Common use of Client Consents Clause in Contracts

Client Consents. (a) As soon as practicable after the date hereof, Mesirow Asset Management shall notify all its clients (other than the Skyline Funds) of the transactions contemplated hereby and by the other Transaction Documents. Such notice shall be substantially in the form of Exhibit 8.1 (a) hereto unless otherwise agreed by Mesirow Asset Management and AMG with respect to a particular client or group of clients. (b) On or prior to June 30, 1995, Mesirow Asset Management shall send to each client who received a notice in substantially the form of Exhibit 8.1 (a) hereto, and who has not returned such notice, a notice in substantially the form of Exhibit 8.1(b) hereto; unless otherwise agreed by Mesirow Asset Management and AMG with respect to a particular client or group of clients. (c) The parties hereto will cooperate and use all commercially reasonable efforts to obtain, as soon as practicable, the written consent of each client of Mesirow Asset Management (other than the Skyline Funds) to the assignment of such client's investment advisory contract, where such client's investment advisory contract requires such written consent for the transactions contemplated hereby. (d) With respect to the Skyline Funds, subject in all cases to the fiduciary duties to which it may be subject, Mesirow Holdings and Mesirow Asset Management shall use all commercially reasonable efforts (including, without limitation, the payment of reasonable printing, soliciting and similar expenses) to cause each of the Skyline Funds to call a meeting of its shareholders to consider, and to solicit its shareholders with regard to, the transactions contemplated hereby, including the investment advisory agreement with the Partnership contemplated under Section 6.3(b), the subsequent change in control of the Partnership to occur at the Closing, the investment advisory agreement contemplated to be in effect at and after the Closing and the election of trustees as contemplated in Section 6.12, consistent with all of the requirements of federal securities laws applicable to such solicitation.

Client Consents. (a) As soon The Seller shall use commercially reasonable efforts, subject to the Seller’s fiduciary duties and any applicable Laws, to (and the Buyer shall provide reasonable cooperation to the Seller in connection therewith) obtain the affirmative and negative consents, as practicable applicable, with respect to the Advisory Accounts specified on Schedule 6.05(a)(i) and Schedule 6.05(a)(ii) in the manner set forth below (collectively, the “Client Consents”). Promptly after the date hereofof this Agreement, Mesirow Asset Management shall notify all its clients but in any event at least forty-five (other than 45) days in advance of the Skyline FundsClosing, the Seller will send either an affirmative consent notice or a negative consent notice to each Client of an Advisory Account, 114399-0014/143865664.11 in each case as specified on Schedule 6.05(a)(i) and Schedule 6.05(a)(ii) and in the applicable form attached to this Agreement as Exhibit B-1 or Exhibit B-2 (a “Consent Notice”). If affirmative Client Consent is not received from any such Client (whether sent an affirmative or negative Consent Notice) of an Advisory Account within thirty (30) days after the transactions contemplated hereby applicable Consent Notice is sent, then the Seller will send a follow-up notice to each such Client promptly following the expiration of such 30-day period, in a form agreed between the Parties (the “Second Consent Notice”). The Parties agree that Client Consent shall be deemed obtained for all purposes under this Agreement as follows: (i) with respect to the Advisory Accounts requiring affirmative Client Consent as listed on Schedule 6.05(a)(i), upon receipt of the affirmative written Client Consent, and (ii) with respect to the Advisory Accounts permitting negative Client Consent as listed on Schedule 6.05(a)(ii), upon the earlier of (A) receipt of the affirmative written Client Consent or (B) fifteen (15) days following delivery of the Second Consent Notice by the other Transaction Documents. Such Seller; provided, however, that any Client who has informed the Seller, whether orally or in writing of its intention to terminate its Investment Advisory Contract prior to the Closing shall be deemed not to have provided its consent for any purpose under this Agreement unless, as of the Closing Date, such notice shall be substantially in the form of Exhibit 8.1 (a) hereto unless otherwise agreed by Mesirow Asset Management and AMG have been rescinded or withdrawn. Furthermore, any new Client that enters into an Investment Advisory Contract with respect to a particular client New Advisory Account during the Interim Period that does not otherwise provide an affirmative Client Consent shall be deemed to have given such Client Consent if such Client signs an Investment Advisory Contract containing the required Client Consent to the assignment of such Investment Advisory Contract. Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that neither the Seller nor any of its Affiliates shall (1) use any fiduciary authority or group control the Seller or such Affiliate may have with respect to a Client to cause the sponsor of clientsthe Client or any other fiduciary of a Client, if any, to provide any necessary Client Consent or to take any other action contemplated by this Section 6.05(a), (2) provide investment advice (within the meaning of ERISA, Section 4975 of the Code or otherwise) with respect to any decision by any sponsor of any Client or any other fiduciary of a Client, if any, to provide any necessary Client Consent as contemplated by this Section 6.05(a) or (3) take any other action in obtaining any necessary Client Consent that could reasonably be expected to result in a violation of Section 406(b) of ERISA or Section 4975(c)(1)(E) or (F) of the Code with respect to any Plan Client. The Parties agree that if any affirmative consent is revoked by a Client prior to the Closing, such Client shall not be considered to have consented. The Parties also acknowledge and agree that, with respect to discretionary or model-based separately managed account programs, the sponsors of such programs may impose requirements with respect to the process of, and timing for, obtaining consents from underlying Clients, and the Parties agree to reasonably cooperate together, and with such program sponsors, to accommodate any such program sponsor’s requirements (subject to Section 6.03(b)(ii)). (b) On or prior The Seller shall use commercially reasonable efforts to June 30, 1995, Mesirow Asset Management shall send keep the Buyer apprised as soon as practicable of any material developments related to each client who received a notice in substantially the form Seller’s solicitation of Exhibit 8.1 (a) hereto, and who the Client Consents. If the Seller has not returned such noticereceived the Client Consent (or deemed Client Consent) of any Investment Advisory Contract in accordance with Section 6.05(a), a notice then from and after the Closing, the Seller shall terminate the Advisory Account for which Client Consent (or deemed Client Consent) was not received in substantially the form of Exhibit 8.1(b) hereto; unless otherwise agreed by Mesirow Asset Management and AMG accordance with respect to a particular client or group of clientsits terms. (c) The parties hereto will cooperate and use all commercially reasonable efforts No later than three (3) Business Days prior to obtain, as soon as practicablethe Closing, the written consent Seller shall provide the Buyer with an updated version of each client of Mesirow Asset Management (other than the Skyline Funds) Schedule B reflecting any New Advisory Accounts and reflecting which Advisory Accounts have consented to the assignment Transactions. If the Seller enters into 114399-0014/143865664.11 any New Advisory Accounts after the updated version of Schedule B is provided to the Buyer and prior to the Closing, the Seller shall provide the Buyer with a further updated version of Schedule B reflecting such client's investment advisory contract, where such client's investment advisory contract requires such written consent for additional New Advisory Accounts and reflecting which Advisory Accounts have consented to the transactions contemplated herebyTransactions. (d) With respect If an Advisory Account Client consents to the Skyline Fundsassignment of the Client’s investment management agreement for the Client’s Advisory Account during the Interim Period, subject in all cases and such Client overtly expresses a desire to complete the assignment and have an advisory Subsidiary of the Buyer commence management of the Client’s Advisory Account prior to the fiduciary duties Closing, and the Buyer is willing to which it may be subject, Mesirow Holdings and Mesirow Asset Management shall use all commercially reasonable efforts (including, without limitation, the payment of reasonable printing, soliciting and similar expenses) to cause each have a designated advisory Subsidiary of the Skyline Funds Buyer commence such management prior to call a meeting of its shareholders to consider, and to solicit its shareholders with regard to, the transactions contemplated hereby, including the investment advisory agreement with the Partnership contemplated under Section 6.3(b), the subsequent change in control of the Partnership to occur at the Closing, the investment Seller and the Buyer shall reasonably cooperate to effectuate the assignment of such Client’s Advisory Account to the applicable designated advisory agreement contemplated Subsidiary of the Buyer in the best interest of such Client prior to the Closing. If the foregoing occurs, the “Closing Date” and the Closing with respect to such Advisory Account shall, for purposes of Articles 2 and 3, and Sections 9.02(b) and 9.03(b), be deemed to be in effect at the date and after the Closing and the election time, respectively, on which such assignment of trustees as contemplated in Section 6.12, consistent with all of the requirements of federal securities laws applicable to such solicitationClient’s Advisory Account is effected.

