New Manager. Great Elm shall cause the New Manager, as such term is defined in the Merger Agreement, to use its reasonable best efforts to cause the conditions set forth in Sections 5.1(c), 5.1(d), 5.1(e), 5.3(b), 5.3(d) and 5.3(e) of the Merger Agreement to be satisfied prior to the Termination Date, including as such date may be extended in accordance with the Merger Agreement.
New Manager. Xxxxxxxx agrees that it will take no action to effect a termination of the Lease by reason of any Event of Default or any other breach or default without first giving to the Investor a reasonable time of not less than sixty (60) days after i) Landlord’s notice to Tenant and Investor of such Event of Default or any other breach or default and ii) the expiration of Xxxxxx’s cure period (“Manager Replacement Deadline”), to replace Xxxxxx’s Manager and cause the new Manager to cure the Event of Default or other breach or default. As a condition of such forbearance, Landlord must receive notice from the Investor of the substitution of a new Manager of Tenant not later than the Manager Replacement Deadline and Tenant, following such substitution or admission of the new Manager, shall thereupon proceed with due diligence to cure such Event of Default or other breach or default as soon as reasonably possible. In no event, however, shall Landlord be required to engage in the forbearance described in this Section for a period longer than three (3) months, regardless of the due diligence of the Investor or the new Manager.
New Manager. If (a) Manager is replaced with a new manager (the “New Manager”) in accordance with the terms and provisions of this Assignment, and (b) Tenant shall have entered into a new management agreement with New Manager (the “New Management Agreement”) upon terms reasonably acceptable to Landlord in all respects, then Tenant shall execute, and shall cause New Manager to execute, an agreement assigning the New Management Agreement to Landlord, subordinating the New Management Agreement and the terms thereof, including but not limited to New Manager’s right to payment of management fees, and containing certain other agreements of Tenant and New Manager, such agreement to be substantially in the form of this Assignment.
New Manager. Notwithstanding anything to the contrary contained in the Lease, Xxxxxxxx agrees that it will take no action to effect a termination of the Lease by reason of any Event of Default or any other breach or default without first giving to the Investor reasonable time, not to exceed 60 days, to replace Xxxxxx’s manager and/or admit an additional manager and cause the new manager to cure the Event of Default or other breach or default; provided, however, that as a condition of such forbearance, Landlord must receive notice from the Investor of the substitution or admission of a new manager of Tenant within 30 days following Landlord’s notice to Tenant and the Investor of the Event of Default or other breach or default, and Tenant, following such substitution or admission of the manager, shall thereupon proceed with due diligence to cure such Event of Default or other breach or default. In no event, however, shall Landlord be required to engage in the forbearance described in this section for a period longer than six (6) months, regardless of the due diligence of the Investor or the new manager.
