Common use of Client Consents Clause in Contracts

Client Consents. (a) The Company shall, and shall cause the other Acquired Companies to, use reasonable best efforts to obtain, as promptly as reasonably practicable after the date hereof, the consent of each Client, including, as applicable, the consent of any applicable requisite percentage of the board of directors, advisory committee, investment committee, or investors of such Client, to (i) the deemed “assignment” (within the meaning of the Investment Advisers Act) of such Client’s Investment Advisory Contract, (ii) the Transactions (to the extent required by any applicable Contract with such Client in addition to the preceding clause (i) and set forth opposite such Client’s name on Section 6.12(a) of the Company Disclosure Letter, (iii) the Fund Documentation Amendments, in the case of clauses (i) and (ii), in the manner contemplated by Section 6.12(a) of the Company Disclosure Letter, and (iv) with respect to new Clients with Investment Advisory Contracts entered into after the date hereof, the “deemed assignment” (within the meaning of the Investment Advisers Act) of such Client’s Investment Advisory Contract in accordance with such Clients Investment Advisory Contract and Applicable Law (each such consent set forth in the foregoing clauses (i), (ii) and (iv), a “Client Consent”). Notwithstanding the foregoing, each of the Company and Parent acknowledge that, in the event that after using reasonable best efforts to obtain the applicable Client Consent with respect to any Fund Documentation Amendment, the Company does not receive the requisite Client Consent with respect to such Fund Documentation Amendment, the Company shall not be required to continue seeking consent from such Client for such Fund Documentation Amendment if such efforts would reasonably be expected to prevent such Client’s Client Consent with respect to the Transactions or materially delay the Closing. (b) In furtherance of the foregoing, as promptly as practicable, and in any event within twenty (20) Business Days, following the date of this Agreement, the Company shall send, or cause to be sent, a written notice, in a form to be mutually agreed by Parent and the Company (a “Company Transaction Notice”) with (i) such additional disclosure as shall be provided by Parent (with such additional disclosure being subject to the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned)) and (ii) the Fund Documentation Amendments, as applicable, to each Client or, in the case of any Client that is a Fund, from whom consent of the limited partners or other investors of such Fund is required, the limited partners or other investors of such Fund. The Company shall provide to Parent for review and approval in advance of distribution (which approval shall not be unreasonably withheld, conditioned or delayed), copies of any substantive notices or other materials to be distributed by any Acquired Company to any Client (or any director, advisory committee member or investor therein), in connection with obtaining any Client Consent, in each case, other than materials that are substantively similar to the Company Transaction Notice or prior materials already approved by Parent. In connection with the Client Consents with respect to the Fund Documentation Amendments, each of the Company and Parent shall, and shall cause their respective Affiliates to, cooperate with each other in good faith and use (and shall cause their respective Affiliates to use) their respective reasonable best efforts to mutually agree to the form of Fund Documentation Amendments with respect to each Client (and the parties agree Parent shall prepare and propose the initial drafts of the Fund Documentation Amendments for review by and discussion with the Company) and, subject to clause (a) above, take such other action as such other party may reasonably require in order to effectuate the Fund Documentation Amendments and obtain the consent of the Clients with respect to the Fund Documentation Amendments applicable to such Client. The form of the Fund Documentation Amendments shall address only the matters set forth on Section 6.12(b) of the Company Disclosure Letter; provided that the Company shall consider in good faith any additional Fund Documentation Amendments reasonably proposed by Parent, and shall seek the consent of the applicable Clients for such additional Fund Documentation Amendment(s) unless the Company reasonably determines, following consultation with Parent, that such additional Fund Documentation Amendment(s) would be expected to (i) prevent such Client’s Client Consent with respect to the Transactions or (ii) materially delay the Closing. (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.01, the Company shall keep Parent reasonably informed of the status of obtaining the Client Consents and shall, upon Parent’s request, without duplication of Section 6.12(b), provide to Parent copies of any material written communications with any Client (including the directors, advisory committee members and investors thereof), other than any informal inquiries or similar immaterial communications, with respect to the Transactions and the Client Consent process (including the receipt of written notice from any director, advisory committee member or investor in any Client that such director, advisory committee member or investor is not providing or conditioning its consent to the consummation of the Transactions contemplated by this Agreement). Following the mailing or initial distribution of the Company Transaction Notices, the Company shall provide Parent a weekly update regarding the