Management Newco definition

Management Newco means SHP Management, Inc., a Delaware corporation and a wholly-owned subsidiary of SHP.
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Examples of Management Newco in a sentence

  • Each Section (v) Contract to be transferred to SHP and Management Newco pursuant to this Agreement is transferable without consent, other than as set forth on Schedule 3.1(j)(v) attached hereto.

  • Management Newco shall deliver to Management and Alter at Closing an executed assignment and assumption agreement in form and substance reasonably satisfactory to Management and Alter to evidence the assumption of the Assumed Management Liabilities assumed by Management Newco.

  • Except for Liabilities explicitly assumed in this Section 2.1(d), neither Management Newco nor SHP nor any of SHP's other Subsidiaries will assume any Liabilities of Alter, Biederman, Management or Management Sub.

  • From and after the Closing, SHP and Management Newco shall, jointly and severally, (i) indemnify and hold harmless Management, Alter and their respective Affiliates, heirs, executors, successors and assigns from and against any and all Losses suffered or incurred by any such indemnified Person arising from, relating to or otherwise in respect of, any Assumed Management Liabilities and (ii) provide the indemnity set forth in Section 4.15(a).

  • Nothing in this Agreement shall require the continued employment of any Person or prevent SHP and/or Management Newco or Lessee from taking any action or refraining from taking any action which Management or Lessee could take or refrain from taking prior to the Closing Date.

  • To the extent Alter and Biedxxxxx xxx not released from such post-Closing obligations, SHP and Management Newco shall, jointly and severally, indemnify and hold Alter and Biedxxxxx, xxd their respective Affiliates, heirs, executors, successors and assigns, harmless for all Losses suffered or incurred by either of them under such obligations.

  • To the extent Alter and Xxxxxxxxx are not released from such post-Closing obligations, SHP and Management Newco shall, jointly and severally, indemnify and hold Alter and Xxxxxxxxx, and their respective Affiliates, heirs, executors, successors and assigns, harmless for all Losses suffered or incurred by either of them under such obligations.

  • Each of Management Sub and Management has, and at the Closing SHP and Management Newco will, acquire good and valid title interests in all properties, assets and other rights included in the Management Assets and the Basis Assets, respectively, free and clear of all Liens except for Permitted Liens or as set forth on Schedule 3.1(h).

  • Notwithstanding the above, except as set forth on Schedule 4.8(a), SHP shall cause Management Newco and Lessee to pay compensation to any key employee in accordance with compensation parameters agreed to by Alter and Xxxxxxxxx LLC and as provided in the LLC Agreement and this Agreement.

  • Notwithstanding the above, except as set forth on Schedule 4.8(a), SHP shall cause Management Newco and Lessee to pay compensation to any key employee in accordance with compensation parameters agreed to by Alter and Westxxxxx XXX and as provided in the LLC Agreement and this Agreement.

Related to Management Newco

  • Management Group means at any time, the Chairman of the board of directors, the Chief Executive Officer, the President, any Managing Director, Executive Vice President, Senior Vice President or Vice President, any Treasurer and any Secretary of Holdings or other executive officer of Holdings or any Subsidiary of Holdings at such time.

  • Existing Management Agreement means that certain management agreement between the Seller and the Existing Manager for the operation and management of the Hotel.

  • Management Unit means an area established by the Commission for management purposes.

  • Management Agreement means the agreement of the Directors in the form attached hereto as Schedule C. The Management Agreement shall be deemed incorporated into, and a part of, this Agreement.

  • Management Services Agreement has the meaning set forth in Section 2.1(d).

  • Fund Management means the persons responsible for the portfolio and/or risk management of the Fund.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • Management Services Agreements means, collectively, (i) the Management Services Agreement, dated as of August 4, 2020, by and between Peabody Investments Corp. and each of the Client Companies listed on the signature page thereto and (ii) the Management Services Agreement, dated as August 4, 2020, by and between Peabody Energy Australia Pty Ltd and each of the Client Companies listed on the signature page thereto, in each case, as amended, modified or replaced from time to time so long as the amended, modified or new arrangements, taken as a whole at the time such arrangements are entered into, are not materially less favorable to the Main Issuer and its Subsidiaries than those in effect on the Issue Date.

  • Hotel Management Agreement means any hotel management agreement relating to the management and operation of the Real Property together with all supplements, amendments and modifications thereto.

  • Management Contract means the contract executed between the treasurer and a program manager.

  • Management Control means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of the Concessionaire, whether through the ownership of voting securities, by contract or otherwise or the power to elect or appoint more than 50% (fifty percent) of the directors, managers, partners or other individuals exercising similar authority with respect to the Concessionaire.

  • Management Company means the firm overseeing the operation and management of the Participating Property; and shall mean the Grantee in any event wherein the Management Company is required to perform any obligations under this Agreement.

  • Management Arrangements means the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Specification, the Service Levels, the Award Procedures and the terms of this Framework Agreement, set out in Schedule 4.

  • Investment Management Agreement means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager and the Borrower.

  • Management means an activity inclusive of control and performed on a daily basis, by any person who is a principal executive officer of the company, by whatever name that person may be designated, and whether or not that person is a director.

  • Management Letter means formal communications from the auditor to the client management in accordance with the International Standard on Auditing 265 (communicating deficiencies in internal control to those charged with governance and management), which is not required to be provided separately as it is equivalent to the Audit Findings and Recommendations prepared by the Project auditor and submitted to ADB;

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.

  • Sponsor Management Agreement means the Management Agreement between certain of the management companies associated with the Sponsors and the Borrower.

  • Management Entity means the community developmental disability program or private corporation that operates the regional crisis diversion program, including acting as the fiscal agent for regional crisis diversion funds and resources.

  • Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

  • Property Management Agreement means that certain management agreement between the Company and the Property Manager with respect to the management of the Property.

  • Investment Management Agreement or IMA means the Investment Management Agreement (IMA) dated December 9, 2002, executed between UTI Trustee Company Private Limited and UTI Asset Management Company Limited.

  • New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.

  • Direct holdings means all publicly traded securities of a company that are held directly by the state treasurer or a retirement system in an actively managed account or fund in which the retirement system owns all shares or interests.

  • Management Services means the services specified in sub-clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12.

  • Asset Management Plan means a strategic document that states how a group of assets are to be managed over a period of time. The plan describes the characteristics and condition of infrastructure assets, the levels of service expected from them, planned actions to ensure the assets are providing the expected level of service, and financing strategies to implement the planned actions. The plan may use any appropriate format, as long as it includes the information and analysis required to be in a plan as described in Ontario’s Building Together: Guide for Asset Management Plans.