Client Consents. (a) As Subject to their fiduciary duties under the applicable Requirements of Law, Seller shall cause each of GFWM and A Advisors to use reasonable best efforts to solicit the Fund Board of each Sponsored Fund to which it is an investment adviser (i) to approve new Sponsored Fund Investment Advisory Contracts for each of the Sponsored Funds and (ii) to solicit the shareholders of the Sponsored Funds to approve the foregoing, each in accordance with the provisions of the Investment Company Act, to be effective on the Closing and such new Sponsored Fund Investment Advisory Contracts shall be on substantially the same terms and conditions as in effect on the date of this Agreement (the “Required Sponsored Fund Consent”). Seller and Buyer shall equally bear responsibility for expenses related to such solicitations pursuant to this Section 7.7(a), including the preparation, printing and mailing of proxy statements, and other actions related to obtaining the solicitations. (b) Subject to their fiduciary duties under the applicable Requirements of Law, Seller shall cause each of GFWM and A Advisors to use reasonable best efforts to ensure, at the Closing Date, that the composition of the board of directors or trustees, as the case may be, of each of the Sponsored Funds is in compliance at the time with Section 15(f)(1)(A) of the Investment Company Act. Parent agrees for a period of three (3) years following the Closing Date to use its reasonable best efforts to ensure compliance with the conditions of Section 15(f) of the Investment Company Act as it applies to the Sponsored Funds and the transactions contemplated by this Agreement. (c) Seller and Parent have agreed to: (i) forms of notice set forth in Exhibits H-1, H-2 and H-3 hereto that GFWM will send, substantially in those respective forms, to each Advisor, each GFWM Direct Client and each client with a written agreement pursuant to which an Advisor provides Investment Services to such client, respectively; and (ii) forms of notice set forth in Exhibits H-4, H-5 and H-6 hereto that the relevant A Subsidiary will send, substantially in those respective forms, to each A Managed Account Client or Wrap Fee Client, each investor in an A Feeder Fund that is a limited partnership formed under Delaware law and each investor in an A Futures Fund or A Feeder Fund that is an exempted company formed under Cayman Islands law, respectively; in each case, as soon as practicable after the date hereof, Mesirow Asset Management of this Agreement. Seller and Parent agree that the consent by the recipient of a notice described in clause (i) or (ii) above to the assignment or deemed assignment resulting from the transactions contemplated hereby shall notify be deemed given for any and all its clients (other than the Skyline Funds) of purposes under this Agreement and the transactions contemplated hereby and by the other Transaction Documents. Such relevant agreement under which Investment Services are provided, as a result of the applicable notice described in clause (i) or (ii) above unless the recipient, prior to three (3) Business Days prior to the Closing Date, has affirmatively stated in writing to the relevant Subsidiary that such recipient does not so consent (but then only to the extent that such recipient has a contractual right to withhold its consent) or shall have otherwise provided a notice of termination of the relevant agreement under which Investment Services are provided that provides for the termination to be substantially effective as of the Closing Date or as of the Business Day immediately prior to the Closing Date, but contingent upon the Closing (an “Affirmative Objection”), provided that the notice to such recipient under this Section 7.7(c) is duly given in a manner specified in the form relevant agreement or governing documents and at least forty-five (45) days shall have elapsed from the date of Exhibit 8.1 such notice until the Closing Date. Notwithstanding the foregoing, the parties agree that (a) hereto unless otherwise agreed by Mesirow Asset Management and AMG with respect to an A Feeder Fund that is a particular client or group limited partnership formed under Delaware law, an Affirmative Objection shall be deemed to have been given by the A Feeder Fund unless the consent of clients. limited partners holding over 50% of the interests in the A Feeder Fund shall have been obtained (with consent of each limited partner to be obtained in accordance with the preceding sentence), and (b) On or prior to June 30, 1995, Mesirow Asset Management shall send to each client who received a notice in substantially the form of Exhibit 8.1 (a) hereto, and who has not returned such notice, a notice in substantially the form of Exhibit 8.1(b) hereto; unless