Transition of Management Sample Clauses

Transition of Management. Prior to October 1991, the Company's Chief Executive Officer was Xxxxxxx Xxxxxxx and its Vice President - Financial was Xxxxxx Xxxxxxxx. Messrs. XxXxxx and Bedrich, the current Chief Executive officer and Chief Financial officer, respectively, of the Company, assumed their respective positions in October, 1991 and November, 1992. Although Xx. XxXxxx served in various capacities for the Company since 1990, including as Chief Operating officer thereof, and although both Messrs. Bedrich and XxXxxx have extensive management experience generally, Messrs. XxXxxx and Bedrich have served only briefly in their current respective positions.
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Transition of Management. Effective as of Closing Date, Collingwood shall (i) first cause the current officers (including himself and including those officers that are not the Individual Defendants) (the “Non-Party Management”), as listed on Schedule 13.1 to this Agreement, to resign as officers and to cause the board of directors of the Companies to appoint those persons designated by NIR to be the officers of the Companies, (ii) to the extent applicable have the shareholders appoint new directors or replacement directors for the Companies, and (iii) following the occurrence of (i) and (ii) above, Collingwood shall cause the current directors (including himself and others that make up the Non-Party Management) to resign as directors of the Companies. Collingwood agrees to cooperate with the Companies and NIR in good faith and to use best efforts as reasonably necessary and as requested by the Companies and NIR in order to transition the business and ownership of the Companies in a manner that minimizes any disruption to the operation of the Companies’ business following Closing, for a period of time that should be approximately two (2) weeks from the date of the Closing; provided, however, if NIR is in need of actions to be taken by Collingwood for a reasonable period following the two week period he agrees to so cooperate.
Transition of Management. Sellers shall use all reasonable efforts to provide Purchaser or its authorized agent reasonable access to the Property in order to prepare for an orderly transition of management thereof and shall cause Owner to maintain adequate staff for the management of the Property in connection with current practice.
Transition of Management. Upon any termination or expiration of this Agreement for any reason whatsoever, Owner expressly agrees that Operator may remove any of its documents which are proprietary to Operator (including, without limitation, employee files, manuals, software programs, stored data, and internal correspondence of a proprietary nature) but specifically excluding financial records, documents, customer databases, future room and other reservations, correspondence or other materials proprietary to the Hotel or that are otherwise the property of Owner pursuant to the terms hereof. Operator shall have the right to make copies of all other non-proprietary files and information relating to its management of the Hotel. Upon such termination or expiration, within twenty (20) days of billing thereof, Owner shall pay to Operator, in addition to any other amounts due pursuant to this Agreement (a) Operator’s reasonable out-of-pocket costs incurred by reason of request by Owner for assistance after termination of this Agreement and not otherwise reasonably expected of Operator in the orderly termination of its operations at the Hotel, (b) any unpaid fees and other charges and reimbursements due Operator hereunder that have accrued and are due and owing to Operator pursuant to the terms of this Agreement, and (c) to the extent reasonable and consistent with Operator’s standard practices and industry standards, termination-related employee expenses, including payments of accrued and earned sick and vacation time, pension, bonus and other termination payments due to employees.

Related to Transition of Management

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Termination of Manager If (a) the amounts evidenced by the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the Manager shall become insolvent, (c) the Manager is in default under the terms of the Management Agreement beyond any applicable grace or cure period, or (d) Manager is not managing the Property in accordance with the management practices of nationally recognized management companies managing similar properties in locations comparable to those of the Property, then, in the case of (a), (b), (c) or (d), Borrower shall, at the request of Lender, terminate the Management Agreement and replace the Manager with a manager reasonably approved by Lender on terms and conditions reasonably satisfactory to Lender, it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. In addition and without limiting the rights of Lender hereunder or under any of the other Loan Documents, in the event that (i) the Management Agreement is terminated, (ii) the Manager no longer manages the Property, or (iii) a receiver, liquidator or trustee shall be appointed for Manager or if Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Manager, or if any proceeding for the dissolution or liquidation of Manager shall be instituted, then Borrower (at Borrower's sole cost and expense) shall immediately, in its name, establish new deposit accounts separate from any other Person with a depository satisfactory to Lender into which all Rents and other income from the Property shall be deposited and shall grant Lender a first priority security interest in such account pursuant to documentation satisfactory in form and substance to Lender.

