Management Agreements and Fees Sample Clauses

Management Agreements and Fees. (a) Except for agreements permitted pursuant to Section 8.14(b), the Borrower shall not, and shall not permit any of its Subsidiaries to, make or enter into, or pay any management fees pursuant to, any so-called management or service agreement or joint operating agreement whereby management, supervision or control of its business, or any significant aspect thereof, shall be delegated to or placed in any Person other than the Borrower,
Sample 1See All (4)
AutoNDA by SimpleDocs
Management Agreements and Fees. 33 8.7 Fiscal Year................................................................. 33 8.8 ERISA....................................................................... 33 8.9 Affiliates.................................................................. 33 8.10 Change of Name, Identity or Structure....................................... 34 8.11 Issuance or Transfer of Membership Interests and other Equity Interests..... 34 TABLE OF CONTENTS (continued)
Sample 1
Management Agreements and Fees. (a) Except for agreements permitted pursuant to Section 8.14(b), the Borrower shall not, and shall not permit any of its Subsidiaries to, make or enter into, or pay any management fees pursuant to, any management or service agreement or joint operating agreement whereby management, supervision or control of its business, or any significant aspect thereof, shall be delegated to or placed in any Person other than the Borrower, an employee of the Borrower or such Subsidiary. The Borrower shall not, and shall not permit any of its Subsidiaries to, make or enter into, or receive any management fees pursuant to, any management or service agreement or joint operating agreement whereby management, supervision or control of the business of any other Person (other than a Subsidiary of the Borrower), or any significant aspect thereof, shall be delegated to or placed in the Borrower or any of its Subsidiaries. (b) Without the prior written consent of the Administrative Agent, the Borrower shall not, and shall not permit any of its Subsidiaries to, enter into, or otherwise be obligated under any local marketing agreement, time brokerage agreement, program service agreement, joint sales agreement, facilities leasing agreement or similar arrangement.
Sample 1
Management Agreements and Fees. The Borrower shall not, and shall not ------------------------------ permit any of its Subsidiaries to, make or enter into, or pay any management fees pursuant to, any management or service agreement or joint operating agreement whereby management, supervision or control of its business, or any significant aspect thereof, shall be delegated to or placed in any Person other than the Borrower, a Subsidiary or an employee of the Borrower or such Subsidiary. The Borrower shall not, and shall not permit any of its Subsidiaries to, make or enter into, or receive any management fees pursuant to, any management or service agreement or joint operating agreement whereby management, supervision or control of the business of any other Person (other than a Subsidiary of the Borrower), or any significant aspect thereof, shall be delegated to or placed in the Borrower or any of its Subsidiaries.
Sample 1
Management Agreements and Fees. (a) Except for agreements permitted pursuant to Section 8.14(b), the Parent and the Borrower shall not, and shall not permit any of the Borrower's Subsidiaries to, make or enter into, or pay any management fees pursuant to, any so-called management or service agreement or joint operating agreement whereby management, supervision or control of its business, or any significant aspect thereof, shall be delegated to or placed in any Person other than a Loan Party or an employee of a Loan Party. The Parent and the Borrower shall not, and shall not permit any of the Borrower's Subsidiaries to, make or enter into, or receive any management fees pursuant to, any so-called management or service agreement or joint operating agreement whereby management, supervision or control of the business of any other Person (other than a Subsidiary of the Borrower), or any significant aspect thereof, shall be delegated to or placed in any Loan Party. (b) Without the prior written consent of the Administrative Agent, the Parent and the Borrower shall not, and shall not permit any of the Borrower's Subsidiaries to, enter into, or otherwise be obligated under any local marketing agreement (other than with respect to Stations being acquired pursuant to Permitted Acquisitions), time brokerage agreement, program service agreement, joint sales agreement, facilities leasing agreement or similar arrangement; provided, however, that the Borrower may enter into any such arrangements with respect to any AM Station owned by it upon written notice to the Administrative Agent.
Sample 1
Management Agreements and Fees. (a) The Borrower shall not, and shall not permit any of its Subsidiaries to, make or enter into, or pay any management fees pursuant to, any so-called management or service agreement or joint operating agreement whereby management, supervision or control of its business, or any significant aspect thereof, shall be delegated to or placed in any Person other than an employee of the Borrower or such Subsidiary; PROVIDED, HOWEVER, that the Borrower may pay consulting fees to certain of its Directors as disclosed in the Borrower's Proxy Statement to its stockholders dated April 11, 1995. The Borrower shall not, and shall not permit any of its Subsidiaries to, make or enter into, or receive any management fees pursuant to, any so-called management or service agreement or joint operating agreement whereby management, supervision or control of the business of any other Person (other than a Subsidiary of the Borrower), or any significant aspect thereof, shall be delegated to or placed in the Borrower or any of its Subsidiaries. (b) The Borrower shall not, and shall not permit any of its Subsidiaries to, except in connection with a Permitted Acquisition, enter into, or otherwise be obligated under, with respect to any radio or television station, including the Stations, any local marketing agreement, time brokerage agreement, program service agreement, facilities leasing agreement or similar arrangement, except (i) for such agreements in effect as of the date hereof in respect of Stations WFXK-FM and WING-FM, and (ii) any such agreements entered into in connection with any Permitted Divestiture of Stations WFKS-FM and WWRD-FM.
Sample 1
Management Agreements and Fees. 81 8.15 Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . 82 8.16 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 8.17 Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 8.18 Change of Name, Identity or Corporate Structure. . . . . . . . . 82 8.19
Sample 1
AutoNDA by SimpleDocs
Management Agreements and Fees. Except for the Management ------------------------------ Agreement, the Borrower shall not make or enter into, nor pay any management fees pursuant to, any so-called management or service agreement whereby management, supervision or control of its business, or any significant aspect thereof, shall be delegated to or placed in any Person other than an employee of the Borrower. Except to the extent approved by the Banks, the Borrower shall not pay management fees or other compensation to the Sellers pursuant to the Management Agreement in an amount in any year which exceeds 15% of the Borrower's tower revenues. Upon the termination of the Management Agreement, the Borrower shall not enter into a replacement management agreement unless the terms and conditions of such agreement and the manager thereunder are reasonably acceptable to the Agent. Any such replacement management agreement approved by the Agent shall be deemed to be the Management Agreement for all purposes hereof.
Sample 1
Management Agreements and Fees. Trendwest shall not, and shall not permit any of its Subsidiaries to, make or enter into, or pay any management fees pursuant to, any so-called management or service agreement or joint operating agreement pursuant to which management, supervision or control of its business, or any significant aspect of such business, shall be delegated to or placed in any Person other than an employee of Trendwest or such Subsidiary.
Sample 1

