Key Man Provisions Sample Clauses

Key Man Provisions. In the event insurance proceeds are received by the Key Man Trust, such proceeds shall be made available, first, to redeem, on a pro rata basis, the Shares at the election of holders thereof, at the applicable redemption price specified in the LLC Agreement, which shall include any accrued but unpaid fixed preferred return on the Shares, and second, as to any remaining proceeds, to revert to the Company as a settlor of the Key Man Trust. The Company agrees to diligently pursue payment of such insurance proceeds to the Key Man Trust if such payment is warranted and, as provided in the trust agreement of the Key Man Trust, the holders of the Shares shall be given notice of the redemption right within 60 days following the death of the insured, and the holders shall have 30 days after receiving such notice to elect (by notice in writing delivered to the trustee of the Key Man Trust) to exercise such redemption right. However, if any proceeds revert to the Company in accordance with the foregoing sentence, and if the Company proposes to distribute some or all of the insurance proceeds to Shareholders as Operating Profits pursuant to Section 4.2(d) of the LLC Agreement (as opposed to retaining such proceeds in its business, for example by using them to make retention payments to key employees), then such distribution to Shareholders will be made so that the Shares participate on an “as converted” basis (e.g., of the Closing Date, the holders of the Shares would receive 9.999% of the amount distributed to Shareholders pursuant to Section 4.2(d)(ii) of the LLC Agreement).
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Key Man Provisions. (A) So long as RSVP Holdings, LLC is the Managing Member, the Managing Member shall cause at least fifty percent (50%) of the individuals identified on Schedule 2.22 hereto to remain actively involved in the Company ------------- and to devote to the Company such business time and attention as may be reasonably necessary to carry out the objectives of the Company. (B) The Non-Managing Members sole remedy with respect to noncompliance with the foregoing shall be as follows: (i) The Class A members shall immediately be entitled to designate by vote of the majority in interest of the Class A Members, to designate an individual as a member of the Advisory Committee, and the affirmative vote of such member of the Advisory Committee shall be required for the Company to (a) issue or redeem any membership interest, (b) incur any material expenses, (c) make any new Investment or allocate additional funds to any existing Investment, (d) finance or refinance any Investment, or restructure or without financing, (e) sell or otherwise liquidate any Investment, (f) change the Company's distribution policy, or direct or Consent to the change in any Investment's distribution policy or (g) disburse funds on deposit in the Distribution Account.
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Key Man Provisions. (A) So long as Berkshire Multifamily Value Fund, GP, L.L.C. or any Affiliate thereof (in accordance with Section 7.02) is the General Partner, the General Partner or such Affiliate shall cause each of Xxxxxx X. Xxxxx, Xxxxx Xxxxxxxx and Xxxxx X. Xxxxx to remain actively involved in the Partnership, and, during the Commitment Period, to devote to the Partnership a substantial majority of their business time and attention (other than time devoted to Alternative Investment Vehicles, Successor Funds, Coinvestment Vehicles and to entities acquired by Successor Funds or Alternative Investment Vehicles or in which Successor Funds or Alternative Investment Vehicles hold investments). At any time and time from time, the Partnership may replace any of Xxxxxx X. Xxxxx, Xxxxx Xxxxxxxx and Xxxxx X. Xxxxx with substitute key persons with the Consent of the Advisory Committee, which Consent it may grant or withhold in its sole discretion. (B) The sole remedy of the Limited Partners with respect to Section 6.08(A) is as set forth in this Section 6.08(B). During the Commitment Period, in the event that two of the key persons (x) cease to be actively involved in the Partnership or to devote to the Partnership a substantial majority of their business time and attention (other than time devoted to Alternative Investment Vehicles, Successor