status of the Client Consents, and shall provide, on a weekly basis, copies of all executed Client Consent documents. (d) Parent shall reasonably cooperate with the Acquired Companies as may be reasonably requested by the Company in connection with the seeking of the Client Consents (including by providing any information relating to the Transaction or Parent’s operation of the Acquired Companies following the Closing, in each case as reasonably requested by the Company in connection with the foregoing with respect to Parent or its Affiliates, including any customary due diligence or other information reasonably requested by any Client relating to the Parent or its Affiliates). Except as consented to by the Company in writing (which shall not be unreasonably withheld, conditioned or delayed), and except for any contact or communication initiated by any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client, Parent shall not, and Parent shall cause its officers, directors, employees and other agents and representatives not to, communicate with any Client (or investors therein), any officer, director, managing member or general partner of any Client (or investors therein) or any advisory committee or similar body with respect to any Client in connection with the Transactions, including for the purpose of soliciting Client Consents. For the avoidance of doubt, nothing contained herein shall restrict any contact or communication by Parent or any of its Affiliates or any officer, director, employee or other agent or representative of any of them in the ordinary course of business and not in connection with the Transactions. Each of Parent and the Company shall not, and the Company and Parent shall cause their respective officers, directors, employees and other agents and representatives not to, request any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client to withhold, withdraw or revoke a Client Consent. (e) Notwithstanding any other provisions of this Agreement, except with the prior written consent of Parent, the Company shall not, and shall cause each other Acquired Company, and its and their respective Representatives, not to, (i) make any payment to, or grant any other economic concession (including any obligation of any Acquired Company, Parent or any of their respective Affiliates to make any payment or assume or incur any other obligation or liability) to, any Client or the board of directors or trustees or investors thereof, (ii) reduce (or offer to reduce), cap, waive, reimburse or otherwise modify any fee payable by (or in respect of) any Client (other than as required by and in accordance with any existing Contract with such Client), or (iii) other than in the case of a de minimis amendment or modification that would not reasonably be expected to adversely impact the economic value of the applicable Client relationship, amend or modify (or offer to amend or modify) an Investment Advisory Contract or any Fund Documentation (other than as set forth in the Fund Documentation Amendments). (f) For any new Client with whom an Investment Advisory Contract is entered into after the date hereof, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to ensure that such new Investment Advisory Contract will not by its terms terminate (or give rise to a termination right) as a result of the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable Client to the Transactions, including the assignment (or deemed assignment under the Investment Advisers Act) of such Investment Advisory Contract as a result of the consummation of the Transactions.

Client Consents. (a) The Company shall, and shall cause the other Acquired Companies to, use its reasonable best efforts to obtain, as promptly as reasonably practicable after the date hereofor to cause to be obtained, the consent of each Client, including, as applicable, the consent of any applicable requisite percentage of the board of directors, advisory committee, investment committee, or investors of such Client, to (i) the deemed “assignment” (within the meaning necessary approval of the Investment Advisers Act) of such Client’s Investment Advisory Contract, Public Fund Board and (ii) (A) in the Transactions (to the extent required by any applicable Contract with such Client case of each Public Fund designated in addition to the preceding clause (i) and set forth opposite such Client’s name on Section 6.12(a3.8(a) of the Company Group Disclosure LetterSchedule as having “Manager of Managers Relief,” the approval of the principal investment adviser to such Public Fund, or (iiiB) the Fund Documentation Amendments, in the case of clauses (i) and (ii)each Public Fund not so designated, the approval of the shareholders of such Public Fund, in each case in accordance with the manner contemplated by provisions of Section 6.12(a15 of the Investment Company Act applicable thereto and any applicable SEC exemptive orders, of a new Advisory Agreement relating to such Public Fund, with such agreement becoming effective immediately following the Closing and containing material terms that are, taken as a whole, substantially similar to the terms of the applicable existing Advisory Agreement with such Public Fund. In the event that the approval of the shareholders of a Public Fund (if such shareholder approval is required under the Investment Company Act and applicable SEC exemptive orders) of the applicable new Advisory Agreement described in the foregoing sentences is not obtained prior to the Closing, the Company Disclosure Lettermay request the Public Fund Board of each such Public Fund to approve, in conformity with Rule 15a-4 under the