Related to Management Agreements and Fees

  • Management Agreements (i) Each Individual Property shall be operated under the terms and conditions of the applicable Management Agreement. Each Borrower shall or shall cause the applicable Operating Lessee to (x) pay all sums required to be paid by the owner under each Management Agreement, (y) diligently perform, observe and enforce all of the terms, covenants and conditions of each Management Agreement on the part of the owner thereunder to be performed, observed and enforced to the end that all things shall be done which are necessary to keep unimpaired the rights of said owner under each Management Agreement, (z) promptly notify Lender of the giving of any written notice to any Borrower and/or Operating Lessee of any default by the owner in the performance or observance of any of the terms, covenants or conditions of any Management Agreement on the part of the owner thereunder to be performed and observed (which Borrower or Operating Lessee may contest in accordance with the terms of the Management Agreement) and deliver to Lender a true copy of each such notice, and (aa) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, notice of a default under the Management Agreement, report regarding operations at the related Individual Property, estimates of any monetary nature and any other items reasonably requested by Lender, in each case received by any Borrower or Operating Lessee under any Management Agreement. (ii) No Borrower shall (and shall not cause or permit any Operating Lessee to), without the prior consent of the Lender (which consent shall not be unreasonably withheld), surrender any Management Agreement or terminate or cancel any Management Agreement or modify, change, supplement, alter or amend, in any material respect, any Management Agreement, either orally or in writing, and each Borrower hereby assigns to Lender as further security for the payment of the Indebtedness and for the performance and observance of the terms, covenants and conditions of this Loan Agreement, any and all rights, privileges and prerogatives of each Borrower to surrender any Management Agreement or to terminate, cancel, modify, change, supplement, alter or amend, in any material respect, any Management Agreement, and any such surrender of any Management Agreement or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement without the prior consent of Lender (which consent shall not be unreasonably withheld) shall be void and of no force and effect. (iii) If any Borrower or Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of the Borrower or Operating Lessee thereunder to be performed or observed beyond any applicable notice and cure periods contained therein, and Borrower or Operating Lessee is not contesting the validity of such default in good faith in accordance with the terms of the Management Agreement, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing any Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of such Management Agreement on the part of the owner to be performed or observed to be promptly performed or observed on behalf of such Borrower, to the end that the rights of said Borrower and/or Operating Lessee in, to and under such Management Agreement shall be kept unimpaired and free from default. Any such amounts so advanced by Lender together with interest thereon from the date expended by Lender of the Default Rate shall be part of the Indebtedness and Borrower shall immediately repay such amounts to Lender upon demand. Pursuant to the terms of the applicable Subordination, Attornment and Security Agreement and/or Assignment of Management Agreement, Lender and any person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If any Manager shall deliver to Lender a copy of any notice sent to any Borrower and/or Operating Lessee of any default under any Management Agreement, and Borrower or Operating Lessee is not contesting said default in good faith in accordance with the terms of the Management Agreement, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender in good faith, in reliance thereon. (iv) Each Borrower shall (or shall cause the applicable Operating Lessee to) exercise each individual option, if any, to extend or renew the term of each Management Agreement upon demand by Lender made at any time within ninety (90) days prior to the last day upon which any such option may be exercised, and each Borrower hereby expressly authorizes and appoints Lender as its attorney-in-fact to exercise (or cause the applicable Operating Lessee to exercise) any such option in the name of and upon behalf of such Borrower should such Borrower fail to do so, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. (v) Any sums expended by Lender pursuant to this Section shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Indebtedness, shall be secured by the lien of the Mortgage and the other Loan Documents and shall be immediately due and payable within two (2) Business Days after demand by