Funds, Coinvestment Vehicles and to entities acquired by Successor Funds or Alternative Investment Vehicles or in which Successor Funds or Alternative Investment Vehicles hold investments) or (y) are terminated, and, in each case, have not been replaced with substitute key persons in accordance with Section 6.08(A), the Commitment Period will be automatically suspended for 30 Business Days, except with respect to Transactions in Progress as of such time with respect to which the Partnership has a legally binding obligation to complete. The Limited Partners may, by Consent of 75% of the Percentage Interests of the Limited Partners, elect to convert such temporary suspension of the Commitment Period into a termination of the Commitment Period; provided, however, that if the Partners have not elected to terminate the Commitment Period within the 30 Business Day suspension period, the Commitment Period will resume and the Partners will no longer have the right to terminate the Commitment Period under this Section 6.08(B); and provided, further, that the General Partner shall have the right to cure such breach by substituting new individuals acc...
Sample 1
Key Man Provisions. 11.1 Holdco must be notified in writing sixty (60) days in advance of the termination or hiring of one or more of the following individuals or positions (each a “Key Man”), except in the event of termination for Cause, in which case Tenant shall be provided with reasonable advance notice of such termination: (a) Xxxx Xxxxxx; (b) Xxxx Xxxx; (c) Xxxx Xxxxxx; (d) Xxx Xxxx; (e) Manager’s Chief Financial Officer; and (f) Any officer reporting directly to the Chief Executive Officer or Board of Directors of Manager. 11.2 Manager will promptly notify Holdco should any Key Man resign or separate from Manager. 11.3 Manager’s management team as of the date hereof is shown on Exhibit F, hereof.
Sample 1
Key Man Provisions. Other than as set forth in Section 3.27 of the Disclosure Schedule, neither the Issuer nor any Subsidiary is a party to any agreement, contract or instrument that has a "key man" provision that Robert Little, or any other individual, must remain a shareholder, xxxxxxx, xxrector or employee of the Issuer.
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Key Man Provisions. On or prior to the Closing Date, the Issuer shall have received waivers with respect to all of the agreements, contracts and instruments set forth in Section 3.27 of the Disclosure Schedule.
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Key Man Provisions. As a material inducement to Owner to engage Manager and enter into this Agreement, Manager agrees that at all times during the Term, (a) Manager will be under the direction and control of Xxxxxxx X. Xxxxxx, and (b) Xxxxxxx X. Xxxxxx will maintain control as a manager of Manager and as such, on behalf of Manager, and not in his individual capacity, shall (i) manage Manager’s performance of the services required pursuant to this Agreement, and (ii) will continuously, actively and diligently manage Manager and will use his reasonable commercial business judgment with respect to the Resort, in order that the same shall meet the Standards. During each Fiscal Year of the Term, Xxxxxxx X. Xxxxxx shall be responsible for the oversight of Manager and Manager’s personnel in the performance of Manager’s duties and obligations under this Agreement, and shall dedicate sufficient time, effort and resources in connection with the management and operation of the Resort. As the expertise of Xxxxxxx X. Xxxxxx is primary to the success of the Resort, this Agreement may be terminated upon thirty (30) days prior written notice without penalty by Owner in the event that Manager is no longer under the direction or control of Xxxxxxx X. Xxxxxx (provided, however, that for the avoidance of doubt, amounts payable in accordance with Section 3.5 will be payable in connection with any such termination).
Sample 1
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Key Man Provisions. Following the Initial Closing, the Company and the PRC Companies shall at all times maintain key man insurance with respect to Xx. Xxxx Xxxx Xxx on terms and conditions reasonably acceptable to the Investor.
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Key Man Provisions 
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Related to Key Man Provisions

