Reconstitution of Governing Bodies; Appointment of Acceptable Independent Manager Sample Clauses

Reconstitution of Governing Bodies; Appointment of Acceptable Independent Manager. The Loan Parties shall (i) work diligently to seek and obtain all Board Regulatory Approvals as promptly as possible, (ii) regularly update the Agent and its counsel on the status of, and any material developments relating to, the Board Regulatory Approval process; and (iii) shall, within one (1) Business Day of delivery or receipt, as applicable, provide Agent and its counsel with copies of any notices, letters or other correspondence between and among the Loan Parties and the applicable Governmental Authorities concerning the Board Regulatory Approvals. On or prior to May 13, 2024, Holdings and each other Board-Governed Entity (if any) shall have amended their applicable operating agreements and other corporate governance documents as necessary to provide for the reconstitution of the Governing Bodies of such Board-Governed Entities and the appointment of the Acceptable Independent Manager as a Manager or director of each such Board-Governed Entity (collectively, the “Amended Corporate Governance Documents”). All Amended Corporate Governance Documents shall be in form and substance acceptable to the Agent in its sole discretion. Without limiting any of the foregoing, it is further hereby acknowledged and agreed that the Acceptable Independent Manager shall (i) have the right to vote on any matter on which any other Manager or director of any Governing Body has the right to vote and (ii) be granted the express authority to act on behalf of the applicable Loan Parties to manage and coordinate with the Back-Up Servicer (including, without limitation, to amend the Back-Up Servicer Agreement on behalf of the Loan Parties) so that the Back-Up Servicer can achieve “hot” status with respect to the servicing, collection, and administration functions of the Business Operations in respect of the Collateral, in each case, in a manner acceptable to the Agent. Upon the effectiveness of the appointment of the Acceptable Independent Manager, the board observer rights set forth in Section 5.17(i)(G) shall automatically terminate and be of no further force and effect. For the avoidance of doubt, any termination or resignation of the Acceptable Independent Manager or any amendment, supplement or modification to the Amended Corporate Governance Documents in any way related to the Acceptable Independent Manager which is adverse to the Lenders and/or Agent and which becomes effective or the occurrence of any attempt to make any such amendment, modification or supplement effec...
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Related to Reconstitution of Governing Bodies; Appointment of Acceptable Independent Manager

  • Appointment Adviser hereby appoints the Sub-adviser as its investment Sub-adviser with respect to each Fund for the period and on the terms set forth in this Agreement. The Sub-adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.

  • Confirmation of Agreement Except as amended hereby, the Custody Agreement is in full force and effect and as so amended is hereby ratified, approved and confirmed by the Customer and the Bank in all respects.

  • Termination of Agreement If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

  • DURATION OF AGREEMENT All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement.

  • Amendments and Waivers (a) If the ICANN Board of Directors determines that an amendment to this Agreement (including to the Specifications referred to herein) and all other registry agreements between ICANN and the Applicable Registry Operators (the “Applicable Registry Agreements”) is desirable (each, a “Special Amendment”), ICANN may adopt a Special Amendment pursuant to the requirements of and process set forth in this Section 7.6; provided that a Special Amendment may not be a Restricted Amendment.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Governing Law and Jurisdiction 39.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

  • Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member, Member’s design professionals and Vendor. It is permitted for the TIPS Member to provide a general scope description, but the awarded vendor should provide a written scope of work, and if applicable, according to the TIPS Member’s design Professional as part of the proposal. Once the scope of the job is agreed to, the TIPS Member will issue a PO and/or an Agreement or Contract with the Job Order Contract Proposal referenced or as an attachment along with bond and any other special provisions agreed by the TIPS Member. If special terms and conditions other than those covered within this solicitation and awarded Agreements are required, they will be attached to the PO and/or an Agreement or Contract and shall take precedence over those in this base TIPS Vendor Agreement.

  • Nonwaiver and Expenses No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

  • Submission to Jurisdiction Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.

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