Common use of Client Consents Clause in Contracts

Client Consents. (i) With respect to each Client whose Investment Contract requires written consent of the Client in order to effectuate an assignment of the Investment Contract as set forth on Schedule 5.3(e)(i) (each, an “Affirmative Consent Client”), within three (3) Business Days following the Effective Date, the Seller Parties shall cause the Company to mail to each such Client a notice in the form of Exhibit E-1. With respect to any Client whose Investment Contract does not require written consent of the Client in order to effectuate an assignment of the Investment Contract (a “Negative Consent Client”), within three (3) Business Days following the Effective Date, the Company shall mail to each such Client a notice in the form of Exhibit E-2 (the “Initial Notice”). With respect to any Negative Consent Client who has not signed and returned to the Company a copy of the Initial Notice within twenty-five (25) days of mailing of such notice, the Company shall mail to each such Negative Consent Client a notice in the form of Exhibit F not less than twenty-five (25) days after delivery of the Initial Notice and at least twenty (20) days prior to the Closing. With respect to each new Client whose Investment Contract is executed on or after the Effective Date and prior to or on the Closing Date, the Seller Parties shall cause the Company and each such new Client to executed and deliver, contemporaneously with the execution and delivery of such new Client’s Investment Contract, a notice in the form of Exhibit E-1. (ii) An Affirmative Consent Client properly receiving a notice pursuant to Section 5.3(e)(i) shall be treated as having given a Client Consent if it signs and returns to the Company a copy of the notice in the form of Exhibit E-1, provided such Client does not give any of the indications set forth in Section 5.3(e)(iii)(C). A Negative Consent Client properly receiving notices pursuant to Section 5.3(e)(i) shall be treated as having given a Client Consent if it does not sign and return to the Company a copy of the notice in the form of Exhibit E-2 or Exhibit F, if (A) the notices described in Section 5.3(e)(i) have been sent to such Negative Consent Client in the timeframes required and (B) before the Business Day immediately preceding the Closing Date, such Negative Consent Client has not (1) affirmatively refused to Consent to the assignment of its Investment Contract, (2) terminated its Investment Contract, (3) withdrawn all of its AUM or (4) informed the Company, orally or in writing, that it intends to take any of the actions described in clauses (1), (2) or (3). A new Client whose Investment Contract is executed on or after the Effective Date and prior to or on the Closing Date shall be treated as having given a Client Consent if it signs and returns to the Company a copy of the notice in the form of Exhibit E-1, provided such Client does not give any of the indications set forth in Section 5.3(e)(iii)(C). For the avoidance of doubt, Buyer may in its reasonable discretion determine that any purported Client Consent does not satisfy the requirements of this Section 5.3(e)(ii). (iii) The Company and each Seller Party shall take all commercially reasonable steps to keep Buyer informed of the status of obtaining the Client Consents required by this Section 5.3(e), including: (A) maintaining a written log of all communications (including oral) with Clients in connection with seeking Client Consents, stating in reasonable detail the nature and substance of the communications (including any matter of the sort referred to in Section 5.3(e)(iii)(C)), and make the log available to Buyer at least weekly and any time upon reasonable notice; (B) giving ▇▇▇▇▇ copies of substantive correspondence between the Company and Clients, or Clients’ representatives or counsel, relating to the Consent solicitation provided for in this Section 5.3(e) within three (3) Business Days of receiving it; (C) informing Buyer of any indication by a Client (whether orally or in writing) as soon as practicable and in any event no later than one (1) Business Day after receiving such indication, that the Client will: (1) refuse Consent to the assignment of its Investment Contract or subadvisory contract; (2) terminate its Investment Contract or subadvisory contract; (3) withdraw more than 10% of its AUM under the Company’s management; (4) put its account up for bid; or (5) seek or request any fee reduction, strategy or mandate change, or other material modification; and (D) delivering to Buyer, promptly on ▇▇▇▇▇’s request from time to time, copies of the executed Client Consents and making the originals available for inspection.

