Common use of Client Approvals Clause in Contracts

Client Approvals. (a) Seller shall use, and cause each of its Affiliates to use, its reasonable best efforts to obtain the consents and approvals (including all approvals by the boards of directors and trustees and shareholders of the Funds Registered under the Investment Company Act) of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act necessary to satisfy the Assignment Requirements with respect to all Existing Advisory Contracts and all approvals by the boards of directors and trustees of the Funds Registered under the Investment Company Act of “interim” new advisory contracts pursuant to Rule 15a-4 thereunder. Buyer shall use and to cause each of its Subsidiaries to use its reasonable best efforts to cooperate with Seller and its Affiliates in their efforts to obtain the consents and approvals (including all approvals by the boards of directors and trustees and shareholders of the Funds Registered under the Investment Company Act of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act) necessary to satisfy the Assignment Requirements with respect to all Existing Advisory Contracts and all approvals by the boards of directors and trustees of the Funds Registered under the Investment Company Act of temporary New Advisory Contracts pursuant to Rule 15a-4 thereunder. In the event that any such consents and approvals are not obtained on or prior to the Closing Date, following the Closing Date, Buyer and Seller shall use their respective reasonable best efforts to obtain such consents and approvals as soon as practicable and in any event within 150 days after the Closing Date. From and after the date hereof and until the end of such period, Seller and Buyer shall communicate on a regular basis to stay apprised of the efforts to obtain such consents and approvals. (b) Subject to Section 10.7, notwithstanding anything herein to the contrary, none of Seller, Buyer or any of their respective Affiliates shall have any obligation under this Agreement to pay any money or other consideration beyond a de minimis review charge to any Person or to initiate any claim or proceeding against any Person in order to obtain any consent, approval or New Advisory Contract necessary to satisfy any Assignment Requirement. (c) Buyer and Seller agree that consent for any Existing Advisory Contract with a Client that is a Fund Registered under the Investment Company Act shall be deemed given for all purposes under this Agreement only if a New Advisory Contract has been approved by the board under Section 6.6(a) and by the shareholders of the applicable Fund in accordance with Section 6.7 and applicable Law.

Client Approvals. (a) Seller shall agrees to use, and cause each of its Affiliates to use, its reasonable best efforts to obtain the consents and approvals (including all approvals by the boards of directors and trustees and shareholders of the Funds Registered under the Investment Company Act) of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act necessary to satisfy the Assignment Requirements with respect to all Existing Advisory Contracts and all approvals by the boards of directors and trustees of the Funds Registered under the Investment Company Act of “interim” new advisory contracts pursuant to Rule 15a-4 thereunder. Buyer shall agrees to use and to cause each of its Subsidiaries to use its reasonable best efforts to cooperate with Seller and its Affiliates in their efforts to obtain the consents and approvals (including all approvals by the boards of directors and trustees and shareholders of the Funds Registered under the Investment Company Act of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act) necessary to satisfy the Assignment Requirements with respect to all Existing Advisory Contracts and all approvals by the boards of directors and trustees of the Funds Registered under the Investment Company Act of temporary New Advisory Contracts pursuant to Rule 15a-4 thereunder. In the event that any such consents and approvals are not obtained on or prior to the Closing Date, following the Closing Date, Buyer and Seller shall use their respective reasonable best efforts to obtain such consents and approvals as soon as practicable and in any event within 150 days after the Closing Date. From and after the date hereof and until the end of such period, Seller and Buyer shall communicate on a regular basis to stay apprised of the efforts to obtain such consents and approvals. (b) Subject to Section 10.7, notwithstanding anything herein to the contrary, none of Seller, Buyer or any of their respective Affiliates shall have any obligation under this Agreement to pay any money or other consideration beyond a de minimis review charge to any Person or to initiate any claim or proceeding against any Person in order to obtain any consent, approval or New Advisory Contract necessary to satisfy any Assignment Requirement. (c) Buyer and Seller agree that consent for any Existing Advisory Contract with a Client that is a Fund Registered under the Investment Company Act shall be deemed given for all purposes under this Agreement only if a New Advisory Contract has been approved by the board under Section 6.6(a) and by the shareholders of the applicable Fund in accordance with Section 6.7 and applicable Law.