otherwise agreed by Mesirow Asset Management and AMG with respect to a particular client or group an A Feeder Fund that is an exempted company formed under Cayman Islands law, an Affirmative Objection shall be deemed to have been given by the A Feeder Fund unless the board of clients. (c) The parties hereto will cooperate and use all commercially reasonable efforts to obtain, as soon as practicable, directors of the A Feeder Fund provides written approval of consent of each client of Mesirow Asset Management (other than the Skyline Funds) to the assignment of such client's investment advisory contract, where such client's investment advisory contract requires such written consent for or deemed assignment resulting from the transactions contemplated hereby. (d. Parent agrees that the consent process set forth in this Section 7.7(c) With respect shall be the only consent required from any counterparty to an agreement under which the Skyline Funds, subject Company or one or more Subsidiaries provide Investment Services in all cases to the fiduciary duties to which it may be subject, Mesirow Holdings connection with this Agreement and Mesirow Asset Management shall use all commercially reasonable efforts (including, without limitation, the payment of reasonable printing, soliciting and similar expenses) to cause each of the Skyline Funds to call a meeting of its shareholders to consider, and to solicit its shareholders with regard to, the transactions contemplated hereby, hereby for any and all purposes under this Agreement and the transactions contemplated hereby (including the investment advisory agreement with the Partnership contemplated under Section 6.3(badequacy thereof), the subsequent change in control of the Partnership to occur at the Closing, the investment advisory agreement contemplated to be in effect at and after the Closing and the election of trustees as contemplated in Section 6.12, consistent with all of the requirements of federal securities laws applicable to such solicitation.

Client Consents. (a) As soon as reasonably practicable after the date hereofexecution of this Agreement, Mesirow Asset Management the Company will send a Consent Letter to each of t During the Pre-Closing Period the Company shall notify all its clients reasonably cooperate with Purchaser regarding the Client Consent process, including (other than the Skyline Fundsi) keeping Purchaser reasonably apprised of the transactions contemplated hereby status of Client Consents, and by (ii) providing Purchaser with periodic updates of (A) any Clients that have provided affirmative Consent, and (B) any Clients that have raised any objections to, or concerns regarding, the other Transaction Documents. Such notice shall be substantially in Transactions, and (C) any Clients that have indicated that they do not intend to not provide Consent or that they intend to terminate all or any portion of their relationship with the form of Exhibit 8.1 (a) hereto unless otherwise agreed by Mesirow Asset Management and AMG with respect to a particular client or group of clientsCompany. (b) On or prior to June 30The Company agrees that, 1995, Mesirow Asset Management shall send to each client who received a notice in substantially the form of Exhibit 8.1 (a) hereto, and who has not returned such notice, a notice in substantially the form of Exhibit 8.1(b) hereto; unless otherwise agreed by Mesirow Asset Management and AMG with respect to any new Clients that enter into Client Contracts between the New Clients such New Client shall be required to execute and deliver to the Company a particular client or group Consent Letter approving the Transactions concurrently with the execution and delivery of clientssuch Client Contract. (c) The parties hereto will cooperate and Seller Parties shall use all commercially reasonable efforts to obtain, as soon as practicable, the written consent of each client of Mesirow Asset Management (other than the Skyline Funds) to the assignment of such client's investment advisory contract, where such client's investment advisory contract requires such written consent for the transactions contemplated hereby. (d) With respect to the Skyline Funds, subject in all cases to the fiduciary duties to which it may be subject, Mesirow Holdings and Mesirow Asset Management shall use all commercially reasonable efforts (including, without limitation, the payment of reasonable printing, soliciting and similar expenses) to cause each of the Skyline Funds Clients to call a meeting C Purchaser. Consent shall occur either by affirmative or, to the extent not otherwise prohibited by the Client Contract, negative (implied) Consent which negative (implied) Consent shall be deemed given forty-five (45) days after the Consent Letter