Client Consents. (i) With respect to each Client whose Investment Contract requires written consent of the Client in order to effectuate an assignment of the Investment Contract as set forth on Schedule 5.3(e)(i) (each, an “Affirmative Consent Client”), within three (3) Business Days following the Effective Datedate of this Agreement, the Seller Parties shall cause the Company to mail (via regular mail) to each such Client a notice in the form of Exhibit E-1G-1. With respect to any Client whose Investment Contract does not require written consent of the Client in order to effectuate an assignment of the Investment Contract (a “Negative Consent Client”), within three (3) Business Days following the Effective Datedate of this Agreement, the Company Seller shall mail (via regular mail) to each such Client a notice in the form of Exhibit E-2 G-2 (the “Initial Notice”). With respect to any Negative Consent Client who has not signed and returned to the Company Seller a copy of the Initial Notice within twenty-five twenty (2520) days of mailing of such notice, the Company Seller shall mail (via regular mail) to each such Negative Consent Client a notice in the form of Exhibit F H not less than twenty-five twenty (2520) days after delivery of the Initial Notice and at least twenty (20) days prior to the Closing. With respect to each new Client whose Investment Contract is executed on or after the Effective Date and prior to or on the Closing Date, the Seller Parties shall cause the Company and each such new Client to executed and deliver, contemporaneously with the execution and delivery of such new Client’s Investment Contract, a notice in the form of Exhibit E-1. (ii) An Affirmative Consent Client properly receiving a notice pursuant to Section 5.3(e)(i) shall be treated as having given a Client Consent if it signs and returns to the Company Seller a copy of the notice in the form of Exhibit E-1G-1, provided such Client does not give any of the indications set forth in Section 5.3(e)(iii)(C). A Negative Consent Client properly receiving notices pursuant to Section 5.3(e)(i) shall be treated as having given a Client Consent if it does not sign and return to the Company Seller a copy of the notice in the form of Exhibit E-2 G-2 or Exhibit FH, if (A1) the notices described in Section 5.3(e)(i5.03(e)(i) have been sent to such Negative Consent Client in the timeframes required and (B2) before the Business Day immediately preceding the Closing Date, such Negative Consent Client has not (1w) affirmatively refused to Consent to the assignment of its Investment Contract, (2x) terminated its Investment Contract, (3y) withdrawn all of its AUM or (4) informed the Company, orally or in writing, that it intends to take any of the actions described in clauses (1), (2) or (3). A new Client whose Investment Contract is executed on or after the Effective Date and prior to or on the Closing Date shall be treated as having given a Client Consent if it signs and returns to the Company a copy of the notice in the form of Exhibit E-1, provided such Client does not give any of the indications set forth in Section 5.3(e)(iii)(C). For the avoidance of doubt, Buyer may in its reasonable discretion determine that any purported Client Consent does not satisfy the requirements of this Section 5.3(e)(ii). (iii) The Company and each Seller Party shall take all commercially reasonable steps to keep Buyer informed of the status of obtaining the Client Consents required by this Section 5.3(e), including: (A) maintaining a written log of all communications (including oral) with Clients in connection with seeking Client Consents, stating in reasonable detail the nature and substance of the communications (including any matter of the sort referred to in Section 5.3(e)(iii)(C)), and make the log available to Buyer at least weekly and any time upon reasonable notice; (B) giving ▇▇▇▇▇ copies of substantive correspondence between the Company and Clients, or Clients’ representatives or counsel, relating to the Consent solicitation provided for in this Section 5.3(e) within three (3) Business Days of receiving it; (C) informing Buyer of any indication by a Client (whether orally or in writing) as soon as practicable and in any event no later than one (1) Business Day after receiving such indication, that the Client will: (1) refuse Consent to the assignment of its Investment Contract or subadvisory contract; (2) terminate its Investment Contract or subadvisory contract; (3) withdraw more than 10% of its AUM under the Company’s management; (4) put its account up for bid; or (5) seek or request any fee reduction, strategy or mandate change, or other material modification; and (D) delivering to Buyer, promptly on ▇▇▇▇▇’s request from time to time, copies of the executed Client Consents and making the originals available for inspection.or

