Common use of Advisory Contract Consents Clause in Contracts

Advisory Contract Consents. As soon as reasonably practicable after the date hereof, Sellers shall cause the Acquired Company Investment Advisers to inform their noninvestment company advisory clients of the transactions contemplated by this Agreement and shall, in compliance with the Investment Advisers Act and any other applicable Law, request such clients’ consent as may be necessary to effect the assignment of their Investment Advisory Related Agreements. Buyer agrees that Sellers may satisfy this obligation, insofar as it relates to noninvestment company advisory clients (other than collective investment arrangements managed by an Acquired Company Investment Adviser as to which the governing instruments or applicable Law require any different or supplemental procedure, in which case such different or supplemental procedures must be followed), by providing each such client with the notice contemplated by the first sentence of this Section 4.12 and obtaining either a new investment advisory contract with such client effective at the Closing or such client’s consent in the form of an actual written consent or in the form of an implied consent and complying with any other requirements including, but not limited to, to the extent applicable, the disclosure requirements of Rule 204-3 under the Investment Advisers Act. It is understood that such implied consent may be obtained by requesting written consent as aforesaid and informing in writing such client at least sixty (60) days prior to the Closing of: (a) the transactions contemplated by this Agreement and Sellers’ intention to complete such transactions so as to result in a statutory assignment of such Investment Advisory Related Agreements; (b) Sellers’ (or the applicable Acquired Company Investment Adviser’s) intention to continue the advisory services, under the existing Investment Advisory Related Agreement with such client after the Closing if such client does not terminate such Investment Advisory Related Agreement prior to the Closing; and (c) the fact that if such client continues to accept such advisory services without termination the consent of such client will be implied.

Advisory Contract Consents. As soon as reasonably practicable after the date hereof, Sellers The Company shall cause the Acquired Company Investment Advisers Adviser Subsidiaries (a) to inform their noninvestment company send, within a reasonable period following the date hereof (but in any event at least forty-five (45) days prior to Closing), a notice informing its advisory clients of the transactions contemplated by this Agreement and shallrequesting, in compliance with the Investment Advisers Act and any other applicable Applicable Law, request such clients’ consent as may be necessary to effect the assignment assignment, as such term is defined in the Advisers Act, of their Investment Advisory Related Agreementsinvestment advisory agreements with the Company Adviser Subsidiaries, and (b) to use reasonable efforts to obtain such consent. Buyer agrees that Sellers The Company may satisfy this obligation, insofar as it relates to noninvestment company advisory clients (other than collective investment arrangements managed by an Acquired Company Investment Adviser as to which the governing instruments or applicable Applicable Law require any different or supplemental procedure, in which case such different or supplemental procedures must be followed), by providing each such client with the notice contemplated by the first sentence of this Section 4.12 8.18 and obtaining using reasonable efforts to obtain either a new investment advisory contract agreement with such client effective at the Closing Date or such client’s consent in the form of by an actual written consent or in the form of by an implied consent and complying with any other requirements including, but not limited to, to the extent applicableassignment of such client’s investment advisory agreement in accordance with the requirements of Applicable Law, provided that as to Kibble & Prentice Holding Company, the disclosure requirements Company shall seek actual written consent (not implied consent) to the assignment and to the amendment to the advisory agreements disclosed in Section 5.19 of Rule 204-3 under the Investment Advisers ActCompany Disclosure Letter. It is understood that such implied consent may be obtained sought by means of a written notice (x) requesting written consent consent, as aforesaid and (y) informing in writing such the advisory client at least sixty (60) days prior to the Closing of: (ai) the transactions contemplated by this Agreement hereby and Sellers’ the Company’s intention to complete such transactions so as to result in a statutory assignment of such Investment Advisory Related Agreementsinvestment advisory agreements; (bii) Sellers’ (or the applicable Acquired Company Investment Adviser’s) Adviser Subsidiary’s intention to continue the advisory services, under the existing Investment Advisory Related Agreement investment advisory agreement with such client after the Closing Effective Time if such client does not terminate such Investment Advisory Related Agreement investment advisory agreement prior to the ClosingEffective Time; and (ciii) the fact that if such client continues to accept such advisory services without termination the consent of such client will be impliedimplied effective as of the forty-fifth (45th) day following the date of such notice.