has been delivered to such Client; provided that Consent shall not be deemed to have been received if such Client has objected to the Transactions (unless such Client subsequently provides Consent in accordance with clause (i) of the definition of Consent) or has terminated its shareholders to consider, and to solicit its shareholders with regard to, the transactions contemplated hereby, including the investment advisory agreement account with the Partnership contemplated Company; provided, further, that for the avoidance of doubt, if such Client reduces or partially terminates its fee paying assets under Section 6.3(b)management by more than 5%, Consent shall only be deemed to have been received with respect to the subsequent change in control portion of such fee paying assets under management that remains with the Partnership to occur at the Closing, the investment advisory agreement contemplated to be in effect at and after the Closing and the election of trustees as contemplated in Section 6.12, consistent with all of the requirements of federal securities laws applicable to such solicitationCompany.

Client Consents. (a) As soon as reasonably practicable after following the date hereof, Mesirow Asset Management Old Mutual shall notify all its clients cause the Advisory Entities and the Banks to send notices substantially in the form attached hereto as Exhibit A (other than the Skyline Fundseach, a "Notice"), (a) informing their --------- ------ Clients of the transactions contemplated hereby by this Agreement; and (b) requesting the consent or approval of the assignment or deemed assignment if Client consent to such assignment or deemed assignment is required by Applicable Law or is required under the respective Advisory Contract for such assignment or deemed assignment resulting from the transactions contemplated hereby. Old Mutual shall also cause the Companies and Banks to request any Consents and approvals or to provide notice as required by the other Transaction Documentsgoverning documents of their Exempt Fund Clients. Such notice The Purchaser shall be substantially use its commercially reasonable efforts to cooperate with and assist the Advisory Entities in the form of Exhibit 8.1 (a) hereto unless otherwise agreed by Mesirow Asset Management and AMG with respect obtaining Client consents pursuant to a particular client or group of clientsthis Section 4.2. (b) On Old Mutual and the Companies shall make available to Purchaser copies of any and all correspondence between it and Clients or prior Exempt Fund Clients relating to June 30, 1995, Mesirow Asset Management shall send to each client who received a notice the consent solicitation provided for in substantially the form of Exhibit 8.1 (a) heretothis Section 4.2, and who has not returned shall promptly inform Purchaser of the substance of any material oral communications by a Client or Exempt Fund Client relating to such notice, a notice in substantially the form of Exhibit 8.1(b) hereto; unless otherwise agreed by Mesirow Asset Management and AMG with respect to a particular client or group of clientsconsent solicitation. (c) The parties hereto will cooperate In connection with obtaining the Client Consents required by subsections (a) above and use all commercially reasonable efforts to obtainSection 4.3 below, as soon as practicable, Old Mutual and the written consent Companies shall keep the Purchaser informed of each client the status of Mesirow Asset Management (other than the Skyline Funds) obtaining such Client Consents and deliver to the assignment Purchaser prior to the Closing copies of all such executed Client Consents and make available for inspection the originals of such client's investment advisory contract, where such client's investment advisory contract requires such written consent for the transactions contemplated hereby. (d) With respect Consents prior to the Skyline Funds, subject in all cases to the fiduciary duties to which it may be subject, Mesirow Holdings and Mesirow Asset Management shall use all commercially reasonable efforts (including, without limitation, the payment of reasonable printing, soliciting and similar expenses) to cause each of the Skyline Funds to call a meeting of its shareholders to consider, and to solicit its shareholders with regard to, the transactions contemplated hereby, including the investment advisory agreement with the Partnership contemplated under Section 6.3(b), the subsequent change in control of the Partnership to occur at the Closing, the investment advisory agreement contemplated to be in effect at and after the Closing and the election of trustees as contemplated in Section 6.12, consistent with all of the requirements of federal securities laws applicable to such solicitation.

