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 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.

Client Consents. (a) As soon The Company shall, and shall cause the other Acquired Companies to, use reasonable best efforts to obtain, as promptly as reasonably practicable after the date hereof, Mesirow Asset Management shall notify all its clients the consent of each Client, including, as applicable, the consent of any applicable requisite percentage of the board of directors, advisory committee, investment committee, or investors of such Client, to (other than i) the Skyline Fundsdeemed “assignment” (within the meaning of the Investment Advisers Act) of such Client’s Investment Advisory Contract, (ii) the Transactions (to the extent required by any applicable Contract with such Client in addition to the preceding clause (i) and set forth opposite such Client’s name on Section 6.12(a) of the transactions contemplated hereby and by Company Disclosure Letter, (iii) the other Transaction Documents. Such notice shall be substantially Fund Documentation Amendments, in the form case of Exhibit 8.1 clauses (ai) hereto unless otherwise agreed and (ii), in the manner contemplated by Mesirow Asset Management Section 6.12(a) of the Company Disclosure Letter, and AMG (iv) with respect to new Clients with Investment Advisory Contracts entered into after the date hereof, the “deemed assignment” (within the meaning of the Investment Advisers Act) of such Client’s Investment Advisory Contract in accordance with such Clients Investment Advisory Contract and Applicable Law (each such consent set forth in the foregoing clauses (i), (ii) and (iv), a particular client “Client Consent”). Notwithstanding the foregoing, each of the Company and Parent acknowledge that, in the event that after using reasonable best efforts to obtain the applicable Client Consent with respect to any Fund Documentation Amendment, the Company does not receive the requisite Client Consent with respect to such Fund Documentation Amendment, the Company shall not be required to continue seeking consent from such Client for such Fund Documentation Amendment if such efforts would reasonably be expected to prevent such Client’s Client Consent with respect to the Transactions or group of clientsmaterially delay the Closing. (b) On In furtherance of the foregoing, as promptly as practicable, and in any event within twenty (20) Business Days, following the date of this Agreement, the Company shall send, or cause to be sent, a written notice, in a form to be mutually agreed by Parent and the Company (a “Company Transaction Notice”) with (i) such additional disclosure as shall be provided by Parent (with such additional disclosure being subject to the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned)) and (ii) the Fund Documentation Amendments, as applicable, to each Client or, in the case of any Client that is a Fund, from whom consent of the limited partners or other investors of such Fund is required, the limited partners or other investors of such Fund. The Company shall provide to Parent for review and approval in advance of distribution (which approval shall not be unreasonably withheld, conditioned or delayed), copies of any substantive notices or other materials to be distributed by any Acquired Company to any Client (or any director, advisory committee member or investor therein), in connection with obtaining any Client Consent, in each case, other than materials that are substantively similar to the Company Transaction Notice or prior materials already approved by Parent. In connection with the Client Consents with respect to June 30the Fund Documentation Amendments, 1995each of the Company and Parent shall, Mesirow Asset Management and shall send cause their respective Affiliates to, cooperate with each other in good faith and use (and shall cause their respective Affiliates to each client who received a notice in substantially use) their respective reasonable best efforts to mutually agree to the form of Exhibit 8.1 Fund Documentation Amendments with respect to each Client (and the parties agree Parent shall prepare and propose the initial drafts of the Fund Documentation Amendments for review by and discussion with the Company) and, subject to clause (a) heretoabove, take such other action as such other party may reasonably require in order to effectuate the Fund Documentation Amendments and who has not returned such notice, a notice in substantially obtain the form consent of Exhibit 8.1(b) hereto; unless otherwise agreed by Mesirow Asset Management and AMG the Clients with respect to a particular client the Fund Documentation Amendments applicable to such Client. The form of the Fund Documentation Amendments shall address only the matters set forth on Section 6.12(b) of the Company Disclosure Letter; provided that the Company shall consider in good faith any additional Fund Documentation Amendments reasonably proposed by Parent, and shall seek the consent of the applicable Clients for such additional Fund Documentation Amendment(s) unless the Company reasonably determines, following consultation with Parent, that such additional Fund Documentation Amendment(s) would be expected to (i) prevent such Client’s Client Consent with respect to the Transactions or group of clients(ii) materially delay the Closing. (c) The parties hereto will cooperate and use all commercially reasonable efforts to obtain, as soon as practicableFrom