Client Consents. Seller shall have made, given or obtained the Consents relating to the Subadvised Funds, and the Consents relating to the Collective Trusts and Hedge Funds required by Federated, in each case as identified on Schedule 3.1.5 and as contemplated in Section 6.2.2, and such Consents shall not have been modified or withdrawn, and shall remain in full force and effect, as of the Closing. Seller shall have obtained Consents from Consenting Clients (i) With including with respect to each Client whose the Subadvised Funds, Collective Trusts and Hedge Funds, and the Direct Account Clients and SMA Account Clients), in accordance with Section 6.2.2, to the assignment, replacement or novation of their Investment Contract requires written consent Advisory Contracts and any other applicable Other Required Client-Related Contracts such that Starting Revenue is at least equal to $14,065,615.20 and such Consents have not been withdrawn or modified, and remain in full force and effect, as of the Closing. It is agreed and understood that the failure (or deemed failure) of an underlying SMA Account Client in order to effectuate grant any Consent or the withdrawal by an assignment SMA Account Client of any Consent shall not mean that the Consent of any other underlying SMA Account Client or of the Investment Contract as set forth on Schedule 5.3(e)(i) (each, an “Affirmative Consent Client”Wrap Program Sponsor has not been obtained. For the purposes of this Section 7.1(c), within three (3) Business Days following the Effective Date, the Seller Parties shall cause the Company to mail to each such Client a notice in the form of Exhibit E-1. With respect to any Client whose Investment Contract does not require written consent of the Client in order to effectuate an assignment of the Investment Contract (a “Negative Consent Client”), within three (3) Business Days following the Effective Date, the Company shall mail to each such Client a notice in the form of Exhibit E-2 (the “Initial Notice”). With respect to any Negative Implied Consent Client who has does not signed and returned give Seller a written Consent will be deemed to have given its Consent to the Company assignment of its Investment Advisory Contract or, as applicable, related Other Required Client-Related Contracts (and thus considered a copy of the Initial Notice within twentyConsenting Client) if: (A) Except as otherwise provided in (B) below, a negative consent letter was sent to such Implied Consent Client at least forty-five (25) days of mailing of such notice, the Company shall mail to each such Negative Consent Client a notice in the form of Exhibit F not less than twenty-five (25) days after delivery of the Initial Notice and at least twenty (2045) days prior to the Closing. Closing and, in the case of any SMA Account Client, the applicable Wrap Program Sponsor has not refused to provide, or has not withdrawn or modified, a written Consent to the Transactions prior to the Closing as contemplated in Section 6.2.2; or (B) With respect to each new Client whose SMA Account Clients with whom Seller does not have a direct Investment Contract is executed on Advisory Contract, and where the applicable Wrap Program Sponsor has not agreed to provide negative or after the Effective Date and prior to or on implied Consent notices in advance of the Closing Dateas contemplated in Section 6.2.2, if the Seller Parties shall cause the Company and each such new Client to executed and deliver, contemporaneously with the execution and delivery of such new Client’s Investment Contract, a notice in the form of Exhibit E-1. (ii) An