Common use of Clients other than Funds Clause in Contracts

Clients other than Funds. The Company shall use commercially reasonable efforts to obtain, in accordance with Applicable Law and the applicable Advisory Agreement, as promptly as reasonably practicable after the date of this Agreement, the Consent of each Client (other than a Fund) for which Consent to the assignment or deemed assignment of such Client’s Advisory Agreement with the Company or any of its Subsidiaries is required by Applicable Law or by such Client’s Advisory Agreement as a result of the transactions contemplated by this Agreement. In furtherance thereof, except in the case of an Affirmative Consent Client, as promptly as reasonably practicable after the date of this Agreement and provided that the same is not prohibited by the applicable Advisory Agreement or Applicable Law, the Company shall, and shall cause its Subsidiaries to, as applicable, send a written notice (the “Negative Consent Notice”), in accordance with Applicable Law and the applicable Advisory Agreement, which shall be in form and substance reasonably satisfactory to Parent, to such Clients informing each Client: (i) of the transactions contemplated by this Agreement; (ii) of the intention to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of such Advisory Agreement; (iii) of the intention of the Company or the applicable Subsidiary to continue to provide the advisory services pursuant to the existing Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (iv) that the consent of such Client will be deemed to have been granted if such Client does not terminate its Advisory Agreement, within forty-five (45) days after the sending of the Negative Consent Notice. If the applicable Advisory Agreement or Applicable Law requires the written consent of the Client to the assignment or deemed assignment of such Client’s Advisory Agreement with the Company or any of its Subsidiaries, or if the Company or the applicable Subsidiary determines, in its discretion, that for commercial reasons it would be prudent or appropriate to obtain the written consent of a Client to the assignment or deemed assignment of such Client’s Advisory Agreement, then the Company shall, and shall cause its Subsidiaries to, as applicable, as promptly as reasonably practicable after the date of this Agreement, send a written notice, in accordance with Applicable Law and the applicable Advisory Agreement, which shall be in form and substance reasonably satisfactory to Parent, informing such Client (an “Affirmative Consent Client”) of the transactions contemplated by this Agreement and requesting written consent to the assignment or deemed assignment of such Client’s Advisory Agreement, and any such Client shall be deemed a Non-Consenting Client unless and until such Client has provided its written consent to the assignment or deemed assignment of such Client’s Advisory Agreement.

Clients other than Funds. The Company shall use commercially reasonable efforts to obtain, in accordance with Applicable Law and the applicable Advisory Agreement, as promptly as reasonably practicable after following the date of this Agreement, the Consent consent of each Client (other than a Fund) for which Consent consent to the assignment or deemed assignment of such Client’s Investment Advisory Agreement Arrangement with the Company or any of its Subsidiaries is required by Applicable Law applicable law or by such Client’s Investment Advisory Agreement Arrangement as a result of the transactions contemplated by this Agreement. In furtherance thereof, except in the case of an Affirmative Consent Client, as promptly as reasonably practicable after following the date of this Agreement and provided that the same is not prohibited by permitted pursuant to the applicable Investment Advisory Agreement or Applicable LawArrangement, the Company shall, and shall cause its Subsidiaries to, as applicable, send a written notice (the “Negative Consent Notice”), in accordance with Applicable Law and the applicable Advisory Agreement, which shall be in form and substance reasonably satisfactory to Parent, to such Clients informing each Client: (i) of the transactions contemplated by this Agreement; (ii) of the intention to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of such Investment Advisory AgreementArrangement; (iii) of the intention of the Company or the applicable Subsidiary to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement Arrangement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (iv) that the consent of such Client will be deemed to have been granted if such Client does not terminate its Investment Advisory Agreement, Arrangement within forty-five (45) days after the sending of the Negative Consent Notice. If the applicable Investment Advisory Agreement or Applicable Law Arrangement requires the written consent of the Client to the assignment or deemed assignment of such Client’s Investment Advisory Agreement Arrangement with the Company or any of its Subsidiaries, or if the Company or the applicable Subsidiary determines, in its discretion, that for commercial reasons it would be prudent or appropriate to obtain the written consent of a Client to the assignment or deemed assignment of such Client’s Investment Advisory AgreementArrangement, then the Company shall, and shall cause its Subsidiaries to, as applicable, as promptly as reasonably practicable after following the date of this Agreement, send a written notice, in accordance with Applicable Law and the applicable Advisory Agreement, which shall be in form and substance reasonably satisfactory to Parent, informing such Client (an “Affirmative Consent Client”) of the transactions contemplated by this Agreement and requesting written consent to the assignment or deemed assignment of such Client’s Investment Advisory AgreementArrangement, and any such Client shall be deemed a Non-Consenting Client unless and until such Client has provided its written consent to the assignment or deemed assignment of such Client’s Investment Advisory AgreementArrangement.

Clients other than Funds. The Company shall use commercially reasonable efforts to obtain, in accordance with Applicable applicable Law and the applicable Investment Advisory Agreement, as promptly as reasonably practicable after the date of this Agreement, the Consent consent of each Client (other than a Fund) for which Consent consent to the assignment or deemed assignment of such Client’s Investment Advisory Agreement with the Company or any of its Subsidiaries Company Subsidiary is required by Applicable applicable Law or by such Client’s Investment Advisory Agreement as a result of the transactions contemplated by this AgreementTransactions. In furtherance thereof, except in the case of an Affirmative Consent Client, as promptly as reasonably practicable after the date of this Agreement and provided that in no event less than 60 calendar days prior to the same is not prohibited by the applicable Advisory Agreement or Applicable LawClosing Date, the Company shall, and shall cause its the Company Subsidiaries to, as applicable, send a written notice (the “Negative Consent Notice”), in accordance with Applicable applicable Law and the applicable Investment Advisory Agreement, which shall be in form and substance reasonably satisfactory to Parent, to such Clients informing each Client: (i) of the transactions contemplated by this AgreementTransactions; (ii) of the intention to complete the transactions contemplated by this AgreementTransactions, which will result in an assignment or deemed assignment of such Investment Advisory Agreement; (iii) of the intention of the Company or the applicable Company Subsidiary to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (iv) that the consent of such Client will be deemed to have been granted if such Client does not terminate its Investment Advisory Agreement, within forty-five (45) 60 calendar days after the sending of the Negative Consent NoticeNotice (or such longer period as may be required under the Investment Advisory Agreement). If the applicable Investment Advisory Agreement or Applicable applicable Law requires the written consent of the Client to the assignment or deemed assignment of such Client’s Investment Advisory Agreement with the Company or any of its SubsidiariesCompany Subsidiary, or if the Company or the applicable Company Subsidiary determines, in its discretion, that for commercial reasons it would be prudent or appropriate to obtain the written consent of a Client to the assignment or deemed assignment of such Client’s Investment Advisory Agreement, then the Company shall, and shall cause its the Company Subsidiaries to, as applicable, as promptly as reasonably practicable after the date of this Agreement, send a written notice, in accordance with Applicable Law applicable Law, and the applicable Investment Advisory Agreement, which shall be in form and substance reasonably satisfactory to Parent, informing such Client (an “Affirmative Consent Client”) of the transactions contemplated by this Agreement Transactions and requesting written consent to the assignment or deemed assignment of such Client’s Investment Advisory Agreement, and any such Client shall be deemed a Non-Consenting Client unless and until such Client has provided its written consent to the assignment or deemed assignment of such Client’s Investment Advisory Agreement.