Client Consents. (a) As soon as reasonably practicable after the date hereof, Mesirow Asset Management but in any event on or prior to January 22, 1998, the Company shall notify all each of its clients (other than the Skyline Funds) of the transactions contemplated hereby and by the other Transaction Documentsagreements, documents and instruments contemplated hereby. Such notice shall be substantially in the form of Exhibit 8.1 (a) hereto unless otherwise agreed by Mesirow Asset Management and AMG 5.2A with respect to a particular client those clients whose contracts require affirmative written consent (by their terms or group under applicable law) for their assignment, in the form of clientsExhibit 5.2B with respect to those clients whose contracts do not require affirmative written consent (by their terms or under applicable law) for their assignment, but in the form of Exhibit 5.2C with respect to those clients whose contracts terminate (by their terms or under applicable law) upon their assignment (in each case, with such changes thereto as may be agreed to by AMG in writing. (b) On or prior to June 30February 22, 19951998, Mesirow Asset Management the Company shall send to each client who received was sent, but who has not by such date returned, a notice in substantially the form of Exhibit 8.1 (a) hereto5.2B, and who has not returned such noticecountersigned indicating approval of the transactions contemplated hereby, a second notice in substantially the form of Exhibit 8.1(b) hereto; unless otherwise agreed by Mesirow Asset Management and AMG with respect to a particular client or group of clients.5.2D. (c) The parties hereto will cooperate With respect to the Private Funds, the Company and the Majority Stockholders shall use all commercially reasonable efforts to obtain, obtain such consents as soon as practicable, the written consent may be necessary or appropriate and satisfactory to AMG to permit consummation of each client of Mesirow Asset Management (other than the Skyline Funds) to the assignment of such client's investment advisory contract, where such client's investment advisory contract requires such written consent for the transactions contemplated hereby. (d) With respect to the Skyline FundsForeign Fund, subject in all cases to the fiduciary duties to which it may be subject, Mesirow Holdings Company and Mesirow Asset Management the Majority Stockholders shall use all commercially reasonable efforts (including, without limitation, the payment to obtain such Consents from regulatory authorities or investors as may be necessary or appropriate and satisfactory to AMG to permit consummation of reasonable printing, soliciting and similar expenses) to cause each of the Skyline Funds to call a meeting of its shareholders to consider, and to solicit its shareholders with regard to, the transactions contemplated hereby. (e) With respect to the Mutual Fund, including the Company and the Majority Stockholders shall use all commercially reasonable efforts to cause the Board of Trustees of each of the Mutual Funds to approve the investment advisory agreement with the Partnership contemplated under Section 6.3(b), the subsequent change in control of the Partnership to occur at the Closing, the investment advisory agreement contemplated LLC to be in effect at and after the Closing and to provide such information in connection therewith to the election of trustees as contemplated in Section 6.12, consistent with all Shareholders of the requirements Mutual Funds as may be required under any applicable order or regulation of the SEC or any federal or state securities laws applicable laws. (f) The Company and the Stockholders shall use commercially reasonable efforts to, and the Stockholders shall use commercially reasonable efforts to such solicitation.cause the Company to, obtain Consents from their clients (or, in the case of clients whose contracts terminate upon their assignment, new contracts on substantially equivalent terms) in the manner contemplated by this Section 5.2 and Exhibit 5.2A, Exhibit 5.2B, Exhibit 5.2C and Exhibit 5.2D.