Manager Consent definition

Manager Consent means the waiver by any Manager of any rights under the applicable Management Agreement arising as a result of, or the provision of such Manager’s consent to, the transactions contemplated by this Agreement and the Transaction Documents (including the assignment by the applicable Selling Subsidiary to the applicable Buyer of such Management Agreement), which waiver or consent is required to be obtained pursuant to the terms of such Management Agreement in order for such Management Agreement to remain in full force and effect from and after the Closing in such Buyer’s (or its permitted Affiliate-assignee’s) name; provided, however, that no Manager Consent shall be deemed to exist in respect of any Terminating Management Agreement.
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Manager Consent means a Manager Consent and Agreement in substantially the --------------- form of the attached Exhibit V, executed by the Manager for the Hotel Property.
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Manager Consent the prior written consent of a Manager Majority; Manager Declaration: the declaration to be completed by each of the Initial Managers on Completion in accordance with the Subscription Agreement or to be completed by a New Securities Holder in accordance with clause 19.1 in the Agreed Form marked “B”;
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Examples of Manager Consent in a sentence

  • When any provision of this Management Services Agreement requires Business Manager Consent, such consent shall not be unreasonably withheld or delayed and shall be binding on Business Manager.

  • The term "Business Manager Consent" shall ------------------------ mean the consent granted by any of Business Manager's representatives to the Policy Board.

  • In no event shall the professional liability insurance carrier be replaced or changed without PC Consent and Business Manager Consent.

  • The term "Business Manager Consent" shall mean the consent granted by Business Manager's representatives to the Policy Board created pursuant to Article III herein.

  • The term "Business Manager Consent" shall mean the consent granted by any of Business Manager's representatives to the Policy Board.

  • The term "Business Manager Consent" shall mean the consent granted by Business Manager's representatives (or either representative) to the Practice Advisory Council created pursuant to Article II herein, which consent shall not be unreasonably withheld or delayed and shall be binding on the Business Manager.

  • Practice Expense shall include, without limitation, such items as Preexisting Obligation Payments, Physician Discretionary Expenses, salaries, benefits and other direct costs of all Physician-Shareholders, any costs of providing locum tenens coverage for Physician-Shareholders pursuant to Section 5.4 hereof, and any other expenses incurred by Practice or Physicians which are not in the Budget or are in excess of budgeted allowances if expended by Practice personnel without Business Manager Consent.

  • Except as determined by the Local Advisory Council, the professional liability insurance carrier shall not be replaced or changed without Practice Consent and Business Manager Consent.

  • When any provision of this Management Services Agreement requires Business Manager Consent, Business Manager Consent shall not be unreasonably withheld and shall be binding on Business Manager.

  • The Management Fee and the terms and provisions of the Management Agreement are subordinate to the Loan Documents in accordance with the term set forth in the applicable Manager Consent and Subordination of Management Agreement, Lender approves the terms of the Management Agreements heretofore delivered to Lender.


More Definitions of Manager Consent

Manager Consent means, with respect to the Fund, the consent of, and any other action required under the terms of the Fund Agreement by, its Manager to the transfer of the Seller LLC Interest in the Fund to the Purchasers and admission of the Purchasers as members in the Fund, as required under the terms of the Fund Agreement.
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Manager Consent shall have the meaning set forth in Section 3.1(f).
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Manager Consent means the consent granted by the Manager’s Representatives (or either Representative) to the Business or the Operations Committee. When any provision hereof requires Manager Consent and does not specify a different standard, such consent will not be unreasonably withheld and will be binding on the Manager.
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Manager Consent means any Mezzanine Consent of Manager and Subordination of Management Fees, entered into among Lender, Borrower, Mortgage Borrower and Manager in accordance with the terms of this Agreement, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. “Master Lease” means that certain Instil Bio Life Science Campus Lease, dated as of the Closing Date, between Mortgage Borrower, as landlord, and Master Tenant, as tenant, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof. “Master Lease Payment Outside Date” has the meaning set forth in Section 4.1.2(l)(i). “Master Lease Payments” means all Rent (as defined in the Master Lease) paid by Master Tenant pursuant to the Master Lease. “Master Lease Recognition Agreement” means that certain Mezzanine Recognition Agreement, dated as of the Closing Date, among Lender, Borrower, Mortgage Borrower and Master Tenant, with respect to the Master Lease, as the same may be amended, modified and/or supplemented from time to time in accordance with the terms hereof. “Master Tenant” means Instil Sponsor. “Material Adverse Effect” means a material adverse effect on (a) the Property or the Collateral or, in each case, the value or use thereof, (b) the business, profits, management, operations or condition (financial or otherwise) of Borrower, SPE Component Entity, Mortgage Borrower, Mortgage Borrower SPE Component Entity, Master Tenant, and Guarantor, taken as a whole, the Collateral or the Property, (c) the enforceability, validity, perfection or priority of the lien of the Pledge Agreement or the other Loan Documents, or (d) the ability of any Borrower Party to perform its obligations under the Loan Documents to which it is a party; provided, however, that current financial and market conditions engendered by the SARS-CoV-2 global pandemic shall not be given effect in determining whether a Material Adverse Effect has occurred with respect to a Borrower Party unless such conditions result in a material adverse effect specific to the business, condition (financial or otherwise), the Property, the Collateral, or operations of Borrower, Mortgage Borrower, Guarantor and their respective Affiliates, taken as a whole, after the Closing Date. “Material Agreements” means each contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of the Property, other than...
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Related to Manager Consent

  • Unanimous Consent means the consent of Lenders (other than Delinquent Lenders) holding 100% of the Commitments (other than Commitments held by a Delinquent Lender).

