Appointment of Chief Restructuring Officer Sample Clauses

Appointment of Chief Restructuring Officer. Section 6 of the Credit Agreement is hereby amended by adding a new covenant and with respect thereto inserting a new Section 6.18 to read as follows:
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Appointment of Chief Restructuring Officer. As soon as reasonably practical and in any event by March 1, 2008, appoint, pursuant to an engagement letter or other agreement (in form and substance reasonably satisfactory to the Agents as to the terms and scope of engagement) and subject to approval by each Bankruptcy Court, a chief restructuring officer reasonably satisfactory to the Agents.”
Sample 1
Appointment of Chief Restructuring Officer. Borrowers shall keep employed at all times while any of the Obligations remain outstanding (unless otherwise agreed by the Agent), an officer or principal of a nationally recognized restructuring firm acceptable to Agent in its sole and absolute discretion to occupy the office of Chief Restructuring Officer of Holdings (the “Chief Restructuring Officer”). The Borrowers shall cause the Chief Restructuring Officer to perform, without limitation, the following duties: (i) the creation and implementation of an operating strategy designed to optimize cash flow from operations during the period commencing on the Effective Date and ending on the Forbearance Termination Date, (ii) formulating and directing the process for any potential sale and/or merger of Holdings and/or the Clubs or other course of action designed to maximize the value of the Borrowers, (iii) proposing, implementing and leading Borrowers’ restructuring initiatives, (iv) formulating and directing Borrowers’ asset disposition process, including, without limitation, the disposition of the Marketed Real Estate Assets (as defined below) and (v) evaluating and recommending the retention of any professionals, including, without limitation, an investment banker and/or real estate broker, to assist in accomplishing any of the foregoing, provided that the retention of any such professionals shall require the prior written consent of Agent in its sole discretion. Borrowers and Guarantors hereby agree they will cooperate and comply in all respects with the Chief Restructuring Officer in the performance of its duties as set forth herein. In carrying out its duties hereunder, the Chief Restructuring Officer shall report to the Board of Directors of Holdings. Agent shall have full and direct access to the Chief Restructuring Officer, and the Chief Restructuring Officer shall be authorized by the Board of Directors of Holdings and by the Borrowers and Guarantors to communicate directly with Agent and its advisors, subject to applicable attorney-client privilege. Agent acknowledges and agrees that Xxxxx Xxxxx of CRG Partners Group, LLC is an acceptable Chief Restructuring Officer for the Borrowers. Holdings may not terminate the Chief Restructuring Officer without having engaged a replacement Chief Restructuring Officer acceptable to Agent in its sole discretion, nor modify the terms of engagement of the Chief Restructuring Officer without Agent’s prior written consent, which consent shall be granted or withhel...
Sample 1
Appointment of Chief Restructuring Officer. Northpoint will provide Xx. Xxxxxxx to serve as the CRO and the Company appoints Xx. Xxxxxxx to serve as CRO, subject to the terms and conditions of this Agreement, with the title, compensation and other descriptions set forth herein.
Sample 1

Related to Appointment of Chief Restructuring Officer

  • Appointment of Consultant The Corporation appoints the Consultant and the Consultant accepts appointment on the terms and conditions provided in this Agreement as a consultant to the Corporation's business, including any other corporations hereafter formed or acquired by the Corporation to engage in any business.

  • Appointment and Duties of the Operating Advisor (a) Park Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor. The Operating Advisor shall at all times be an Eligible Operating Advisor. The Operating Advisor shall at all times act in accordance with the Operating Advisor Standard in fulfilling its responsibilities and obligations under this Agreement.

  • Appointment and Duties of the Manager (a) The Company hereby appoints the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties.

  • Chairman and Vice Chairman of the Board The Board may appoint one of its members as Chairman of the Board (“Chairman”). The Board may also appoint one of its members as Vice Chairman of the Board, and such individual shall serve in the absence of the Chairman and perform such additional duties as may be assigned to such person by the Board.

  • Terms of Appointment; Duties of the Bank 1.1 Subject to the terms and conditions set forth in this Agreement, the Trust hereby employs and appoints the Bank to act as, and the Bank agrees to act as, its transfer agent for the authorized and issued Shares, and as the Trust’s dividend disbursing agent.

  • Appointment to the Board The members of the Post-Closing Purchaser Board shall have been elected or appointed as of the Closing consistent with the requirements of Section 5.17.

  • Appointment of USBFS as Fund Accountant The Trust hereby appoints USBFS as fund accountant of the Trust on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBFS hereunder.

  • Appointment of the Sub-Advisor In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached as Exhibit A (the “Advisory Agreement”), the Advisor appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the “Fund Assets”), in conformity with the Fund’s currently effective registration statement, including its prospectus and statement of additional information, as amended (collectively, the “Disclosure Documents”), and subject to the control and direction of the Advisor and the Trust’s Board of Trustees (the “Board”), for the period and on the terms set forth in this Agreement. The Sub-Advisor accepts such appointment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation provided in Section 3 of this Agreement. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Advisers Act and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. For purposes of this Agreement, the Sub-Advisor shall be deemed an independent contractor and shall, except as expressly provided or authorized by written Agreement with the Advisor, Fund, or Trust, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.

  • Appointment of Director 18 Section 7.10

  • Appointment of Investment Manager On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account in accordance with the terms hereof, and the Investment Manager accepts such appointment. In the course of providing the services contemplated by this Agreement, the Investment Manager shall act as a fiduciary and shall discharge its fiduciary duties and exercise each of its powers under this Agreement with the care, skill and diligence that a registered investment adviser, acting in a like capacity and familiar with insurance company matters, would use in the conduct of a like enterprise with like aims, taking into consideration the facts and circumstances then prevailing, and such fiduciary duties shall specifically include a duty (a) to act with good faith; (b) of loyalty to Company; (c) to provide full and fair disclosure of all material facts; (d) to employ reasonable care to avoid misleading Company; and (e) to act in a manner consistent with the Investment Guidelines for the Account as agreed to between Investment Manager and Company.

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