Examples of CLNC in a sentence
The term “Sponsor Affiliates” shall mean CLNC Manager, LLC and its Affiliates.
Neither CLNC nor Manager shall (and both CLNC and Manager shall cause their respective Affiliates not to) take any position inconsistent with the Allocations on any Tax return.
If CLNC and Manager are unable to reach such agreement within five (5) days following delivery of the Manager Allocation Notice, they shall promptly thereafter engage a nationally recognized third-party accounting firm mutually acceptable to both CLNC and Manager (the “Independent Accounting Firm”) to resolve any remaining disputes within the following five (5) days.
The allocations, as prepared by CLNC if no Manager Allocation Notice has been timely delivered, as adjusted pursuant to any agreement between CLNC and Manager, or as determined by the Independent Accounting Firm in accordance with the immediately preceding sentence (the “Allocations”), shall be final, conclusive and binding on the Parties absent manifest error.
If the Manager Allocation Notice is timely delivered, CLNC and Manager shall, during the five (5) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocations.
CCIA hereby absolutely, unconditionally and irrevocably guarantees to CLNC and CLNC OP, all of Manager’s obligations under Section 13(c) of the Management Agreement and Article IV of this Agreement (the “Guaranty”).
At the Closing, CLNC shall pay, or shall cause to be paid, (a) One Hundred Two Million Three Hundred Thousand Dollars ($102,300,000) (the “Termination Fee”), (b) the portion of the Personal Property Purchase Price payable to Manager at the Closing pursuant to Section 4.17 and (c) the NY Office Sublease Amount, if payable at the Closing pursuant to Section 4.17, and CLNC shall assume and agree to pay, perform and discharge the Assumed Liabilities.
If Manager disagrees with CLNC’s Allocation Statement, Manager may, within ten (10) days after delivery of CLNC’s Allocation Statement, deliver a written notice together with reasonable supporting documentation (the “Manager Allocation Notice”) to CLNC to such effect, specifying those items as to which Manager disagrees and setting forth Manager’s proposed allocations.
The Special Committee Approval is the only corporate approval on the part of CLNC and CLNC OP required with respect to the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including, without limitation, the change in manager of CLNC required pursuant to the Investment Advisers Act of 1940, as amended and the Management Agreement.
CLNC and CLNC OP shall not be obligated to enforce or exhaust its remedies against Manager before proceeding to enforce this Guaranty.