Management and Consulting Agreements Sample Clauses

Management and Consulting Agreements. As to each Project, if the applicable Operator has entered into a management or consulting agreement with respect to the Project, a copy of such management or consulting agreement and a subordination agreement from the manager or consultant in a form satisfactory to Lender.
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Management and Consulting Agreements. BAMC shall have received true and correct copies of (1) the Professional Services Agreement, (2) the Senior Management Agreement, dated as of September 7, 2001, by and among Holdings, the Borrower and Xxx X. Xxxxx, (3) the Senior Management Agreement, dated as of September 7, 2001, by and among Holdings, the Borrower and Xxxx Xxxxxxxxxx, (4) the Senior Management Agreement, dated as of February 15, 2002, by and among Holdings, the Borrower and Xxxxx Xxxxxxx, (5) the Consulting Agreement, dated as of January 10, 2002, by and among Holdings, the Borrower and Xxxxx Xxxxx and (6) the Employment Agreement, dated as of September 20, 2002, by and among Holdings, the Borrower and Xxxxxxx Xxxxxx.
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Management and Consulting Agreements. If any Borrower has entered into a management or consulting agreement with respect to its Facility, a copy of such management or consulting agreement and a subordination agreement from the manager or consultant in a form satisfactory to Lender.
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Management and Consulting Agreements. Xxxxxxxxxxx Consulting Agreement dated January 24, 2006 (SDX-019)
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Management and Consulting Agreements. Directly or indirectly, enter into any management or consulting or similar agreement providing for payments by any Loan Party to any Person other than, subject to the provisions of this Agreement, (i) such agreements with a Loan Party or its Subsidiaries, (ii) such agreements with Persons that are not Affiliates or Subsidiaries of a Loan Party that are entered into in the ordinary course of business and on arm’s length terms (including, without limitation, any restaurant concept development agreement entered into in connection with business development); provided, that no payments in connection with such agreements in excess of $250,000 individually and $1,000,000 in the aggregate on a consolidated basis for the Loan Parties and their Subsidiaries during any 4 consecutive fiscal quarters shall, in any case, be added back to the computation of Consolidated EBITDA of OTG and the Parent and its Subsidiaries pursuant to clause (vi) of the definition of “Consolidated EBITDA” or otherwise).
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Management and Consulting Agreements. Enter into any management or consulting arrangement with any Affiliate of any Credit Party or any Subsidiary or any holder of Indebtedness of such Credit Party or such Subsidiary (excluding the Purchaser or any of its 29453927 Affiliates), or pay or accrue any management, consulting or similar fees to any Affiliate of any Credit Party or any Subsidiary or any holder of Indebtedness of such Credit Party or such Subsidiary (excluding the Purchaser or any of its Affiliates); provided that, notwithstanding the foregoing, a Credit Party and any Subsidiary may enter into any management, consulting or fee agreement (a) which does not contemplate the issuance or potential issuance of any Equity Interest of any Credit Party or Subsidiary to any Person, and (b) the terms of which are no less favorable to the Credit Party or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate. If this Section 8.17 is waived by the Purchaser, all such management or consulting arrangements must be commercially reasonable and any stock grants pursuant to this Section 8.17 must be approved by the Purchaser.
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Management and Consulting Agreements. Enter into any management or consulting arrangement with any Affiliate of any Credit Party or any Subsidiary or any holder of Indebtedness of such Credit Party or such Subsidiary (excluding the Purchaser or any of its Affiliates), or pay or accrue any management, consulting or similar fees to any Affiliate of any Credit Party or any Subsidiary or any holder of Indebtedness of such Credit Party or such Subsidiary (excluding the Purchaser or any of its Affiliates); provided that, notwithstanding the foregoing, a Credit Party and any Subsidiary may enter into any management, consulting or fee agreement (a) which does not contemplate the issuance or potential issuance of any Equity Interest of any Credit Party or Subsidiary to any Person, and (b) the terms of which are no less favorable to the Credit Party or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate. If this Section 8.17 is waived by the Purchaser, all such management or consulting arrangements must be commercially reasonable and any stock grants pursuant to this Section 8.17 must be approved by the Purchaser.
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Related to Management and Consulting Agreements

  • Employment and Consulting Agreements Xxxxxxx X. Xxxx and Xxxx X. Xxxxxx shall have executed and delivered employment agreements with BRI, and Xxxxxx Xxxx shall have executed and delivered a Consulting Agreement with BRI.

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

  • 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.

  • Consulting Agreement Effective upon Executive’s termination of employment for any reason other than Executive’s termination by the Company for Cause, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “Consulting Period”). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject to the following: Executive agrees to provide, if requested, 1,000 hours of service (the “Consulting Services”) per year, as required by the Company. Prior to a Change of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services.

  • Employment Agreements Each of the persons listed on Schedule 9.12 shall have been afforded the opportunity to enter into an employment agreement substantially in the form of Annex VIII hereto.

  • 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.

  • 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.

  • Consulting Arrangement At the Company’s option, the Company and Employee will enter into a consulting arrangement for a period of six (6) months from the date of such termination the “Consulting Period”), which arrangement will provide for (A) payment by the Company based upon a full-time monthly rate equal to 100% of Employee’s monthly base salary as of the date of such termination and (B) such other terms of service as shall be negotiated in good faith by the Company and Employee; provided, however, that if the Company determines not to enter into the negotiation of a consulting arrangement, or the Company and Employee cannot, following good-faith negotiation, agree upon the terms of such consulting arrangement, then promptly following such determination or the termination of such negotiations, as the case may be, Employee will be paid a lump-sum amount of cash equal to six (6) months of Employee’s base salary as of the date of such termination, less applicable withholding; provided further, however, that if during the Consulting Period Employee engages in Competition or breaches the covenants in Section 6 or in the separation agreement and release of claims, all payments pursuant to this subsection will immediately cease.

  • 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.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

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