the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.01, the Company shall keep Parent reasonably informed of the status of obtaining the Client Consents and shall, upon Parent’s request, without duplication of Section 6.12(b), provide to Parent copies of any material written consent of each client of Mesirow Asset Management communications with any Client (including the directors, advisory committee members and investors thereof), other than the Skyline Funds) any informal inquiries or similar immaterial communications, with respect to the assignment Transactions and the Client Consent process (including the receipt of written notice from any director, advisory committee member or investor in any Client that such client's investment director, advisory contractcommittee member or investor is not providing or conditioning its consent to the consummation of the Transactions contemplated by this Agreement). Following the mailing or initial distribution of the Company Transaction Notices, where such client's investment advisory contract requires such written consent for the transactions contemplated herebyCompany shall provide Parent a weekly update regarding the status of the Client Consents, and shall provide, on a weekly basis, copies of all executed Client Consent documents. (d) With Parent shall reasonably cooperate with the Acquired Companies as may be reasonably requested by the Company in connection with the seeking of the Client Consents (including by providing any information relating to the Transaction or Parent’s operation of the Acquired Companies following the Closing, in each case as reasonably requested by the Company in connection with the foregoing with respect to the Skyline FundsParent or its Affiliates, subject in all cases including any customary due diligence or other information reasonably requested by any Client relating to the fiduciary duties Parent or its Affiliates). Except as consented to by the Company in writing (which it may shall not be subjectunreasonably withheld, Mesirow Holdings conditioned or delayed), and Mesirow Asset Management except for any contact or communication initiated by any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client, Parent shall use all commercially reasonable efforts not, and Parent shall cause its officers, directors, employees and other agents and representatives not to, communicate with any Client (includingor investors therein), without limitationany officer, director, managing member or general partner of any Client (or investors therein) or any advisory committee or similar body with respect to any Client in connection with the Transactions, including for the purpose of soliciting Client Consents. For the avoidance of doubt, nothing contained herein shall restrict any contact or communication by Parent or any of its Affiliates or any officer, director, employee or other agent or representative of any of them in the ordinary course of business and not in connection with the Transactions. Each of Parent and the Company shall not, and the Company and Parent shall cause their respective officers, directors, employees and other agents and representatives not to, request any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client to withhold, withdraw or revoke a Client Consent. (e) Notwithstanding any other provisions of this Agreement, except with the prior written consent of Parent, the Company shall not, and shall cause each other Acquired Company, and its and their respective Representatives, not to, (i) make any payment to, or grant any other economic concession (including any obligation of reasonable printingany Acquired Company, soliciting Parent or any of their respective Affiliates to make any payment or assume or incur any other obligation or liability) to, any Client or the board of directors or trustees or investors thereof, (ii) reduce (or offer to reduce), cap, waive, reimburse or otherwise modify any fee payable by (or in respect of) any Client (other than as required by and similar expensesin accordance with any existing Contract with such Client), or (iii) other than in the case of a de minimis amendment or modification that would not reasonably be expected to adversely impact the economic value of the applicable Client relationship, amend or modify (or offer to amend or modify) an Investment Advisory Contract or any Fund Documentation (other than as set forth in the Fund Documentation Amendments). (f) For any new Client with whom an Investment Advisory Contract is entered into after the date hereof, the Company shall, and shall cause each of the Skyline Funds to call a meeting of its shareholders to consider, and to solicit its shareholders with regard Subsidiaries to, use reasonable best efforts to ensure that such new Investment Advisory Contract will not by its terms terminate (or give rise to a termination right) as a result of the transactions contemplated herebyconsummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable Client to the Transactions, including the investment advisory agreement with assignment (or deemed assignment under the Partnership contemplated under Section 6.3(b), the subsequent change in control Investment Advisers Act) of such Investment Advisory Contract as a result 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 consummation of the requirements of federal securities laws applicable to such solicitationTransactions.

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.