Lender therefor. (vi) Each Borrower shall, promptly upon request of Lender, but no more than two (2) times in any calendar year during the term of the Loan (unless (x) an Event of Default has occurred and is continuing or (y) such request is occasioned in connection with a Secondary Market Transaction) use its diligent best efforts to obtain and deliver (or cause to be delivered) an estoppel certificate from each Manager (A) certifying (1) that the Management Agreement is unmodified and in full force and effect (or if there have been modifications, that the same, as modified, is in full force and effect and stating the modifications), and (2) the date through which the management fees due under the Management Agreement have been paid; (B) stating whether or not to the best knowledge of Manager (1) there is a continuing default by Borrower or Operating Lessee in the performance or observance of any covenant, agreement or condition contained in the Management Agreement or the Operating Lease, or (2) there shall have occurred any event that, with the giving of notice or passage of time or both, would become such a default, and, if so, specifying each such default or occurrence of which Manager may have knowledge; and (C) stating such other information as Lender may reasonably request. Such statement shall be binding upon Manager and may be relied upon by Lender and/or such third party specified by Lender. (vii) Upon the termination of any Management Agreement, subject to Section 5.1(P), each Borrower shall (or shall cause Operating Lessee to) promptly enter into a new Management Agreement with a replacement Manager, which shall deliver a comfort or similar letter and/or a Manager’s Subordination to and in favor of Lender, all upon terms and conditions acceptable to Lender in its discretion.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Existing Management and Franchise Agreements Seller has furnished to Buyer true and complete copies of the Existing Management Agreement and the Existing Franchise Agreement, which constitutes the entire agreement of the parties thereto with respect to the subject matter thereof and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the Property, except for the Existing Management Agreement and the Existing Franchise Agreement. The Improvements comply with, and the Hotel is being operated in accordance with, all requirements of such Existing Management Agreement and the Existing Franchise Agreement and all other requirements of the Existing Manager and the Franchisor, including all “brand standard” requirements of the Existing Manager and the Franchisor. The Existing Management Agreement and the Existing Franchise Agreement are in full force and effect, and shall remain in full force and effect until the termination of the Existing Management Agreement and the Existing Franchise Agreement at Closing, as provided in Article V hereof. No default has occurred and is continuing under the Existing Management Agreement or the Existing Franchise Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default.

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Agreements and Commitments As of the date of this Agreement the Company is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to the Company, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to the Company in an aggregate amount of (i) $10,000 or more in the Ordinary Course or (ii) $5,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company is licensor (except for any nonexclusive software license granted by the Company to customers in the Ordinary Course); or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company to encumber, transfer or sell rights in or with respect to any material item of the Company Intellectual Property (as defined in Section 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the Company's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company incurred or made in the Ordinary Course, and except as disclosed in the Company Financial Statements; (j) Any contract containing covenants purporting to limit the Company's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liability. All agreements, obligations and commitments disclosed in Item 3.10, Item 3.11, Item 3.14.3 or Item 3.14.6 as required by Section 3.10, Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the Company. Neither the Company nor to Shareholder's knowledge any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company is not a party to any contract or arrangement that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Company.

  • PERMITS AND FEES Contractor shall apply and pay for all permits and inspection fees as required by all governmental agencies having jurisdiction over this project.

  • Management Letters Promptly after the receipt thereof by any Company, a copy of any “management letter” received by any such person from its certified public accountants and the management’s responses thereto;

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!