By Manager. Manager and its duly authorized representatives shall have the right at all reasonable times to enter upon Group’s Premises for the purposes of carrying out the duties of Manager hereunder, and for inspection and verification of Group’s books and records pertaining to Group’s Practice; provided, however, that any such entry by Manager shall not unreasonably interfere with the conduct of Group’s Practice.
By Manager. Cause for termination by Manager shall be limited to the following: (i) failure of any representation or warranty made by Group in this Agreement to be true at the date of this Agreement and to remain true throughout the Term hereof, which failure has a material adverse effect upon Manager; (ii) material failure by Group to duly observe and perform all the covenants and agreements undertaken by Group herein; (iii) misrepresentation of material fact, or fraud, by Group in the discharge of Group’s obligations under this Agreement; or (iv) if Group shall be adjudicated insolvent or bankrupt, or shall make a general assignment for the benefit of creditors, or shall consent to or authorize the filing of a voluntary petition in bankruptcy, which petition shall remain undismissed for a period of sixty (60) days, or the filing against Group of any proceeding in involuntary bankruptcy, which proceeding shall remain undismissed for a period of sixty (60) days.
By Manager i. Manager may terminate this Agreement by written notice to the Board of Directors if (x) either Xxxxx X. Xxxxxxxx, Xxxxxxx Xxxxx or Xxxx Xxxxxxxx is terminated as a director or executive officer position held with the Company, without the prior written consent of such respective individual, other than for Cause and (y) the Board of Directors has not, within 30 days of such removal, given notice of termination of this Agreement pursuant to Section 3(b).
ii. Manager may terminate this Agreement upon 30 days written notice to the Board of Directors if there is a Change in Control of the Company. For purposes of this Agreement, Change in Control shall mean (i) the acquisition of 50% or more of the then outstanding voting stock of the Company in a single transaction or series of transactions, (ii) members of the incumbent Board of Directors cease to constitute a majority of the Board of Directors without the approval of the remaining members of the Board of Directors or (iii) reorganization, merger or consolidation where all or substantially all holders of the outstanding voting stock of the Company do not, after such reorganization, merger or consolidation, own more than 50% of the then outstanding voting stock of the resulting entity.
By Manager. Manager shall indemnify, defend, and hold harmless Owner from and against any loss incurred by or damage to Owner where such loss or damage results from the negligent acts or omissions or the willful misconduct of Manager in performing Manager's obligations under this Agreement.
By Manager. Manager may terminate this Agreement on five (5) days' notice in the event of a material breach of this Agreement by the Company (other than a payment default) which has not been cured within sixty (60) days following notice thereof from Manager.
By Manager. Manager represents and warrants that:
(a) It is a corporation duly organized, validly existing and in good standing under the laws of Delaware, has the power and authority to carry on the business of an investment adviser, and has the power and authority to execute, deliver and perform this Agreement;
(b) This Agreement is the valid and binding obligation of Manager enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies;
(c) Other than approval from the Insurance Authority, if any, it has made, obtained and performed all other registrations, filings, approvals, authorizations, consents, licenses or examinations required by any government or governmental or quasi-governmental authority, domestic or foreign, or required by any other person, corporation or other entity in order to execute, deliver and perform this Agreement and to be an investment adviser;
(d) Neither the execution and delivery nor the performance of this Agreement by Manager will violate any law, statute, order, rule or regulation or judgment, order or decree by any federal, state, local or foreign court or governmental authority, domestic or foreign, to which Manager is subject nor will the same constitute a breach of, or default under, provisions of any agreement or contract to which it is a party or by which it is bound;
(e) It is registered as an investment adviser under the Investment Advisers Act and has at least 48 hours prior to entering into this Agreement furnished to Client a true and complete copy of Part II of its most recent Form ADV; and since the date of such Form ADV, there has not been, occurred or arisen any material adverse change in the financial condition or in the business of Manager or any event, condition, or state of facts which materially and adversely affects, or to its knowledge threatens to materially affect, the business or financial condition of Manager; and
(f) In terms of intellectual property, it is the sole owner of all right, title and interest in and to the intellectual property used by it to perform its obligations hereunder or, to its knowledge, possesses all appropriate rights to use the intellectual property; has not sold, granted, conveyed, licensed or assigned to any third party, or in any way encumbered, the intellectual property in a manner tha...
