Client Consent Request Process Sample Clauses

Client Consent Request Process. Purchaser and Seller agree that any Consent required for any Client Contract with a Client to continue after the Closing shall be deemed given for all purposes under this Agreement: (A) if written consent is required under applicable Law or the respective Client Contract, upon receipt of the written consent requested in the Contract Notice prior to the Closing Date; or (B) if consent other than written consent is permitted under applicable Law and the respective Client Contract, (x) upon receipt of a written consent requested in the Contract Notice prior to the Closing Date or (y) if no such written consent is received, if forty-five (45) days shall have passed since the sending of the Contract Notice (“Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the Contract Notice) and informing such Client: (I) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Client Contract; (II) of Purchaser’s intention to continue to provide the advisory services pursuant to the existing Client Contract with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least forty-five (45) days after the sending of the Negative Consent Notice without termination; provided that, in any case under clause (A) or (B), no consent shall be deemed to have been given for any purpose under this Agreement if at any time prior to the Closing such Client indicates, either orally or in writing, that such Client (1) has not so consented or has terminated or intends to withdraw its consent or terminate, in whole or in part, its Client Contract or (2) intends to terminate its Client Contract or withdraw assets thereunder unless the fees payable under such Client Contract or arrangement are reduced.