Investment Company Act, an interim Advisory Agreement relating to such Public Fund, with such agreement becoming effective immediately following the Closing and containing material terms that are, taken as a whole, substantially similar to the terms of the applicable existing Advisory Agreement with such Public Fund (except for changes thereto to the extent necessary to comply with Rule 15a-4 under the Investment Company Act). The parties agree that approval for a particular Public Fund (each, a “Public Fund Approval”) shall be deemed given for all purposes under this Agreement (including for the purposes of Section 6.1(c)) if (x) a new Advisory Agreement relating to such Public Fund has been approved by the Public Fund Board and (iv) with respect to new Clients with Investment Advisory Contracts entered into after in the date hereof, the “deemed assignment” case of a Public Fund described in clause (within the meaning of the Investment Advisers Actii)(A) of this Section 5.2(a)) the principal investment adviser to such Client’s Investment Public Fund or (in the case of a Public Fund described in clause (ii)(B) of this Section 5.2(a)) the shareholders of such Public Fund or (y) an interim Advisory Contract Agreement relating to such Public Fund has been approved, in each case in accordance with such Clients Investment Advisory Contract and Applicable Law (each such consent set forth in the foregoing clauses (ithis Section 5.2(a), (ii) and (iv), a “Client Consent”). Notwithstanding unless prior to the foregoing, each Closing the applicable Public Fund Board notifies the applicable member of the Company Group in writing that the Public Fund has terminated its Advisory Agreement (and Parent acknowledge that, in the event that after using reasonable best efforts to obtain the applicable Client Consent with respect to any Fund Documentation Amendment, the Company does such notice is not receive the requisite Client Consent with respect to such Fund Documentation Amendment, the Company shall not be required to continue seeking consent from such Client for such Fund Documentation Amendment if such efforts would reasonably be expected to prevent such Client’s Client Consent with respect to the Transactions or materially delay the Closingwithdrawn). (b) In furtherance The Company shall use its reasonable best efforts to obtain, or to cause to be obtained, the approval of the foregoingnew Advisory Agreement for the ▇▇▇▇▇ Circle Partners Core Plus Fund (“Core Plus Fund”) described in Section 5.2(a) by the shareholders of such Fund. Each Seller that beneficially owns any shares in the Core Plus Fund shall, as promptly as practicableand shall cause its Affiliates to, vote to approve such new Advisory Agreement, and neither Seller may redeem, and each Seller shall cause its Affiliates not to redeem, its shares of the Core Plus Fund prior to any such vote. Promptly following such vote, and in any event within twenty (20) no later than 10 Business Days, Days following the date of this AgreementClosing, the Company Buyer shall send, or cause all of the shares of the Core Plus Fund held by the Sellers and their Affiliates to be sent, a written noticeredeemed in full, in a form to be mutually agreed by Parent and the Company (a “Company Transaction Notice”) with (i) such additional disclosure as shall be provided by Parent (with such additional disclosure being subject to the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned)) and (ii) the Fund Documentation Amendments, as applicable, to each Client orcash, in accordance with the case of any Client that is a Fund, from whom consent terms of the limited partners or other investors of such Fund is required, the limited partners or other investors of such Core Plus Fund. The Company shall provide to Parent for review and approval in advance of distribution (which approval shall not be unreasonably withheld, conditioned or delayed), copies of any substantive notices or other materials to be distributed by any Acquired Company to any Client (or any director, advisory committee member or investor therein), in connection with obtaining any Client Consent, in each case, other than materials that are substantively similar to the Company Transaction Notice or prior materials already approved by Parent. In connection with the Client Consents with respect to the Fund Documentation Amendments, each of the Company and Parent shall, and shall cause their respective Affiliates to, cooperate with each other in good faith and use (and shall cause their respective Affiliates to use) their respective reasonable best efforts to mutually agree to the form of Fund Documentation Amendments with respect to each Client (and the parties agree Parent shall prepare and propose the initial drafts of the Fund Documentation Amendments for review by and discussion with the Company) and, subject to clause (a) above, take such other action as such other party may reasonably require in order to effectuate the Fund Documentation Amendments and obtain the consent of the Clients with respect to the Fund Documentation Amendments applicable to such Client. The form of the Fund Documentation Amendments shall address only the matters set forth on Section 6.12(b) of the Company Disclosure Letter; provided that the Company shall consider in good faith any additional Fund Documentation Amendments reasonably proposed by Parent, and shall seek the consent of the applicable Clients for such additional Fund Documentation Amendment(s) unless the Company reasonably determines, following consultation with Parent, that such additional Fund Documentation Amendment(s) would be expected to (i) prevent