  • Seller Consents has the meaning set forth in Section 3.03.

  • Governmental Consent means any notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, or the expiration or termination of any statutory waiting periods;

  • Special Approval means approval by a majority of the members of the Conflicts Committee.

  • CPUC Approval means a final and non-appealable order of the CPUC, without conditions or modifications unacceptable to the Parties, or either of them, which contains the following terms:

  • Required Consent has the meaning set forth in Section 4.4.

  • Development Consent means the consent granted to the Development Application for the Development and includes all modifications made under section 4.55 of the Act.

  • Company Consent mean, respectively, a written request, order or consent signed in the name of the Company by an Officer of the Company.

  • Lender Consent means any lender consent delivered by a Lender on the Closing Date in the form of Exhibit 4.1(a).

  • Initial approval means authorization to admit students and enter into contractual agreements for clinical facilities. It is granted only after an application has been submitted, reviewed and a survey visit made by the Board. No students shall be admitted to the program until the institution has received written notification that initial approval has been granted. Failure to comply will delay initial approval.

  • Relevant Supervisory Consent means, in relation to any redemption or purchase of the Notes, any required permission of the Relevant Regulator applicable to the Company or the Relevant UK Resolution Authority (as applicable). For the avoidance of doubt, Relevant Supervisory Consent will not be required if either (i) none of the Debt Securities qualify as part of the Issuer’s regulatory capital, or own funds and eligible liabilities or loss absorbing capacity instruments, as the case may be, each pursuant to the Loss Absorption Regulations, (ii) the relevant Debt Securities are repurchased for market-making purposes in accordance with any permission given by the Relevant Regulator pursuant to the Loss Absorption Regulations within the limits prescribed in such permission or (iii) the relevant Debt Securities are being redeemed or repurchased pursuant to any general prior permission granted by the Relevant Regulator or the Relevant UK Resolution Authority (as applicable) pursuant to the Loss Absorption Regulations within the limits prescribed in such permission.

  • Customary Post-Closing Consents means the consents and approvals from Governmental Bodies for the assignment of the Assets to Purchaser that are customarily obtained after the assignment of properties similar to the Assets.

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Third Party Consent means any permission, consent, license, agreement, authorization or “right to use” required, from a third party (whether under a Third Party Agreement or otherwise):

  • Approval Letter means the letter from WRAS to the Applicant confirming the grant of WRAS Approval in respect of a Product;

  • Consent Date has the meaning set forth in Section 2.09(a) hereof.

  • Governmental Consents has the meaning set forth in Section 3.5.

  • unanimous shareholder agreement means either: (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders; or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of the business and affairs of the Corporation, as from time to time amended.

  • Consent Agenda means a portion of a meeting that lists items of business which are routine in nature and do not require substantial discussion and/or debate.

  • Sale Order means an order or orders of the Bankruptcy Court in form and substance reasonably acceptable to Buyer and Sellers approving this Agreement and all of the terms and conditions hereof, and approving and authorizing Sellers to consummate the transactions contemplated hereby.

  • Member in a Bidding Consortium or “Member” shall mean each Company in a Bidding Consortium. In case of a Technology Partner being a member in the Consortium, it has to be a Company.

  • Registry Operator Approval means the receipt of each of the following: (A) the affirmative approval of the Applicable Registry Operators whose payments to ICANN accounted for two-­‐thirds of the total amount of fees (converted to U.S. dollars, if applicable, at the prevailing exchange rate published the prior day in the U.S. Edition of the Wall Street Journal for the date such calculation is made by ICANN) paid to ICANN by all the Applicable Registry Operators during the immediately previous calendar year pursuant to the Applicable Registry Agreements, and (B) the affirmative approval of a majority of the Applicable Registry Operators at the time such approval is obtained. For the avoidance of doubt, with respect to clause (B), each Applicable Registry Operator shall have one vote for each top-­‐level domain operated by such Registry Operator pursuant to an Applicable Registry Agreement.

  • NYPSC means the New York Public Service Commission.

  • Architectural Control Committee means and refer to that committee constituted under Article 4 hereof for the review of Development Plans (as hereinafter defined) and other functions.

  • CFIUS Approval means that any of the following shall have occurred: (a) the review period under the DPA commencing on the date that a CFIUS Notice is accepted by CFIUS shall have expired and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS to the effect that such review has been concluded and that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, (b) an investigation under the DPA shall have been commenced after such review period and CFIUS shall have determined to conclude all action under the DPA without sending a report to the President of the United States, and Xxx, on the one hand, and Polaris, on the other hand, shall have received written notice from CFIUS that either the Contemplated Transactions do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the Contemplated Transactions, or (c) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (i) the President shall have announced a decision not to take any action to suspend or prohibit the Contemplated Transactions or, (ii) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Contemplated Transactions shall have expired without any such action being threatened, announced or taken.

  • Approval Notice means, with respect to any Eligible Loan Asset, the written notice, in substantially the form attached hereto as Exhibit A, evidencing the approval by the Administrative Agent, in its sole discretion, of the conveyance of such Eligible Loan Asset by the Transferor to the Borrower pursuant to the terms of the Purchase and Sale Agreement and the Loan Assignment by which the Transferor effects such conveyance.