Advisory Contracts Sample Clauses

Advisory Contracts. Since the date hereof and other than as set forth on Section 5.2(j) of the ARC Disclosure Letter, no Advisory Contract in effect as of the date hereof has been terminated, and ARC has not received written notice from any Client to terminate any Advisory Contract, in each case other than with respect to any Client who enters into an amended or new Advisory Contract with a Subject Company in accordance with Section 4.3.

Advisory Contracts. All Advisory Contracts and all Advisory Referral Agreements of CAAM;

Advisory Contracts. Section 4.20(a) of the Disclosure Schedule lists all of the Advisory Agreements in existence as of the date hereof, complete and correct copies of which, including all amendments and supplements thereto, have been made available to Buyer. Section 4.20(a) of the Disclosure Schedule indicates which Advisory Agreements are with Affirmative Consent Clients and which are with Negative Consent Clients. All Affirmative Consent Clients have an Advisory Agreement in the form attached as Section 4.20(a) of the Disclosure Schedule. All Negative Consent Clients have an Advisory Agreement in the form attached as Section 4.20(b) of the Disclosure Schedule. The Company is in compliance with each Advisory Agreement in all material respects and, assuming receipt of the appropriate Consents, no breach or default of any Advisory Agreement will occur as a result of the Transaction Documents or the performance by the Company and the Seller of any of their respective covenants or obligations thereunder. Each Advisory Agreement is valid and binding on the Company and is in full force and effect and is enforceable against the Company and each applicable Client in accordance with its terms. Section 4.20(c) of the disclosure Schedule lists the Largest Clients of the Company.

Advisory Contracts. 75 7.13 Press Releases and Public Announcements................................................................. 76

Advisory Contracts. (a) With respect to any Public Fund, Private Fund or other Client whose Advisory Contract is entered into after the date of this Agreement (excluding an Advisory Contract with a Public Fund or Private Fund), WCM and WCP shall procure that such Advisory Contract will not by its terms terminate (or give rise to a termination right) as a result of the consummation of the transactions contemplated hereby, and shall obtain consent of such Client to the “assignment” (as defined in the Investment Advisers Act) or continuation of such Advisory Contract as a result of the consummation of the transactions contemplated hereby (which consent shall be obtained at the time such Advisory Contract is entered into). (b) WCP and WCM shall, in accordance with applicable law, the governing documents of any Public Fund or Private Fund and the applicable Advisory Contract, seek to obtain all required approvals, consents and other actions by the board of directors or comparable governing bodies, regulating authorities and/or stockholders, partners, investors or members of such Public Fund or Private Fund, to the “assignment” (as defined in the Investment Advisers Act) or continuation of the Advisory Contract with such Public Fund or Private Fund in the same manner and on the same terms as set forth in Section 7.10 or 7.11, as applicable. Additionally, WCP and WCM shall notify in writing each Person who first becomes a stockholder, partner, investor or member in a Public Fund or Private Fund after the date of this Agreement and who does not receive the notification required by Section 7.10 or 7.11, as applicable, of the transactions contemplated hereby, which notice shall be sent within five Business Days after the date such Person first becomes a limited partner or other investor in such Public Fund or Private Fund. (c) In connection with obtaining the Client consents and other actions required by Section 7.10 or 7.11, at all times prior to the Closing, WCP and WCM shall take reasonable steps to keep Buyer reasonably informed of the status of obtaining such Client consents and, upon Buyer’s request, make available to Buyer copies of all such executed Client consents and make available for Buyer’s inspection the originals of such consents and any related materials and other records relating to the Client consent process. In connection with obtaining the Client consents required by Section 7.11, the general forms of any notices or other materials to be distributed to Clients shall...

Advisory Contracts. (a) All of the Advisory Contracts of Clients as of the date hereof are in full force and effect. Each such Advisory Contract and any subsequent renewal thereof has at all times since its execution been (and currently is) duly authorized, executed and delivered by the applicable Advisory Entity and, to the Knowledge of the Company, each other party thereto and, to the extent applicable, adopted in compliance with Section 15 of the Investment Company Act, and at all such times has been a valid and binding agreement of such Advisory Entity, and to the Knowledge of the Company, each other party thereto, enforceable in accordance with its terms (subject to bankruptcy, insolvency, moratorium, fraudulent transfer and similar laws affecting creditors’ rights generally and to general principles of equity). Since January 1, 2009, each Advisory Entity has been at all times (and currently is) in compliance with the terms of each Advisory Contract to which it is a party (including, without limitation, the applicable investment guidelines and restrictions thereunder, where applicable) and no event has occurred or condition exists that constitutes or would reasonably be expected to constitute a default by such Advisory Entity. (b) Schedule 5.23(b) lists, with respect to each Client, (i) any Advisory Contract with such Client, (ii) the amount of revenues collected from each Client during the year ended December 31, 2011 and during the three (3) months ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) the manner in which fees are charged to such Client, the fee schedule and any fee waivers or expense reimbursements applicable to such Client and any material adjustments to such fee schedule since December 31, 2011 or presently proposed to be implemented, and (iv) the net asset value of each Client’s assets under management with the Company or its Subsidiaries as of March 31, 2012. (c) As of the date of this Agreement, no party to an Advisory Contract that is currently in effect has given written notice to any Advisory Entity of such party’s intention to terminate or materially reduce its investment relationship with such Advisory Entity or to adjust the fee schedule with respect to any Advisory Contract in a manner that would reduce the fee to such Advisory Entity from that described in Schedule 5.23(b). The Advisory Entities have not expressly waived any of their material rights under any Advisory Contract. (d) Since January 1, 2009, any brokerage policies employed by the Advisory Entities have...

Advisory Contracts. The requisite approvals shall have been obtained for the Investment Advisory Contract and each Investment Subadvisory Contract. The Investment Advisory Contract and each Investment Subadvisory Contract shall have been executed and delivered to the Purchaser, and shall by its terms become effective upon the Closing Date.

Advisory Contracts