such Client’s Client Consent with respect to the Transactions or (ii) materially delay the Closing. (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.01, the Company shall keep Parent reasonably informed of the status of obtaining the Client Consents and shall, upon Parent’s request, without duplication of Section 6.12(b), provide to Parent copies of any material written communications with any Client (including the directors, advisory committee members and investors thereof), other than any informal inquiries or similar immaterial communications, with respect to the Transactions and the Client Consent process (including the receipt of written notice from any director, advisory committee member or investor in any Client that such director, advisory committee member or investor is not providing or conditioning its consent to the consummation of the Transactions contemplated by this Agreement). Following the mailing or initial distribution of the Company Transaction Notices, the Company shall provide Parent a weekly update regarding the status of the Client Consents, and shall provide, on a weekly basis, copies of all executed Client Consent documents. (d) Parent shall reasonably cooperate with the Acquired Companies as may be reasonably requested by the Company in connection with the seeking of the Client Consents (including by providing any information relating to the Transaction or Parent’s operation of the Acquired Companies following the Closing, in each case as reasonably requested by the Company in connection with the foregoing with respect to Parent or its Affiliates, including any customary due diligence or other information reasonably requested by any Client relating to the Parent or its Affiliates). Except as consented to by the Company in writing (which shall not be unreasonably withheld, conditioned or delayed), and except for any contact or communication initiated by any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client, Parent shall not, and Parent shall cause its officers, directors, employees and other agents and representatives not to, communicate with any Client (or investors therein), any officer, director, managing member or general partner of any Client (or investors therein) or any advisory committee or similar body with respect to any Client in connection with the Transactions, including for the purpose of soliciting Client Consents. For the avoidance of doubt, nothing contained herein shall restrict any contact or communication by Parent or any of its Affiliates or any officer, director, employee or other agent or representative of any of them in the ordinary course of business and not in connection with the Transactions. Each of Parent and the Company shall not, and the Company and Parent shall cause their respective officers, directors, employees and other agents and representatives not to, request any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client to withhold, withdraw or revoke a Client Consent. (e) Notwithstanding any other provisions of this Agreement, except with the prior written consent of Parent, the Company shall not, and shall cause each other Acquired Company, and its and their respective Representatives, not to, (i) make any payment to, or grant any other economic concession (including any obligation of any Acquired Company, Parent or any of their respective Affiliates to make any payment or assume or incur any other obligation or liability) to, any Client or the board of directors or trustees or investors thereof, (ii) reduce (or offer to reduce), cap, waive, reimburse or otherwise modify any fee payable by (or in respect of) any Client (other than as required by and in accordance with any existing Contract with such Client), or (iii) other than in the case of a de minimis amendment or modification that would not reasonably be expected to adversely impact the economic value of the applicable Client relationship, amend or modify (or offer to amend or modify) an Investment Advisory Contract or any Fund Documentation (other than as set forth in the Fund Documentation Amendments). (f) For any new Client with whom an Investment Advisory Contract is entered into Within five Business Days after the date hereof, the Company shallshall send to each Separate Account Client a notice substantially in the form attached hereto as Schedule F, and shall cause each of its Subsidiaries to, use reasonable best efforts to ensure requesting that such new Investment Advisory Contract will not by its terms terminate (or give rise to a termination right) as a result of the consummation of the Transactions and shall use reasonable best efforts to obtain the written Separate Account Client consent of the applicable Client in writing to the Transactions, including the assignment “assignment” (or deemed assignment under as defined in the Investment Advisers Act) of such Investment its Advisory Contract as a result of Agreement resulting from the consummation of the Transactionstransactions contemplated hereby and, in the case of a Separate Account Client that is Negative Consent Eligible, stating that such Client’s consent will be deemed given if such Client does not object by the means and within the period specified in such notice (a “Separate Account Client Consent Request Notice”). If a particular Separate Account Client does not respond to the applicable initial Separate Account Client Consent Request Notice within 30 days of the sending of such notice, the Company shall send a second Separate Account Client Consent Request Notice to such Client. The parties agree that consent of a particular Separate Account Client (each, a “Separate