Receiver’s Authority over NEWCO Sample Clauses

Receiver’s Authority over NEWCO. 2.4.1 Pursuant to its duties as statutory liquidator of ELNY, the Receiver shall have authority to make (or cause to be made) examinations into the affairs of NEWCO for the purpose of ascertaining compliance by NEWCO with this Agreement and the other Definitive Agreements (to the extent NEWCO is a party thereto) and the performance of its contractual obligations to ELNY Restructured Contractowners (or payees thereof). The PGAs, NOLHGA and NEWCO shall facilitate and cooperate with the examiners in conducting any examination. The costs of any examiners, consultants or advisors retained to conduct the examination of NEWCO shall be funded out of the Retained Assets to the extent the Retained Assets following such examination are equal to at least $5 million; provided, thereafter, such costs shall be funded by NEWCO. The parties hereto agree and acknowledge that (i) NEWCO shall not be operating as a commercial insurer, (ii) any material expenses incurred by NEWCO could have a detrimental impact on the PGAs, the Life Insurance Companies and the Supplemental Benefits Participating Companies, and (iii) NEWCO shall be under the direct regulatory supervision of the District of Columbia Department of Insurance, Securities and Banking, or under any successor thereto having regulatory jurisdiction over NEWCO (“NEWCO Regulator”). Accordingly, assuming the substantial cooperation of the NEWCO Regulator with the Receiver, the Receiver shall rely, to the extent relevant, primarily on the reports and analysis provided to or developed by the NEWCO Regulator rather than independent examinations of NEWCO. 2.4.2 In order to facilitate the Receiver’s examination authority provided above, NEWCO shall from time to time provide to the Receiver such information as the Receiver requests to establish NEWCO’s continuing compliance with its obligations under this Agreement, shall submit to the Receiver copies of all regulatory filings NEWCO makes with the NEWCO Regulator, and shall consent to the NEWCO Regulator sharing on a confidential basis any analysis or reports concerning NEWCO prepared or received by the NEWCO Regulator. In the event that the Receiver believes that NEWCO is in breach of its obligations under this Agreement to an extent that is material and adverse to the ELNY Estate or to the payees or beneficiaries under the ELNY Restructured Contracts (a “Material Breach”), the Receiver shall provide notice to NEWCO of such Material Breach and NEWCO shall have thirty (30) days ...
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Related to Receiver’s Authority over NEWCO

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  • City’s Manager’s Authority To the extent, if any, the City has the power to suspend or terminate this contract or the Contractor’s services under this contract, that power may be exercised by City Manager or a deputy or assistant City Manager without City Council action.

  • Instructions; Authority to Act The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Trust Officer of the Indenture Trustee.

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  • Restrictions on General Partner’s Authority A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

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