Client Approvals. (a) Seller shall The Sellers’ Representative agrees to use, and to cause each other member of its Affiliates the Sellers’ Group to use, its commercially reasonable best efforts endeavours until the Closing and thereafter until the Contingent Account Reconciliation Date in respect of Advisory Contracts for which Assignment Requirements have not been satisfied to obtain the consents and approvals (including all approvals by the boards of directors and trustees and shareholders of the Funds Registered under the Investment Company Act) of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act necessary to satisfy the Assignment Requirements with respect to all Existing Advisory Contracts and all approvals by the boards of directors and trustees of the Funds Registered under the Investment Company Act of “interim” new advisory contracts pursuant Contracts. The Purchasers’ Representative agrees to Rule 15a-4 thereunder. Buyer shall use and to cause each other member of its Subsidiaries the Purchasers’ Group to use its commercially reasonable best efforts endeavours to cooperate with Seller and its Affiliates assist the Sellers’ Representative in their efforts to obtain obtaining the consents and approvals (including all approvals by the boards of directors and trustees and shareholders of the Funds Registered under the Investment Company Act of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act) necessary to satisfy the Assignment Requirements with respect to all Existing Advisory Contracts and all approvals by the boards of directors and trustees of the Funds Registered under the Investment Company Act of temporary New Advisory Contracts pursuant to Rule 15a-4 thereunder. In the event that any such consents and approvals are not obtained on or prior to the Closing Date, following the Closing Date, Buyer and Seller shall use their respective reasonable best efforts to obtain such consents and approvals as soon as practicable and in any event within 150 days after the Closing Date. From and after the date hereof and until the end of such period, Seller and Buyer shall communicate on a regular basis to stay apprised of the efforts to obtain such consents and approvalsContracts. (ba) All reasonable and documented third party legal and administrative fees, and other similar costs and expenses, payable in connection with obtaining consents, approvals or waivers reasonably required to satisfy the Assignment Requirements shall be borne 50% by the Sellers’ Group and 50% by the Purchasers’ Group. Subject to Section 10.710.5 (Costs) of this Agreement, notwithstanding anything herein to the contrary, none of Sellerthe Sellers’ Representative, Buyer the Purchasers’ Representative or any other member of their respective Affiliates the Sellers’ Group or the Purchasers’ Group shall have any obligation under this Agreement or otherwise to pay any consent, approval or waiver “fee”, discount, rebate or any money or other consideration beyond administrative costs, including a de minimis review charge charge, to any Person or to initiate any claim or proceeding against any Person in order to obtain any consent, approval or New Advisory Contract waiver necessary to satisfy any Assignment RequirementRequirement or obtain any other approval, consent or waiver of any third party. (b) The Purchasers’ Representative agrees to purchase, or to cause a member of the Purchasers’ Group to purchase, at or promptly following the Closing with respect to a Business Unit, equity interests in Funds with respect to such Business Unit, in such amounts and in such Funds as are to be mutually agreed in good faith between the Purchasers’ Representative and the Sellers’ Representative (based on the Statement of Objectives and Principles attached hereto as Annex 16), for aggregate consideration of up to (x) $109 million less (y) the principal amount of any loans authorized, extended or committed to be extended by members of the Purchaser’s Group to certain fund managers who continue in the employ of the Europe Target Companies following the Closing (the “Management Employees”), for investing along the investors of the Funds they are managing (such amount of $109 million as so adjusted by the amount of such loans to management employees, the “Investment Amount”). (c) Buyer The Sellers’ Representative shall take all commercially reasonable actions to provide the Purchasers’ Representative with the opportunity to attend and Seller agree participate in any meetings with the Clients concerning the Transactions and the Assignment Requirements, unless specifically objected to by relevant Client(s). The Sellers’ Representative and the Purchasers’ Representative shall use all commercially reasonable efforts to cooperate to ensure that (i) all material written communications to any Client concerning the Transactions and the Assignment Requirements shall be jointly reviewed and approved by each of the Purchasers’ Representative, (ii) all requests for consent for and solicitation materials provided to any Existing Client shall be in form and substance satisfactory to the Purchasers’ Representative and the Sellers’ Representative (each acting reasonably and in good faith), and (iii) all executed consents from any Client pursuant to any Assignment Requirement shall not satisfy the Assignment Requirements unless such consents are in form and substance reasonably satisfactory to the Purchasers’ Representative and the Sellers’ representative. For the avoidance of doubt, any consent conditioned on or granting any change in the rights and responsibilities of any Client (including with respect to the payment of fees) with respect to any Advisory Contract with a Client that is a Fund Registered under shall not satisfy the Investment Company Act shall be deemed given for all purposes under this Agreement only if a New Advisory Contract has been approved by Assignment Requirements without the board under Section 6.6(a) and by the shareholders written consent of the applicable Fund in accordance with Section 6.7 Purchasers’ Representative and applicable Lawthe Sellers’ Representative.

