Management Advisor Clause Samples

Management Advisor. (a) The Borrower shall not and shall not permit any Subsidiary Guarantor to enter into any Management Agreement with a third party manager after the date hereof for any Pool Property without the prior written consent of the Agent (which shall not be unreasonably withheld), and after such approval, no such Management Agreement shall be modified in any material respect or terminated without Agent’s prior written approval, such approval not to be unreasonably withheld. Prior to the Release of Security Date, Agent may condition any approval of a new manager engaged by Borrower or a Subsidiary with respect to a Pool Property upon the execution and delivery to Agent of a Subordination of Management Agreement. Borrower shall not and shall not permit any Guarantor or other Subsidiary to increase any management fee payable under a Management Agreement after the date the applicable Real Estate becomes a Pool Property without the prior written consent of the Agent. Notwithstanding anything herein to the contrary, beginning on the Release of Security Date and continuing at all times thereafter, the Borrower will no longer be required to comply with the terms and conditions of this §7.12(a). (b) Neither the Borrower nor REIT shall replace the Advisor or terminate the Advisory Agreement without the prior written consent of the Agent (which shall not be unreasonably withheld).

Management Advisor. If an FSME working group may benefit from routine management interaction and feedback, the working group, the lead organization, or the steering committee may request the identification and involvement of a management advisor. A management advisor can provide perspective on issues and working group tasks and can serve as a sounding board for a working group. The advisor should attend working group meetings and provide assistance on working group products, as necessary. The lead organization will work in conjunction with MSSA/FSME and OAS to choose a suitable representative. A management advisor may be from either NRC or an Agreement State.

Management Advisor. Not Applicable

Management Advisor. (a) The Borrower shall not and shall not permit any Subsidiary Guarantor to enter into any Management Agreement for any Mortgaged Property without the prior written consent of the Agent (which shall not be unreasonably withheld), and after such approval, no such Management Agreement shall be modified in any material respect or terminated by Borrower or a Subsidiary Guarantor without the Agent’s prior written approval, such approval not to be unreasonably withheld. Notwithstanding the foregoing, the Borrower or applicable Subsidiary Guarantor may terminate a Management Agreement as a result of a material default by the Manager thereunder which is not cured within any applicable grace or notice and cure period provided that a replacement Manager and Management Agreement is approved by Agent within forty-five (45) days of such termination. The Agent may condition any approval of a new manager engaged by the Borrower or a Subsidiary Guarantor or a new Management Agreement with respect to a Mortgaged Property upon the execution and delivery to the Agent of a Subordination of Management Agreement. (b) Neither the Borrower nor REIT shall replace the Advisor or terminate the Advisory Agreement, provided that Borrower and REIT may substitute NorthStar Realty Asset Management, LLC or a Wholly-Owned Subsidiary thereof or another Person approved by the Board of REIT and reasonably acceptable to the Required Lenders as Advisor provided that any substitute or replacement Advisor shall have executed and delivered to Agent a Subordination of Advisory Fees substantially in the form delivered by Advisor on the date of this Agreement.

Management Advisor. 13.1 The Funding Recipient acknowledges that, in relation to the Grant, the Commonwealth may appoint an adviser to perform functions as determined by the Commonwealth (Management Adviser), which may include: (a) advising ISC on: (i) ISC’s operations; (ii) the management of the activities undertaken in relation to the Grant; (iii) the management of ISC’s personnel; (b) with ISC’s consent, assisting ISC with matters in relation to the Grant; (c) cooperating with any ▇▇▇▇▇ Administrator appointed in respect of ISC and the Grant; and (d) providing any other advice to ISC that the Commonwealth requires. 13.2 Where the Commonwealth has appointed a Management Adviser, to the extent the appointment relates to the Project, the Funding Recipient agrees to cooperate with a Management Adviser and comply with any directions and recommendations given by the Management Adviser in relation to the Project.

Management Advisor. Following the initial acquisition of the Ordinary Shares pursuant to this Agreement, the Purchaser shall have the right, but not the obligation, to appoint an employee of the Purchaser or its Affiliates, or an advisor or consultant engaged by the Purchaser or its Affiliates, to act as a management advisor to the Company. Such management advisor shall provide management, business development and financial advisory services to the Company from time to time in the discretion of the management advisor. Subject to their availability and other duties to the Company, the chief executive officer and chief financial officer of the Company shall make themselves available to meet with the management advisor during regular business hours upon request. The management advisor shall execute a confidentiality agreement in a reasonable form in favor of the Company. Nothing herein shall be construed to create any relationship of employer and employee, agent and principal, partnership or joint venture between the parties. The management advisor is an independent contractor and shall not have the authority to bind or obligate the Company. The management advisor shall not be compensated by the Company for any such services provided. Any individual to be appointed as a management advisor shall have the skill and integrity appropriate to advise a listed company in the life sciences sector. The Purchaser’s rights as set forth in this Section 4.4 shall terminate if (i) the Purchaser has the right to appoint a board observer pursuant to Section 4.5, (ii) the Purchaser’s rights in relation to the appointment of a director are exercisable pursuant to Section 4.6(a) or (iii) the Purchaser and its Affiliates hold in the aggregate less than fifty percent of the number of Shares acquired pursuant to Sections 2.1(a) and (b) hereunder.