Internalization of Management Sample Clauses

Internalization of Management. Seller shall not permit the Parent to internalize the management of the Parent without the prior written consent of the Agent; provided, however, that such consent shall be granted by the Agent so long as (1) no Margin Deficit, Default or Event of Default exists, (2) Seller shall, at the time of such internalization, and will continue after such internalization to meet all covenants, conditions, representations and warranties, whether financial or otherwise, as set forth in any of the Repurchase Documents, and (3) Seller shall cause the Parent to deliver to the Agent a fairness opinion, in form and substance acceptable to the Agent, provided by a nationally recognized expert in the related field acceptable to the Agent.
Sample 1
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Internalization of Management. Neither Guarantor shall internalize its management without the prior written consent of Buyer; provided, however, that all such consent requests will be responded to by Buyer in a reasonable manner and within five (5) days after the receipt thereof from Guarantor, and provided, further, that such consent shall be granted by Buyer so long as (1) no Margin Deficit, Default or Event of Default exists, (2) such Guarantor shall, at the time of such internalization, and will continue after such internalization to meet all covenants, conditions, representations and warranties, whether financial or otherwise, as set forth in any of the Repurchase Documents, and (3) such Guarantor delivers to Buyer a fairness opinion, in form and substance acceptable to Buyer, provided by a nationally recognized expert in the related field acceptable to Buyer.
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Internalization of Management. (i) Prior to the end of the calendar quarter occurring immediately after the date on which the Company’s Stockholders’ Equity exceeds $500,000,000, the Board of Directors will establish a special committee of Independent Directors to discuss with the Manager whether it would be in the stockholders’ best interest to internalize the Company’s management. If, as a result of such discussions, the special committee of Independent Directors recommends that the Company pursue, and two-thirds of the Independent Directors determine in good faith to pursue, an internalization of the management functions of the Company, the Company may terminate this Agreement upon 30 days’ prior written notice. To the extent the Company elects to terminate this Agreement pursuant to this Section 13(f)(i), the Company will generally be required to pay the Termination Fee to the Manager within thirty (30) days of the effective date of such termination, subject to clause (ii) hereof. (ii) If the Company elects to terminate this Agreement pursuant to Section 13(f)(i), then the Manager or the Company may further elect to structure such internalization as an acquisition of the membership interests in the assets of the Manager under which the consideration payable to the Manager or its members shall be equal to the amount of the Termination Fee (and no separate Termination Fee would be paid). Such transaction may include a contribution of assets by the Manager in exchange for OP units in the Operating Partnership or another tax-efficient transaction. To the extent of an election under this Section 13(f)(ii), the Parties shall negotiate in good faith to prepare an agreement and related documents providing for such internalization transaction containing customary, standard and commercially reasonable representations, warranties, covenants and indemnities. The consummation of an internalization transaction pursuant to Section 13(f)(ii) shall be subject to the prior approval of a majority of the Independent Directors, and the Company’s stockholders as required under Maryland law or the rules of the New York Stock Exchange, Inc.
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Internalization of Management. The Borrowers shall not permit the Parent to internalize the management of the Parent without the prior written consent of the Administrative Agent, which shall not be unreasonably withheld by the Administrative Agent.
Sample 1
Internalization of Management. Parent shall not internalize the management of Parent without the prior written consent of the Buyer; provided, however, that such consent shall be granted by Buyer so long as (i) no Margin Deficit, Default or Event of Default exists under the Repurchase Agreement, (ii) Seller shall, at the time of such internalization, and Parent shall cause Seller to continue after such internalization, to meet all covenants, conditions, representations and warranties, whether financial or otherwise, as set forth in any of the Transaction Documents and (iii) Parent shall deliver to the Buyer a fairness opinion, in form and substance acceptable to the Buyer, provided by a nationally recognized expert in the related field acceptable to the Buyer.
Sample 1
Internalization of Management. Purchaser acknowledges that Colony intends to effectuate an internalization of management pursuant to which CLNC Manager, LLC shall cease to provide external management services to Colony and its Subsidiaries, and Purchaser hereby approves of such internalization of management.
Sample 1
Internalization of Management. No Seller shall internalize its management (including internalizing any external management fee) without the prior written consent of the Agent.
Sample 1
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Internalization of Management. Within seven (7) days of any settlement with, or judgment or arbitral award in favor of, the Manager in connection with the Internalization of Management, Holdings or the Borrower shall enter into employment agreements with each of Jxxx Xxxxxx, Mxxxxx Xxxxxxxx, Sxxxxx Xxxxx and Sxxxxxx Xxxxxx.
Sample 1
Internalization of Management 
Sample 1

Related to Internalization of Management

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • RIGHTS OF MANAGEMENT Any rights of management which are not specifically mentioned in this Agreement and are not contrary to its intention shall continue in full force and effect for the duration of this contract, always provided that in the exercise of the aforementioned management rights there shall be no discrimination.

  • Change of Management Not to make any substantial change in the present executive or management personnel of the Borrower.