  • Compensation of Manager For the services to be rendered and the facilities to be provided by the Manager hereunder, the Trust shall pay to the Manager from the assets of each Fund a management fee computed daily and paid monthly at an annual rate equal to the lesser of (i) that percentage of that Fund's average daily net assets for the Fund's then-current fiscal year set forth opposite the Fund's name on Schedule A annexed hereto (the "Aggregate Management Fee"), minus that Fund's Aggregate Subadviser Fee (as defined below), if any, and (ii) the difference between that Fund's Aggregate Management Fee for the Fund's then-current fiscal year and the aggregate management fees allocated to that Fund for the Fund's then-current fiscal year from the registered investment company portfolios in which it invests (for which the Manager or an affiliate serves as investment adviser). To the extent that any Fund's Aggregate Subadviser Fee exceeds that Fund's Aggregate Management Fee, the Manager shall pay such amount to the applicable subadvisers on the Fund's behalf. A Fund's Aggregate Subadviser Fee is the aggregate amount payable by that Fund to subadvisers pursuant to agreements between the Trust on behalf of the Fund and the subadvisers. If the Manager provides services hereunder for less than the whole of any period specified in this Section 3, the compensation to the Manager shall be accordingly adjusted and prorated.

  • Compensation of Managers Except as may be expressly provided for herein or hereafter approved by the Member, no payment will be made by the Company to any Manager for the services of such Manager or any partner or employee of the Manager.

  • Indemnification of Manager The Principal shall indemnify the Manager and hold the Manager harmless from and against all actions, claims, demands, liabilities, losses, damages or expenses of whatever kind, including without limitation, attorneys’ fees, sustained or incurred by the Manager or any of its nominees in carrying out its authority or duties under this Agreement, unless resulting from its gross negligence or willful misconduct, provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights which the Principal may have under applicable securities or other laws.

  • Replacement of Manager If at any time after any Action is brought the Manager settles the Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters (whether or not such settlement complies with Section 9.7 hereof), the Manager will, at such time, for purposes of Sections 9.3, 9.4, 9.5, 9.6, and 9.7 hereof, cease to be the Manager. The non-settling Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such non-settling Underwriters, select a new Manager, which will become the new “Manager” for all purposes of Sections 9.3, 9.4., 9.5, 9.6, and 9.7 hereof as well as this section; provided that the non-settling Underwriter(s) with the largest Underwriting Percentage will act as Manager until such vote occurs and a new Manager is selected. 4 Notwithstanding such a settlement, the Manager and the other settling Underwriters will remain obligated to the non-settling Underwriters to assist and cooperate fully, in good faith, and at their own expense, in the defense of any Actions, including, without limitation, by providing, upon reasonable request of any non-settling Underwriter, and without the necessity of court process, access to or copies of all relevant records, and reasonable access to all witnesses under control of the Manager or the other settling Underwriters, for the purpose of interviews, depositions, and testimony at trial, subject in each case to the applicable legal and procedural obligations of such Manager and such other settling Underwriter. In addition, if at any time, the Manager is unwilling or unable for any reason to assume or discharge its duties as Manager under the applicable AAU, whether resulting from its insolvency (voluntary or involuntary), resignation or otherwise, to the extent permitted by applicable law, the remaining Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such Underwriters, be entitled to select a new Manager, which will become the new Manager for all purposes under this Agreement. 5 Notwithstanding the foregoing, a Manager replaced pursuant to this Section 9.9 shall continue to benefit from and be subject to all other terms and conditions of this Agreement applicable to an Underwriter.

  • Engagement of Manager Commencing on the Effective Date, the Owner hereby appoints, retains and authorizes the Manager, and the Manager hereby accepts and agrees, to perform the Management Services and Operating Services (collectively, the “Services”) during the Term at all times in accordance with the terms and conditions set forth in this Agreement.

  • RESIGNATION OF MANAGERS Any manager may resign at any time by giving written notice of such resignation to the Board of Managers, the Chairman of the Board or the President. Any such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt thereof by the Board of Managers or one of the above named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

  • Resignation of Manager A Manager other than an Independent Manager may resign as a Manager at any time by thirty (30) days’ prior notice to the Member. An Independent Manager may not withdraw or resign as a Manager of the Company without the consent of the Member. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement in the form attached hereto as Exhibit A, and (ii) shall have executed a counterpart to this Agreement.

  • Duties of Manager The Manager, at its own expense, shall furnish the following services and facilities to the Trust:

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