Affirmative affirmative written Consent Client properly receiving a notice pursuant to Section 5.3(e)(i) shall be treated as having given a Client Consent if it signs and returns to the Company a copy of the notice Wrap Program Sponsor has been obtained and such Consent shall not have been withdrawn or modified, and shall remain in the form of Exhibit E-1full force and effect, provided such Client does not give any as of the indications set forth Closing, and, in Section 5.3(e)(iii)(C). A Negative Consent Client properly receiving notices pursuant to Section 5.3(e)(i) shall be treated as having given a Client Consent if it does not sign and return to the Company a copy of the notice in the form of Exhibit E-2 or Exhibit Feither case, if (A) the notices described in Section 5.3(e)(i) have been sent to such Negative Consent Client in the timeframes required and (B) before the Business Day immediately preceding the Closing Date, such Negative Consent that Client has not (1) affirmatively refused to Consent to the assignment of its Investment ContractConsent, (2) terminated its Investment ContractAdvisory Contract or, as applicable, related Other Required Client-Related Contracts, or (3) withdrawn all of its AUM assets under Seller’s management (or (4) informed the CompanySeller, orally or in writing, that it intends to take any of the actions described in clauses (1), (2) or (3these actions). A new With respect to any non-Consenting Client whose as of the Closing Date, unless otherwise agreed in writing by Federated in its sole discretion, Seller shall have terminated its investment advisory relationship (and all related Contracts) with such non-Consenting Client, and any Investment Advisory Contract, or, as applicable, related Other Required Client-Related Contracts, with such non-Consenting Client shall be a Retained Asset, and any Liabilities arising out of, resulting from or relating to such Contract is executed on (whether prior to, at or after the Effective Date and prior to or on the Closing Date Closing) shall be treated as having given a Client Consent Retained Liabilities, for purposes of this Agreement; provided, however, that if it signs Federated agrees, in writing and returns to the Company a copy of the notice in the form of Exhibit E-1, provided such Client does not give any of the indications set forth in Section 5.3(e)(iii)(C). For the avoidance of doubt, Buyer may in its reasonable discretion determine that any purported Client Consent does not satisfy the requirements of this Section 5.3(e)(ii). (iii) The Company and each Seller Party shall take all commercially reasonable steps to keep Buyer informed of the status of obtaining the Client Consents required by this Section 5.3(e), including: (A) maintaining a written log of all communications (including oral) with Clients in connection with seeking Client Consents, stating in reasonable detail the nature and substance of the communications (including any matter of the sort referred to in Section 5.3(e)(iii)(C)), and make the log available to Buyer at least weekly and any time upon reasonable notice; (B) giving ▇▇▇▇▇ copies of substantive correspondence between the Company and Clients, or Clients’ representatives or counsel, relating to the Consent solicitation provided for in this Section 5.3(e) within three (3) Business Days of receiving it; (C) informing Buyer of any indication by a Client (whether orally or in writing) as soon as practicable and in any event no later than one (1) Business Day after receiving such indicationsole discretion, that the investment advisory relationship with a non-Consenting Client will: (1) refuse Consent shall not be terminated, such non-Consenting Client shall be deemed to the assignment of its Investment Contract or subadvisory contract; (2) terminate its Investment Contract or subadvisory contract; (3) withdraw more than 10% of its AUM under the Company’s management; (4) put its account up for bid; or (5) seek or request any fee reduction, strategy or mandate change, or other material modification; and (D) delivering to Buyer, promptly on ▇▇▇▇▇’s request from time to time, copies of the executed Client Consents and making the originals available for inspectionbe a Consenting Client.