By Manager. Manager may terminate this Agreement:
(A) if the Company has failed to make any payment pursuant to Section 4 within thirty (30) business days following Manager's written notice to the Company of such failure;
(B) in the event of a material breach of this Agreement by the Company (other than a payment default) which has not been cured within thirty (30) days following notice thereof from the Company;
(C) in the event that (i) Vento and Xxxxxxxx are removed as directors of the Company or are demoted or removed from their respective offices or there is a material diminishment of Vento's and Xxxxxxxx'x responsibilities, duties or status which diminishment is not rescinded within 30 days after the date of receipt by the Board of Directors of the Company from Vento and Xxxxxxxx of their respective written notice referring to this provision and describing such diminishment, or (ii) the Company relocates its principal offices without Manager's consent to a location more than 50 miles from the principal offices of the Company in Arlington, Virginia; or
(D) voluntarily upon thirty (30) days' prior written notice to the Company.
By Manager. Manager will indemnify and hold harmless the Company, ---------- its Affiliates, and all of their officers, managers, employees, members, partners and agents of Company or its Affiliates (individually, a "Company Indemnitee") and its subsidiaries from and against any and all Damages arising from any and all Claims in which the Company Indemnitee may be involved or threatened to be involved, as a party or otherwise, arising out of either Manager's gross negligence or willful misconduct regardless of whether this Agreement continues to be in effect or the Company Indemnitee continues to be an Affiliate, or an officer, director, employee, stockholders, partner or agent of the Company or its Affiliates at the time any such Claims are made or Damages incurred.
By Manager. The Manager shall, from time to time and upon not less than ten (10) business days’ written notice from any Owner, or any of their successors in interest, execute and deliver to such requesting Owner or, if requested, such requesting Owner’s mortgagee, prospective mortgagee, prospective transferee, or prospective tenant, a certificate stating (a) that this Agreement is unmodified and in full force and effect, or if modified, specifying the modifications, (b) whether or not, to the best of Manager’s knowledge, the requesting Owner is in default in any respect under this Agreement, and if in default, specifying such default, and (c) specifying any monetary amounts due by such requesting Owner to Manager under this Agreement.
By Manager. Manager represents and warrants to Owner that:
(a) The Manager is a company duly continued into Bermuda and validly existing and in compliance under the laws of Bermuda;
(b) The Manager has the requisite power and authority to enter into and perform its obligations under this Agreement, and all requisite corporate authorizations have been given for it to enter into this Agreement and to perform all the matters envisaged hereby. Upon due execution and delivery hereof this Agreement will constitute the valid, legally binding and enforceable obligation of Manager, subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
(c) The Manager has not breached its memorandum of continuance or bye-laws or any other agreement to which it is a party or by which it is bound in the course of conduct of its business and corporate affairs or any applicable laws and regulations of Bermuda in such manner as would in any such case have a materially adverse effect on its ability to perform its obligations under this Agreement;
(d) The consummation of the transactions contemplated by and the fulfillment of the terms of this Agreement will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the memorandum of continuance or bye-laws of Manager, or any material term of any indenture, agreement, mortgage, deed of trust, or other instrument to which Manager is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust, or other instrument, or violate any law or any order, rule, or regulation applicable to Manager of any court or of any federal or state regulatory body, administrative agency, or other Governmental Authority having jurisdiction over Manager or any of its properties;
(e) There are (i) no proceedings or investigations pending, or, to the knowledge of Manager, threatened, before any court, regulatory body, administrative agency, or other tribunal or Governmental Authority (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (C) seeking any determination or ruling that might materially and adversely affect the performance...