Client Approvals. (a) Seller shall The Sellers’ Representative agrees to use, and to cause each other member of its Affiliates the Sellers’ Group to use, its reasonable best efforts efforts, to (i) obtain the consents and approvals (including all approvals by the boards of directors and trustees Fund Boards and shareholders of the Funds each Registered under the Investment Company Act) Fund of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act and to the extent applicable all approvals by the Fund Boards of Specified Funds of Interim Advisory Contracts pursuant to Rule 15a-4 thereunder) necessary to satisfy the Assignment Requirements with respect to all Existing Advisory Contracts and all approvals by (ii) secure the boards of directors and trustees approval of the Funds Registered under the Investment Company Act of “interim” new advisory contracts pursuant to Rule 15a-4 thereunder. Buyer shall use and to cause each of its Subsidiaries to use its reasonable best efforts to cooperate with Seller and its Affiliates in their efforts to obtain the consents and approvals (including all approvals by the boards of directors and trustees and shareholders of the Funds each Registered under the Investment Company Act Fund of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act. The Purchasers’ Representative agrees to cooperate and to cause each other member of the Purchasers’ Group to use its reasonable best efforts to assist the Sellers’ Representative in obtaining the consents and approvals (including all approvals by the Fund Boards and shareholders of each Registered Fund of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act and to the extent applicable all approvals by the Fund Boards of each Specified Fund of Interim Advisory Contracts pursuant to Rule 15a-4 thereunder) necessary to satisfy the Assignment Requirements with respect to all Existing Advisory Contracts and all approvals by to secure the boards of directors and trustees approval of the Funds shareholders of each Registered under Fund of New Advisory Contracts in accordance with the requirements of Section 15 of the Investment Company Act Act; provided that, for the avoidance of temporary doubt, the foregoing shall not require the Purchasers’ Representative to grant any approval under Section 5.1(a)(ix). (b) The Sellers’ Representative agrees to use, and cause each other member of the Sellers’ Group to use, its reasonable best efforts to cause each Registered Fund to call a special meeting of the shareholders of such Registered Fund as soon as reasonably practicable after the date hereof to consider the relevant New Advisory Contracts pursuant to Rule 15a-4 thereunderContract. In connection therewith, the event that any such consents Purchasers’ Representative will, and approvals are not obtained on or prior to shall cause the Closing DateTarget Companies to, following the Closing Date, Buyer and Seller shall use their respective reasonable best efforts to obtain such consents jointly prepare, promptly file with the SEC, and approvals mail (as soon as practicable after SEC review), in sufficient time to comply with requirements as to notice of each such special meeting, a proxy statement in respect of each such Registered Fund that complies in all material respects with the applicable provisions of Section 14 of the Exchange Act and Section 20 of the Investment Company Act. Each of the Sellers’ Representative and the Purchasers’ Representative agrees, and agrees to cause their respective applicable Affiliates, to promptly provide in writing all information concerning itself and its respective Affiliates required to be included in the Registered Fund’s proxy statements under the Exchange Act or the Investment Company Act. Each of the Sellers’ Representative and the Purchasers’ Representative agrees, and agrees to cause their respective applicable Affiliates, to promptly correct such information if and to the extent that such information becomes false or misleading in any event within 150 days after the Closing Date. From and after the date hereof and until the end of such period, Seller and Buyer shall communicate on a regular basis to stay apprised of the efforts to obtain such consents and approvalsrespect. (bc) All reasonable and documented third party legal and administrative fees, and other similar costs and expenses, payable in connection with obtaining approval of the shareholders of each Registered Fund, approvals or waivers reasonably required to satisfy the Assignment Requirements and to obtain the consent to enter into a New Advisory Contract shall be borne 50% by the Sellers’ Group and 50% by the Purchasers’ Group. Subject to Section 10.710.5 (Costs) of this Agreement, notwithstanding anything herein to the contrary, none of Sellerthe Sellers’ Representative, Buyer the Purchasers’ Representative or any other member of their respective Affiliates the Sellers’ Group or the Purchasers’ Group shall have any obligation under this Agreement or otherwise to pay any consent, approval or waiver “fee”, discount, rebate or any money or other consideration beyond administrative costs, including a de minimis review charge charge, to any Person or to initiate any claim or proceeding against any Person in order to obtain any consent, approval or New Advisory Contract waiver necessary to satisfy any Assignment RequirementRequirement or obtain any other approval, consent or waiver of any third party. (c) Buyer and Seller agree that consent for any Existing Advisory Contract with a Client that is a Fund Registered under the Investment Company Act shall be deemed given for all purposes under this Agreement only if a New Advisory Contract has been approved by the board under Section 6.6(a) and by the shareholders of the applicable Fund in accordance with Section 6.7 and applicable Law.