Account Client Consent”) shall be deemed obtained for all purposes under this Agreement (including for the purposes of Section 6.1(c)) if the written consent requested in the applicable Separate Account Client Consent Request Notice(s) has been received by the Company Group or, in the case of an Advisory Agreement that is Negative Consent Eligible, such Client does not object by the means and within the period specified in the applicable Separate Account Client Consent Request Notice(s) (a “Separate Account Negative Consent Period”) and continues to accept investment advisory services from the Company Group during the applicable Separate Account Negative Consent Period; provided that no Separate Account Client shall be deemed to have given consent for any purpose under this Agreement if at any time prior to the Closing such Separate Account Client notifies the Company Group orally or in writing that such Separate Account Client has not so consented or has terminated, or intends to terminate, its Advisory Agreement or intends to withdraw all of its assets under management by the Company Group (and such notice is not withdrawn or superseded). (d) The Company shall use its reasonable best efforts to obtain, or to cause to be obtained, consents from or in respect of each Private Fund to the “assignment” (as defined in the Investment Advisers Act) of its Advisory Agreement resulting from the consummation of the transactions contemplated hereby if and to the extent required by the terms of such Advisory Agreement, its Organizational Documents and/or Applicable Law, in accordance with the terms of such Advisory Agreement, Organizational Documents and Applicable Law, which efforts shall be deemed satisfied (unless the applicable Advisory Agreement or Organizational Documents require otherwise, in which case the terms of this covenant shall be adjusted to reflect such requirement(s)) upon the sending to such Private Fund, or, if such Private Fund is a Sponsored Private Fund or Private-Label Private Fund, to each investor in such Private Fund (or, in the case of a Private Fund set forth in Section 5.2(d) of the Company Group Disclosure Schedule, to the applicable consent party set forth on such schedule), of two notices substantially in the form attached hereto as Schedule G (each, a “Private Fund Consent Request Notice”), the first at least 45 days prior to the Closing Date and the second, if applicable, approximately 30 days after the first, informing such Private Fund or such investor (as applicable) of the transactions contemplated hereby and requesting the appropriate consent to the assignment of such Advisory Agreement. The parties agree that consent from or in respect of a particular Private Fund (each, a “Private Fund Consent”) shall be deemed obtained for all purposes under this Agreement (including for the purposes of Section 6.1(c)) if (x) the consent requested in the applicable Private Fund Consent Request Notice(s) has been received by the Company Group from such Private Fund (or, if such Private Fund is a Sponsored Private Fund or Private-Label Private Fund, a majority-in-interest of the investors (or other greater applicable percentage specified in the Advisory Agreement, Organizational Documents and/or Applicable Law) in such Private Fund who are not Affiliates or employees of the Company Group or its Affiliates (or, if each of the investors in such Private Fund is an Affiliate or employee of the Company Group or its Affiliates, then a majority-in-interest of such investors)), (y) in the case of an Advisory Agreement that is Negative Consent Eligible, such Private Fund or, if such Private Fund is a Sponsored Private Fund or Private-Label Private Fund, a majority-in-interest of the investors (or other greater applicable percentage specified in the Advisory Agreement, Organizational Documents and/or Applicable Law) in such Private Fund who are not Affiliates or employees of the Company Group or its Affiliates (or, if each of the investors in such Private Fund is an Affiliate or employee of the Company Group or its Affiliates, then a majority-in-interest of such investors (or other greater applicable percentage specified in the Advisory Agreement, Organizational Documents and/or Applicable Law)) does not object by the means and within the period specified in such Private Fund Consent Request Notice(s) (a “Private Fund Negative Consent Period”), or (z) in the case of each Private Fund set forth in Section 5.2(d) of the Company Group Disclosure Schedule, the consent has been given in the manner specified in Section 5.2(d) of the Company Group Disclosure Schedule. To the extent that the consent of any Affiliate of any member of the Company Group is required for the “assignment” (as defined in the Investment Advisers Act) of the Advisory Agreements resulting from the consummation of the transactions contemplated by Section 1.1(a) with respect to any Private Fund, the Company shall cause such Affiliates to provide such consent as promptly as practicable after the date of this Agreement. (e) The Company shall take reasonable steps to keep the Buyers reasonably informed of the status of the Company’s efforts to obtain the Client Consents to be requested under this Section 5.2. The Buyers shall have the reasonable opportunity to review drafts of any proxy solicitation and other consent request materials (including the Separate Account Client Consent Request Notices and the Private Fund Consent Request Notices) contemplated by this Section 5.2 in advance of dissemination of such materials to the applicable recipients thereof, and shall have their reasonable comments to such drafts