  • Plan Provisions In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Plan, as may be amended from time to time, which are hereby incorporated by reference. Any terms used herein with an initial capital letter shall have the same meaning as provided in the Plan, unless otherwise specified herein. In the event of any conflict between the provisions of the Agreement and the Plan, the Plan shall control.

  • Loan Provisions [ ] A. Participant loans are not available from the Plan. [x] B. Participant loans are permitted in accordance with the Employer’s established loan procedures. [ ] C. Loan payments will be suspended under the Plan as permitted under Code Section 414(u) in compliance with the Uniformed Services Employment and Reemployment Rights Act of 1994.

  • Termination Provisions In this Agreement:

  • Transition Provisions Any person engaged as an apprentice at the date this award commenced operation shall be deemed to be an apprentice for all purposes of this award until the completion or cancellation of their apprenticeship contract.

  • COMMON PROVISIONS Article 16. Quantitative restrictions on imports and all measures having equivalent effect shall be prohibited between the Community and Israel. Article 17. Quantitative restrictions on exports and all measures having equivalent effect shall be prohibited between the Community and Israel. 1. Products originating in Israel shall not on importation into the Community be accorded a treatment more favourable than that which the Member States apply among themselves. 2. Application of the provisions of this Agreement shall be without prejudice to Council Regulation (EEC) No. 1911/91 of 26 June 1991 on the application of the provisions of Community law to the Canary Islands. 1. The Parties shall refrain from any measure or practice of an internal fiscal nature establishing, whether directly or indirectly, discrimination between the products of one Party and like products originating in the territory of the other Party. 2. Products exported to the territory of one of the Parties may not benefit from repayment of indirect internal taxation in excess of the amount of indirect taxation imposed on them directly or indirectly. 1. In the event of specific rules being established as a result of the implementation of its agricultural policy or of any alteration of the current rules or in the event of any alteration or extension of the provisions relating to the implementation of the agricultural policy, the Party in question may amend the arrangements resulting from the Agreement in respect of the products which are the subject of those rules or alterations. 2. In such cases the Party in question shall take due account of the interests of the other Party. To this end the Parties may consult each other within the Association Council. 1. The Agreement shall not preclude the maintenance or establishment of customs unions, free-trade areas or arrangements for frontier trade, except in so far as they alter the trade arrangements provided for in the Agreement. 2. Consultation between the Community and Israel shall take place within the Association Council concerning agreements establishing customs unions or free-trade areas and, where required, on other major issues related to their respective trade policy with third countries. In particular, in the event of a third country acceding to the European Union, such consultation shall take place so as to ensure that account can be taken of the mutual interests of the Community and Israel. Article 22. If one of the Parties finds that dumping is taking place in trade with the other Party within the meaning of Article VI of the GATT, it may take appropriate measures against this practice in accordance with the Agreement on implementation of Article VI of the GATT and with its relevant internal legislation, under the conditions and in accordance with the procedures laid down in Article 25. Article 23. Where any product is being imported in such increased quantities and under such conditions as to cause or threaten to cause: - serious injury to domestic producers of like or directly competitive products in the territory of one of the Parties, or - serious disturbances in any sector of the economy, or - difficulties which could bring about serious deterioration in the economic situation of a region, the Community or Israel may take appropriate measures under the conditions and in accordance with the procedures laid down in Article 25. Article 24. Where compliance with the provisions of Article 17 leads to: (i) re-export towards a third country against which the exporting Party maintains, for the product concerned, quantitative export restrictions, export duties, or measures having equivalent effect, or (ii) a serious shortage, or threat thereof, of a product essential to the exporting Party, and where the situations referred to above give rise, or are likely to give rise, to major difficulties for the exporting Party, that Party may take appropriate measures under the conditions and in accordance with the procedures laid down in Article

  • Flow Down Provisions Grantee must include any applicable provisions of the Contract in all subcontracts based on the scope and magnitude of work to be performed by such Subcontractor. Any necessary terms will be modified appropriately to preserve the State's rights under the Contract.

  • Incorporation of Plan Provisions These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

  • General Loan Provisions 27 SECTION 4.1. Interest.................................................................... 27 SECTION 4.2. Notice and Manner of Conversion or Continuation of Loans.................................................................... 30 SECTION 4.3. Fees........................................................................ 30 SECTION 4.4. Manner of Payment........................................................... 31 SECTION 4.5. Crediting of Payments and Proceeds.......................................... 31 SECTION 4.6. Adjustments................................................................. 32

  • Certain Provisions If the operation of any provision of this Agreement would contravene the provisions of applicable law, or would result in the imposition of general liability on any Limited Partner or Special Limited Partner, such provisions shall be void and ineffectual.

  • Arbitration Provisions 1. Within fifteen (15) duty days of its notice to the Superintendent, the Association shall request the Federal Mediation and Conciliation Service (FMCS) to submit a panel of seven arbitrators who are qualified to hear public sector grievances or may jointly agree to set up a panel of arbitrators from which to make a choice. Upon receipt of the panel, the parties shall select, within twenty-one (21) calendar days, an arbitrator by the alternate striking method or other mutually agreeable method, and shall notify the FMCS of the arbitrator selected. The parties shall not be precluded from mutually agreeing on an arbitrator not on the panel. 2. If for some reason the arbitrator will be unable to serve or the parties mutually agree that no person on the panel is suitable, the parties shall jointly request the FMCS to submit a new panel of seven arbitrators from which an arbitrator will be selected in the same manner. 3. Arbitration hearings shall be scheduled within sixty (60) calendar days of selection unless the parties agree to extend the timeline or the arbitrator is unavailable within the timeline. All arbitration proceedings shall be conducted under and governed by the rules of the FMCS. 4. The parties agree to accept the arbitrator’s award as binding upon them. 5. The parties shall share equally the cost of arbitration. 6. Should either party request a stenographic transcript of the proceedings, then that party will bear the full costs for said transcript. If both parties mutually agree to a stenographic transcript, then the cost of said transcript will be divided equally between the parties. 7. The arbitrator’s decision shall be in writing and shall set forth his/her findings of fact, reasoning and conclusions on issues submitted.

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