Client Consents. (a) The Seller shall use commercially reasonable efforts, subject to the Seller’s fiduciary duties and any applicable Laws, to (and the Buyer shall provide reasonable cooperation to the Seller in connection therewith) obtain the affirmative and negative consents, as applicable, with respect to the Advisory Accounts specified on Schedule 6.05(a)(i) and Schedule 6.05(a)(ii) in the manner set forth below (collectively, the “Client Consents”). Promptly after the date of this Agreement, but in any event at least forty-five (45) days in advance of the Closing, the Seller will send either an affirmative consent notice or a negative consent notice to each Client of an Advisory Account, 114399-0014/143865664.11 in each case as specified on Schedule 6.05(a)(i) and Schedule 6.05(a)(ii) and in the applicable form attached to this Agreement as Exhibit B-1 or Exhibit B-2 (a “Consent Notice”). If affirmative Client Consent is not received from any such Client (whether sent an affirmative or negative Consent Notice) of an Advisory Account within thirty (30) days after the applicable Consent Notice is sent, then the Seller will send a follow-up notice to each such Client promptly following the expiration of such 30-day period, in a form agreed between the Parties (the “Second Consent Notice”). The Parties agree that Client Consent shall be deemed obtained for all purposes under this Agreement as follows: (i) With with respect to each the Advisory Accounts requiring affirmative Client whose Consent as listed on Schedule 6.05(a)(i), upon receipt of the affirmative written Client Consent, and (ii) with respect to the Advisory Accounts permitting negative Client Consent as listed on Schedule 6.05(a)(ii), upon the earlier of (A) receipt of the affirmative written Client Consent or (B) fifteen (15) days following delivery of the Second Consent Notice by the Seller; provided, however, that any Client who has informed the Seller, whether orally or in writing of its intention to terminate its Investment Advisory Contract requires written prior to the Closing shall be deemed not to have provided its consent for any purpose under this Agreement unless, as of the Closing Date, such notice shall have been rescinded or withdrawn. Furthermore, any new Client that enters into an Investment Advisory Contract with respect to a New Advisory Account during the Interim Period that does not otherwise provide an affirmative Client Consent shall be deemed to have given such Client Consent if such Client signs an Investment Advisory Contract containing the required Client Consent to the assignment of such Investment Advisory Contract. Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that neither the Seller nor any of its Affiliates shall (1) use any fiduciary authority or control the Seller or such Affiliate may have with respect to a Client to cause the sponsor of the Client in order or any other fiduciary of a Client, if any, to effectuate an assignment provide any necessary Client Consent or to take any other action contemplated by this Section 6.05(a), (2) provide investment advice (within the meaning of ERISA, Section 4975 of the Code or otherwise) with respect to any decision by any sponsor of any Client or any other fiduciary of a Client, if any, to provide any necessary Client Consent as contemplated by this Section 6.05(a) or (3) take any other action in obtaining any necessary Client Consent that could reasonably be expected to result in a violation of Section 406(b) of ERISA or Section 4975(c)(1)(E) or (F) of the Code with respect to any Plan Client. The Parties agree that if any affirmative consent is revoked by a Client prior to the Closing, such Client shall not be considered to have consented. The Parties also acknowledge and agree that, with respect to discretionary or model-based separately managed account programs, the sponsors of such programs may impose requirements with respect to the process of, and timing for, obtaining consents from underlying Clients, and the Parties agree to reasonably cooperate together, and with such program sponsors, to accommodate any such program sponsor’s requirements (subject to Section 6.03(b)(ii)). (b) The Seller shall use commercially reasonable efforts to keep the Buyer apprised as soon as practicable of any material developments related to the Seller’s solicitation of the Client Consents. If the Seller has not received the Client Consent (or deemed Client Consent) of any Investment Advisory Contract as set forth on Schedule 5.3(e)(i) (each, an “Affirmative Consent Client”in accordance with Section 6.05(a), within then from and after the Closing, the Seller shall terminate the Advisory Account for which Client Consent (or deemed Client Consent) was not received in accordance with its terms. (c) No later than three (3) Business Days following prior to the Effective DateClosing, the Seller Parties shall cause provide the Company Buyer with an updated version of Schedule B reflecting any New Advisory Accounts and reflecting which Advisory Accounts have consented to mail the Transactions. If the Seller enters into 114399-0014/143865664.11 any New Advisory Accounts after the updated version of Schedule B is provided to each the Buyer and prior to the Closing, the Seller shall provide the Buyer with a further updated