reviewed in good faith prior to such dissemination. Each of the Buyers and Parent Buyer shall reasonably cooperate with the Company Group in connection with the obtaining of Client Consents under this Section 5.2. The Company shall provide the Buyers with (i) within two Business Days following the 1st and 15th day of each month, copies of all written Client Consents received on or prior to such 1st or 15th day of such month (as applicable) and not previously provided to the Buyers and (ii) such documentation and other evidence as the Buyers reasonably request to confirm that the requisite Client Consents have been obtained for purposes of this Agreement. (f) Prior to the Closing, without the prior written consent of the Company, none of the Buyers and their Affiliates or their respective employees, directors, officers or agents shall, directly or indirectly, contact or communicate with any Client, any investor in a Client, any Affiliate of a Client or any such investor (including any member of the board of directors or trustees of any Fund) or any consultant to or representative of a Client or any such investor or any similar Person in connection with the transactions contemplated by this Agreement. The Buyers shall give prompt notice to the Company of any inquiry or other communication received by a Buyer or any Affiliate thereof from any Client, any investor in a Client, any Affiliate of a Client or any such investor (including any member of the board of directors or trustees of any Fund) or any consultant to or representative of any Client or any such investor or any similar Person regarding the transactions contemplated by this Agreement.

Client Consents. (a) The Company With respect to each Client, the Group Companies shall, in accordance with applicable Law and shall cause the other Acquired Companies toapplicable Investment Contracts and Fund Documents, use its reasonable best efforts to obtain, prior to the Closing, the necessary Client Consents to the “assignment” (as promptly defined in the Advisers Act) of each Investment Contract (including, as reasonably practicable after the date hereofapplicable, with respect to Clients that are pooled investment vehicles, the consent of any applicable requisite percentage of the board of directors, advisory committee, investment committee, or investors therein). Within 10 days following the date of this Agreement, the Group Companies shall, after consultation with Parent, send a Consent notice: (i) in the form of Exhibit H-1 to those Separately Managed Account Clients whose Investment Contracts require affirmative Consent to be assigned; and (ii) in the form of Exhibit H-2-1 or Exhibit H-2-2, as applicable, modified as appropriate to reflect the applicable provisions of the Fund Documents for each ClientPrivate Fund, to the investors in the Private Funds (including, as applicable, the consent of any applicable requisite percentage of the board of directors, advisory committee, investment committee, or investors of such Client, to therein). (ib) The parties agree that any consent required for the deemed “assignment” (within as defined under the meaning Advisers Act) or continuation of any Investment Contracts with a Client shall be deemed given for all purposes under this Agreement: (i) for each Client that is a Private Fund, upon receipt of the affirmative consent of a majority-in-interest of the investors in such Private Fund and all parallel and feeder funds (for the avoidance of doubt, calculated on an aggregate basis including the applicable Private Fund and all parallel and feeder funds), or such other form of approval as may be required under the applicable Organizational Documents of such Private Fund, as specified in Schedule 3.21(b) of the Disclosure Letter; (ii) for each Client that is a Separately Managed Account Client, if written or other affirmative consent (“Affirmative Consent”) is expressly required under the respective Investment Contract, upon receipt of such Affirmative Consent in accordance with the terms of such Investment Contract; (iii) if consent other than Affirmative Consent is permitted under applicable Law and the terms of the applicable Investment Contract (1) upon receipt of a written consent from the applicable Client, or (2) if no such written consent is received, if 45 days (or such longer period in the applicable Investment Contract) shall have passed since the sending of a written notice (a “Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the notice sent to such Client pursuant to Section 5.7(a) above) informing such Client (1) of the Group Companies’ intention to complete the transactions contemplated by this Agreement, which will result in an “assignment” (as defined in the Advisers Act) of such Client’s Investment Advisory Contract, (ii2) the Transactions (intention of the Group Companies to the extent required by any applicable continue to provide Investment Services pursuant to such Investment Contract with such Client in addition after the Closing if such Client does not terminate such Investment Contract or affirmatively object to the preceding clause (i) and set forth opposite “assignment” of such Client’s name on Section 6.12(a) of Contract prior to the Company Disclosure Letter, (iii) the Fund Documentation Amendments, in the case of clauses (i) and (ii), in the manner contemplated by Section 6.12(a) of the Company Disclosure LetterClosing, and (3) that the consent of such Client will be deemed to have been granted if such Client continues to accept such Investment Services for a period of at least 45 days (or such longer period in the applicable Investment Contract) after the