Amended and Restated Management Agreement Sample Clauses

Amended and Restated Management Agreement. This Agreement shall govern and control (i) with respect to all events, acts, omissions, liabilities, and obligations first occurring, arising, or accruing from and after the Amendment Date, and (ii) as to the Base Management Fee, from and after January 1, 2010. The Original Management Agreement shall govern and control with respect to all events, acts, omissions, liabilities, and obligations first occurring, arising, or accruing prior to the Amendment Date, or in the case of the Base Management Fee, prior to January 1, 2010; provided, however, that if any breach or default of the Original Management Agreement has occurred and not been cured as of the Amendment Date, then the terms of this Agreement shall govern and control with respect to cure periods and remedies.

Amended and Restated Management Agreement. The Amended and Restated Management Agreement not being amended, restated or otherwise modified after the date of the merger agreement and remaining in full force and effect in accordance with its terms. Closing of the Merger (see page 145) Unless the merger agreement is terminated, as described in the section entitled ‘‘The Merger Agreement—Termination’’ beginning on page 166, the closing of the merger will occur on the second business day after the satisfaction or waiver (to the extent permitted by applicable law) of the closing conditions described above (other than those conditions that are to be satisfied at the closing but subject to the satisfaction or waiver of such conditions), or on such other date as agreed to in writing by New Media and Gannett. Termination (see page 166) The merger agreement may be terminated and the merger abandoned at any time prior to the effective time as follows (subject to certain restrictions on a party’s right to terminate in the event of certain breaches of the merger agreement): • by mutual written consent of New Media and Gannett; • by either New Media or Gannett: ○ if the merger has not occurred on or before February 5, 2020 (which is referred to as the ‘‘termination date’’), except that if on this termination date, any of the conditions relating to the absence of legal restraints (to the extent relating to the required regulatory clearances), absence of regulatory proceedings or receipt of regulatory clearances are not satisfied, but all other closing conditions either have been satisfied or waived (or would have been capable of being satisfied if the closing were to occur on such date), then the termination date will automatically be extended to May 5, 2020; ○ if any legal restraint permanently prohibiting the merger is in effect and has become final and non-appealable;

Amended and Restated Management Agreement. The New York Department shall have approved the Amended and Restated Management Agreement and the execution, delivery, and performance thereof by AFP and PRI, and PRI and AFP shall have executed and delivered the Amended and Restated Management Agreement.