Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.
INVESTMENT MANAGEMENT AGREEMENT The Trust shall pay the Manager, at the end of each calendar month, compensation computed at an annual rate equal to the following: (as a percentage of average daily net assets) First $1 Billion Next $1 Billion Next $3 Billion Next $5 Billion Thereafter Multimanager Aggressive Equity Portfolio 0.650 % 0.600 % 0.575 % 0.550 % 0.525 % Multimanager Large Cap Core Equity Portfolio 0.900 % 0.850 % 0.825 % 0.800 % 0.775 % Multimanager Large Cap Growth Portfolio 0.900 % 0.850 % 0.825 % 0.800 % 0.775 % Multimanager Large Cap Value Portfolio 0.900 % 0.850 % 0.825 % 0.800 % 0.775 % Multimanager Mid Cap Growth Portfolio 1.100 % 1.050 % 1.025 % 1.000 % 0.975 % Multimanager Mid Cap Value Portfolio 1.100 % 1.050 % 1.025 % 1.000 % 0.975 % Multimanager International Equity Portfolio 1.050 % 1.000 % 0.975 % 0.950 % 0.925 % Multimanager Technology Portfolio 1.200 % 1.150 % 1.125 % 1.100 % 1.075 % Multimanager Health Care Portfolio 1.200 % 1.150 % 1.125 % 1.100 % 1.075 % Multimanager Small Cap Growth Portfolio 1.05 % 1.00 % 0.975 % 0.950 % 0.925 % Multimanager Small Cap Value Portfolio 1.05 % 1.00 % 0.975 % 0.950 % 0.925 % First $1.5 Billion Next $1 Billion Next $1 Billion Next $2.5 Billion Thereafter Multimanager Core Bond Portfolio 0.600 % 0.575 % 0.550 % 0.525 % 0.500 % First $750 Million Next $750 Million Next $1 Billion Next $2.5 Billion Thereafter
Limited Liability Company Agreement The Members hereby execute this Agreement for the purpose of establishing the affairs of the Company and the conduct of its business in accordance with the provisions of the Act. The Members hereby agree that, during the term of the Company set forth in Section 1.6 hereof, the rights and obligations of the Holders with respect to the Company shall be determined in accordance with the terms and conditions of this Agreement and, except where the Act provides that such rights and obligations specified in the Act shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect and such rights and obligations are set forth in this Agreement, the Act. Notwithstanding the foregoing, Section 18-210 of the Act (entitled “Contractual Appraisal Rights”) and Section 18-305(a) of the Act (entitled “Access to and Confidentiality of Information; Records”) shall not apply to the Company or be incorporated into this Agreement.
Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.
Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.
Amended and Restated Trust Agreement This Trust Agreement is the amended and restated trust agreement contemplated by the Trust Agreement dated as of [___], 20[___], between the Depositor and the Owner Trustee (the “Initial Trust Agreement”). This Trust Agreement amends and restates in its entirety the Initial Trust Agreement.
Contribution Agreement The Borrower and the Guarantors have executed and delivered the Contribution Agreement, and the Contribution Agreement constitutes the valid and legally binding obligations of such parties enforceable against them in accordance with the terms and provisions thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.