sending of the Negative Consent Notice without termination; (iv) with respect to new Clients with if the applicable Investment Advisory Contracts Contract terminates at Closing, the Client has (1) waived such termination in writing, or (2) entered into after a new Investment Contract with the date hereof, the “deemed assignment” (within the meaning of the Investment Advisers Act) of such Client’s Investment Advisory Contract in accordance adviser that will not terminate at Closing with such Clients terms and conditions that are the same in all material respects as the existing Investment Advisory Contract and Applicable Law Contract. (each such consent set forth in v) Notwithstanding the foregoing clauses (i), (ii), (iii) and or (iv) above, no Consent shall be deemed to have been given in respect of a Client for any purpose under this Agreement if, at any time prior to the Closing, such Client notifies a Group Company that such Client has not consented to the “assignment” of such Client’s Investment Contract or has terminated or intends to terminate such Investment Contract (and such notice has not been withdrawn or superseded). (c) The Group Companies shall not amend, a “reduce, or otherwise adjust any fee rate set forth in any Investment Contract without Parent’s prior written consent or offer any other modification of an Investment Contract or other inducement that would, in any case, reduce the Closing Date Revenue Run Rate attributable to such Client Consent”or otherwise materially and adversely affect the economic value of such Client relationship or materially modify any other term, except as consented to or directed by Parent in writing. (d) Parent shall be provided with reasonable opportunity prior to distribution to review and comment on all substantive consent materials to be distributed to any Client (with such comments to be considered by Sellers for inclusion in good faith and not to be unreasonably rejected). Notwithstanding . (e) In connection with obtaining Consents under this Section 5.7, the foregoing, each Sellers shall keep Parent reasonably informed of the Company status thereof and the Sellers shall promptly advise Parent acknowledge thatas promptly as practicable if any Client notifies any Group Company, any of the Sellers or any of their Affiliates has not so consented or has terminated, or intends to terminate, its Investment Contract, or intends to materially reduce its investment relationship with a Group Company. (f) Prior to the Closing, if requested to do so by Parent, the Group Companies shall use their reasonable best efforts, in accordance with applicable Law and the event that after using reasonable best efforts applicable Investment Contracts and Organizational Documents, to obtain the applicable Client Consent with respect Consents necessary to any Fund Documentation Amendment, amend or obtain a waiver under the Company does not receive Investment Contracts of the requisite Client Consent with respect to such Fund Documentation Amendment, Clients listed on Schedule 5.7(f) of the Company shall not be required to continue seeking consent from such Client for such Fund Documentation Amendment if such efforts would reasonably be expected to prevent such Client’s Client Consent Disclosure Letter with respect to the Transactions or materially delay the Closing. (b) In furtherance of the foregoing, as promptly as practicablematters set forth thereon. Parent shall, and shall cause its Affiliates to, cooperate with the Sellers and the Group Companies in any event within twenty (20) Business Days, following seeking the date of Consents described in this AgreementSection 5.7(f). In connection with obtaining such Consents, the Company shall send, or cause to be sent, a written notice, in a form to be mutually agreed by Parent and the Company (a “Company Transaction Notice”) with (i) such additional disclosure as shall be provided by Parent (with such additional disclosure being subject to the Company’s prior written consent (not to be unreasonably withheld, delayed or conditioned)) and (ii) the Fund Documentation Amendments, as applicable, to each Client or, in the case of any Client that is a Fund, from whom consent of the limited partners or other investors of such Fund is required, the limited partners or other investors of such Fund. The Company Group Companies shall provide to Parent for review and approval in advance of distribution (which approval shall not be unreasonably withheldthe proposed forms of amendment, conditioned wavier or delayed), copies of any substantive notices or other materials to be distributed by any Acquired Company to any Client (or any director, advisory committee member or investor therein), in connection with obtaining any Client Consent, in each case, other than materials that are substantively similar to the Company Transaction Notice or prior materials already approved by Parent. In connection with the Client Consents with respect to the Fund Documentation Amendments, each of the Company and Parent shall, and shall cause their respective Affiliates to, cooperate with each other in good faith and use (and shall cause their respective Affiliates to use) their respective reasonable best efforts to mutually agree to the form of Fund Documentation Amendments with respect to each Client (and the parties agree Parent shall prepare and propose the initial drafts of the Fund Documentation Amendments for review by and discussion with the Company) and, subject to clause (a) above, take such other action as such other party may reasonably require in order to effectuate the Fund Documentation Amendments and obtain the consent of the