Key Man Provisions. 11.1 Holdco must be notified in writing sixty (60) days in advance of the termination or hiring of one or more of the following individuals or positions (each a “Key Man”), except in the event of termination for Cause, in which case Tenant shall be provided with reasonable advance notice of such termination:
Key Man Provisions. As a material inducement to Owner to engage Manager and enter into this Agreement, Manager agrees that at all times during the Term, (a) Manager will be under the direction and control of Xxxxxxx X. Xxxxxx, and (b) Xxxxxxx X. Xxxxxx will maintain control as a manager of Manager and as such, on behalf of Manager, and not in his individual capacity, shall (i) manage Manager’s performance of the services required pursuant to this Agreement, and (ii) will continuously, actively and diligently manage Manager and will use his reasonable commercial business judgment with respect to the Resort, in order that the same shall meet the Standards. During each Fiscal Year of the Term, Xxxxxxx X. Xxxxxx shall be responsible for the oversight of Manager and Manager’s personnel in the performance of Manager’s duties and obligations under this Agreement, and shall dedicate sufficient time, effort and resources in connection with the management and operation of the Resort. As the expertise of Xxxxxxx X. Xxxxxx is primary to the success of the Resort, this Agreement may be terminated upon thirty (30) days prior written notice without penalty by Owner in the event that Manager is no longer under the direction or control of Xxxxxxx X. Xxxxxx (provided, however, that for the avoidance of doubt, amounts payable in accordance with Section 3.5 will be payable in connection with any such termination).
Key Man Provisions. (A) So long as Berkshire Multifamily Value Fund, GP, L.L.C. or any Affiliate thereof (in accordance with Section 7.02) is the General Partner, the General Partner or such Affiliate shall cause each of Xxxxxx X. Xxxxx, Xxxxx Xxxxxxxx and Xxxxx X. Xxxxx to remain actively involved in the Partnership, and, during the Commitment Period, to devote to the Partnership a substantial majority of their business time and attention (other than time devoted to Alternative Investment Vehicles, Successor NYB 1502828.6 Funds, Coinvestment Vehicles and to entities acquired by Successor Funds or Alternative Investment Vehicles or in which Successor Funds or Alternative Investment Vehicles hold investments). At any time and time from time, the Partnership may replace any of Xxxxxx X. Xxxxx, Xxxxx Xxxxxxxx and Xxxxx X. Xxxxx with substitute key persons with the Consent of the Advisory Committee, which Consent it may grant or withhold in its sole discretion.
Key Man Provisions. In the event insurance proceeds are received by the Key Man Trust, such proceeds shall be made available, first, to redeem, on a pro rata basis, the Shares at the election of holders thereof, at the applicable redemption price specified in the LLC Agreement, which shall include any accrued but unpaid fixed preferred return on the Shares, and second, as to any remaining proceeds, to revert to the Company as a settlor of the Key Man Trust. The Company agrees to diligently pursue payment of such insurance proceeds to the Key Man Trust if such payment is warranted and, as provided in the trust agreement of the Key Man Trust, the holders of the Shares shall be given notice of the redemption right within 60 days following the death of the insured, and the holders shall have 30 days after receiving such notice to elect (by notice in writing delivered to the trustee of the Key Man Trust) to exercise such redemption right. However, if any proceeds revert to the Company in accordance with the foregoing sentence, and if the Company proposes to distribute some or all of the insurance proceeds to Shareholders as Operating Profits pursuant to Section 4.2(d) of the LLC Agreement (as opposed to retaining such proceeds in its business, for example by using them to make retention payments to key employees), then such distribution to Shareholders will be made so that the Shares participate on an “as converted” basis (e.g., of the Closing Date, the holders of the Shares would receive 9.999% of the amount distributed to Shareholders pursuant to Section 4.2(d)(ii) of the LLC Agreement).
Key Man Provisions. Other than as set forth in Section 3.27 of the Disclosure Schedule, neither the Issuer nor any Subsidiary is a party to any agreement, contract or instrument that has a "key man" provision that Robert Little, or any other individual, must remain a shareholder, xxxxxxx, xxrector or employee of the Issuer.
Key Man Provisions. On or prior to the Closing Date, the Issuer shall have received waivers with respect to all of the agreements, contracts and instruments set forth in Section 3.27 of the Disclosure Schedule.
Key Man Provisions. Following the Initial Closing, the Company and the PRC Companies shall at all times maintain key man insurance with respect to Xx. Xxxx Xxxx Xxx on terms and conditions reasonably acceptable to the Investor.
Key Man Provisions. (A) So long as RSVP Holdings, LLC is the Managing Member, the Managing Member shall cause at least fifty percent (50%) of the individuals identified on Schedule 2.22 hereto to remain actively involved in the Company ------------- and to devote to the Company such business time and attention as may be reasonably necessary to carry out the objectives of the Company.
Key Man Provisions
