enforceability of the terms thereof, the
Managing Standard means standards that (a) are consistent with Current Practice or, to the extent of changed circumstances, practices, technologies, strategies or implementation methods, consistent with the standards as the Manager would implement or observe if the Securitized Assets were owned by the Manager at such time; (b) are consistent with Ongoing Practice; (c) will enable the Manager to comply in all material respects with all of the duties and obligations of the Securitization Entities under the Related Documents, the Managed Documents; (d) are in material compliance with all applicable Requirements of Law; and (e) with respect to the use and maintenance of the Securitization Entities’ rights in and to the Securitization IP, are consistent with the standards imposed by the IP License Agreements for the Franchisor. “Master Issuer” has the meaning set forth in the preamble hereto. “Master Issuer Parent” has the meaning set forth in the preamble hereto. “NAF Servicing Agreement” has the meaning set forth in the recitals hereto. “New Asset Addition Date” means, with respect to any New Asset, the earliest of (i) the date on which such New Asset is acquired by the applicable Securitization Entity, (ii) the later of (a) the date upon which the closing occurs under the applicable contract giving rise to such New Asset and (b) the date upon which all of the diligence contingencies, if any, in the contract for purchase of the applicable New Asset expire and the Securitization Entity acquiring such New Asset no longer has the right to cancel such contract and (iii) if such New Asset is a New Franchise Agreement, New Area Development Agreement or Franchisee Note, the date on which the related Securitization Entity begins receiving payments from the applicable Franchisee in respect of such New Asset. “Notes” has the meaning set forth in the recitals hereto. “Offering Memorandum” means the final private placement memorandum, dated as of July 19, 2018, relating to the Notes. “Ongoing Practice” means, in respect of any action or inaction, practices, standards and procedures that are at least as favorable or beneficial to the Securitization Entities as the practices, standards and procedures of any Non-Securitization Entities as performed with respect to any new or changed circumstances arising after the Closing Date, such as any additional store 8 143946769_2