Clients with respect to the Fund Documentation Amendments applicable to such Clientconsent. The form of the Fund Documentation Amendments shall address only the matters set forth on Section 6.12(b) of the Group Company Disclosure Letter; provided that the Company shall consider in good faith any additional Fund Documentation Amendments reasonably proposed by Parent, and shall seek the consent of the applicable Clients for such additional Fund Documentation Amendment(s) unless the Company reasonably determines, following consultation with Parent, that such additional Fund Documentation Amendment(s) would be expected to shall: (i) prevent such Client’s Client Consent with respect to the Transactions or (ii) materially delay the Closing. (c) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.01, the Company shall keep Parent reasonably informed of the status of obtaining the Client Consents and shall, upon Parent’s request, without duplication of Section 6.12(b), provide to Parent copies of any material written communications with any Client (including the directors, advisory committee members and investors thereof), other than any informal inquiries or similar immaterial communications, with respect to the Transactions and the Client Consent process (including the receipt of written notice from any director, advisory committee member or investor in any Client that such director, advisory committee member or investor is not providing or conditioning its consent to the consummation of the Transactions contemplated by this Agreement). Following the mailing or initial distribution of the Company Transaction Notices, the Company shall provide Parent a weekly update regarding the status of the Client Consents, and shall provide, on a weekly basis, copies of all executed Client Consent documents. (d) Parent shall reasonably cooperate with the Acquired Companies as may be reasonably requested by the Company in connection with the seeking of the Client Consents (including by any conditions requested and providing any information copies of correspondence relating to the Transaction or Parent’s operation of the Acquired Companies following the Closing, in each case as reasonably requested by the Company in connection with the foregoing with respect to Parent or its Affiliates, including any customary due diligence or other information reasonably requested by any Client relating to the Parent or its Affiliatessuch requests). Except as consented to by the Company in writing (which shall not be unreasonably withheld, conditioned or delayed), and except for any contact or communication initiated by any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client, Parent shall not, and Parent shall cause its officers, directors, employees and other agents and representatives not to, communicate with any Client (or investors therein), any officer, director, managing member or general partner of any Client (or investors therein) or any advisory committee or similar body with respect to any Client in connection with the Transactions, including for the purpose of soliciting Client Consents. For the avoidance of doubt, nothing contained herein shall restrict any contact or communication by Parent or any of its Affiliates or any officer, director, employee or other agent or representative of any of them in the ordinary course of business and not in connection with the Transactions. Each of Parent and the Company shall not, and the Company and Parent shall cause their respective officers, directors, employees and other agents and representatives not to, request any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client to withhold, withdraw or revoke a Client Consent. (e) Notwithstanding any other provisions of this Agreement, except with the prior written consent of Parent, the Company shall not, and shall cause each other Acquired Company, and its and their respective Representatives, not to, (i) make any payment to, or grant any other economic concession (including any obligation of any Acquired Company, Parent or any of their respective Affiliates to make any payment or assume or incur any other obligation or liability) to, any Client or the board of directors or trustees or investors thereof, (ii) reduce (provide to Parent for review and comment in advance of distribution any other substantive notices or offer other substantive materials to reduce)be distributed by the Group Companies to Clients in order to obtain such Consents, cap, waive, reimburse or otherwise modify any fee payable by (or in respect of) any Client (other than as required by and in accordance with any existing Contract with such Client), or (iii) other than in the case of a de minimis amendment or modification that would not reasonably be expected to adversely impact the economic value of the applicable Client relationship, amend or modify (or offer to amend or modify) an Investment Advisory Contract or any Fund Documentation (other than as set forth in the Fund Documentation Amendments). (f) For any new Client with whom an Investment Advisory Contract is entered into after the date hereof, the Company shall, consider and shall cause each of its Subsidiaries to, use reasonable best efforts to ensure that incorporate any such new Investment Advisory Contract will not by its terms terminate (or give rise comments prior to a termination right) as a result of the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable Client to the Transactions, including the assignment (or deemed assignment under the Investment Advisers Act) of such Investment Advisory Contract as a result of the consummation of the Transactionsdistribution.