version of Schedule B reflecting such additional New Advisory Accounts and reflecting which Advisory Accounts have consented to the Transactions. (d) If an Advisory Account Client a notice in consents to the form of Exhibit E-1. With respect to any Client whose Investment Contract does not require written consent of the Client in order to effectuate an assignment of the Investment Contract (Client’s investment management agreement for the Client’s Advisory Account during the Interim Period, and such Client overtly expresses a “Negative Consent desire to complete the assignment and have an advisory Subsidiary of the Buyer commence management of the Client”)’s Advisory Account prior to the Closing, within three (3) Business Days following and the Effective DateBuyer is willing to have a designated advisory Subsidiary of the Buyer commence such management prior to the Closing, the Company Seller and the Buyer shall mail reasonably cooperate to each effectuate the assignment of such Client’s Advisory Account to the applicable designated advisory Subsidiary of the Buyer in the best interest of such Client a notice in the form of Exhibit E-2 (the “Initial Notice”). With respect to any Negative Consent Client who has not signed and returned to the Company a copy of the Initial Notice within twenty-five (25) days of mailing of such notice, the Company shall mail to each such Negative Consent Client a notice in the form of Exhibit F not less than twenty-five (25) days after delivery of the Initial Notice and at least twenty (20) days prior to the Closing. With If the foregoing occurs, the “Closing Date” and the Closing with respect to each new Client whose Investment Contract is executed such Advisory Account shall, for purposes of Articles 2 and 3, and Sections 9.02(b) and 9.03(b), be deemed to be the date and time, respectively, on or after the Effective Date and prior to or on the Closing Date, the Seller Parties shall cause the Company and each which such new Client to executed and deliver, contemporaneously with the execution and delivery assignment of such new Client’s Investment Contract, a notice in the form of Exhibit E-1Advisory Account is effected. (ii) An Affirmative Consent Client properly receiving a notice pursuant to Section 5.3(e)(i) shall be treated as having given a Client Consent if it signs and returns to the Company a copy of the notice in the form of Exhibit E-1, provided such Client does not give any of the indications set forth in Section 5.3(e)(iii)(C). A Negative Consent Client properly receiving notices pursuant to Section 5.3(e)(i) shall be treated as having given a Client Consent if it does not sign and return to the Company a copy of the notice in the form of Exhibit E-2 or Exhibit F, if (A) the notices described in Section 5.3(e)(i) have been sent to such Negative Consent Client in the timeframes required and (B) before the Business Day immediately preceding the Closing Date, such Negative Consent Client has not (1) affirmatively refused to Consent to the assignment of its Investment Contract, (2) terminated its Investment Contract, (3) withdrawn all of its AUM or (4) informed the Company, orally or in writing, that it intends to take any of the actions described in clauses (1), (2) or (3). A new Client whose Investment Contract is executed on or after the Effective Date and prior to or on the Closing Date shall be treated as having given a Client Consent if it signs and returns to the Company a copy of the notice in the form of Exhibit E-1, provided such Client does not give any of the indications set forth in Section 5.3(e)(iii)(C). For the avoidance of doubt, Buyer may in its reasonable discretion determine that any purported Client Consent does not satisfy the requirements of this Section 5.3(e)(ii). (iii) The Company and each Seller Party shall take all commercially reasonable steps to keep Buyer informed of the status of obtaining the Client Consents required by this Section 5.3(e), including: (A) maintaining a written log of all communications (including oral) with Clients in connection with seeking Client Consents, stating in reasonable detail the nature and substance of the communications (including any matter of the sort referred to in Section 5.3(e)(iii)(C)), and make the log available to Buyer at least weekly and any time upon reasonable notice; (B) giving ▇▇▇▇▇ copies of substantive correspondence between the Company and Clients, or Clients’ representatives or counsel, relating to the Consent solicitation provided for in this Section 5.3(e) within three (3) Business Days of receiving it; (C) informing Buyer of any indication by a Client (whether orally or in writing) as soon as practicable and in any event no later than one (1) Business Day after receiving such indication, that the Client will: (1) refuse Consent to the assignment of its Investment Contract or subadvisory contract; (2) terminate its Investment Contract or subadvisory contract; (3) withdraw more than 10% of its AUM under the Company’s management; (4) put its account up for bid; or (5) seek or request any fee reduction, strategy or mandate change, or other material modification; and (D) delivering to Buyer, promptly on ▇▇▇▇▇’s request from time to time, copies of the executed Client Consents and making the originals available for inspection.