  • Termination of Manager If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the Manager shall become insolvent, (c) the Manager is in default under the terms of the Management Agreement beyond any applicable grace or cure period, or (d) Manager is not managing the Property in accordance with the management practices of nationally recognized management companies managing similar properties in locations comparable to those of the Property, then, in the case of (a), (b), (c) or (d), Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a manager reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. In addition and without limiting the rights of Lender hereunder or under any of the other Loan Documents, in the event that (i) the Management Agreement is terminated, (ii) the Manager no longer manages the Property, or (iii) a receiver, liquidator or trustee shall be appointed for Manager or if Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Manager, or if any proceeding for the dissolution or liquidation of Manager shall be instituted, then Borrower (at Borrower's sole cost and expense) shall immediately, in its name, establish new deposit accounts separate from any other Person with a depository satisfactory to Lender into which all Rents and other income from the Property shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory in form and substance to Lender.

  • Compensation of Managers Except as may be expressly provided for herein or hereafter approved by the Member, no payment will be made by the Company to any Manager for the services of such Manager or any partner or employee of the Manager.

  • Compensation of Manager For the services to be rendered and the facilities to be provided by the Manager hereunder, the Trust shall pay to the Manager from the assets of each Fund a management fee computed daily and paid monthly at an annual rate equal to the lesser of (i) that percentage of that Fund's average daily net assets for the Fund's then-current fiscal year set forth opposite the Fund's name on Schedule A annexed hereto (the "Aggregate Management Fee"), minus that Fund's Aggregate Subadviser Fee (as defined below), if any, and (ii) the difference between that Fund's Aggregate Management Fee for the Fund's then-current fiscal year and the aggregate management fees allocated to that Fund for the Fund's then-current fiscal year from the registered investment company portfolios in which it invests (for which the Manager or an affiliate serves as investment adviser). To the extent that any Fund's Aggregate Subadviser Fee exceeds that Fund's Aggregate Management Fee, the Manager shall pay such amount to the applicable subadvisers on the Fund's behalf. A Fund's Aggregate Subadviser Fee is the aggregate amount payable by that Fund to subadvisers pursuant to agreements between the Trust on behalf of the Fund and the subadvisers. If the Manager provides services hereunder for less than the whole of any period specified in this Section 3, the compensation to the Manager shall be accordingly adjusted and prorated.

  • RESERVATION OF MANAGEMENT RIGHTS Management of Company and the direction of the working forces are vested solely and exclusively in the Company, and shall not be abridged except by specific restrictions as set forth in this Agreement. The Management Rights, as set out herein, shall not be deemed to exclude the other rights of Management at common law.

  • Virus Management DST shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within DST environment.

  • Traffic Management 9.2.1 During the Operating Period, Developer shall be responsible for the general management of traffic on the Project. Developer shall manage traffic so as to preserve and protect safety of traffic on the Project and Related Transportation Facilities and, to the maximum extent practicable, to avoid disruption, interruption or other adverse effects on traffic flow, throughput or level of service on the Project and Related Transportation Facilities. Developer shall conduct traffic management in accordance with all applicable Technical Provisions, Technical Documents, Laws and Governmental Approvals, and in accordance with the Traffic Management Plan. 9.2.2 Developer shall prepare and submit to TxDOT and the Independent Engineer for TxDOT approval a Traffic Management Plan for managing traffic on the Project and Related Transportation Facilities after the commencement of traffic operations on any portion of the Project, addressing (a) orderly and safe movement and diversion of traffic on Related Transportation Facilities during Project construction, (b) orderly and safe movement of traffic on the Project and (c) orderly and safe diversion of traffic on the Project and Related Transportation Facilities necessary in connection with field maintenance and repair work or Renewal Work or in response to Incidents, Emergencies and lane closures. Developer shall prepare the Traffic Management Plan according to the schedule set forth in the Technical Provisions. The Traffic Management Plan shall comply with the Technical Provisions and Technical Documents concerning traffic management and traffic operations. Developer shall carry out all traffic management during the Term in accordance with the approved Traffic Management Plan. 9.2.3 Developer shall implement the Traffic Management Plan to promote safe and efficient operation of the Project and Related Transportation Facilities at all times during the course of any construction or operation of the Project and during the Utility Adjustment Work. 9.2.4 TxDOT shall have at all times, without obligation or liability to Developer, the right 9.2.4.1 Issue Directive Letters to Developer regarding traffic management 9.2.4.2 Provide on the Project, via message signs or other means consistent with Good Industry Practice, non-Discriminatory traveler and driver information, and other public information (e.g. amber alerts), provided that the means to disseminate such information does not materially interfere with the functioning of the ETCS.

  • FUNCTIONS OF MANAGEMENT 4.01 The Union agrees that the Employer has the exclusive right and power to manage its business to direct the working forces and to suspend, discharge or discipline employees for just and sufficient cause, to hire, promote, demote, transfer or lay-off employees, to establish and maintain reasonable rules and regulations covering the operation of the stores, provided however, that any exercise of these rights and powers in conflict with any of the provisions of this Agreement shall be subject to the provisions of the Grievance Procedure as set out herein. 4.02 It is agreed that the direction of the working force shall be at the discretion of the Employer within the terms of this Agreement.

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