Sub-Management Agreements Sample Clauses

Sub-Management Agreements. (a) The Property Manager and the Special Servicer may enter into Sub-Management Agreements to provide for the performance by third parties of any or all of their respective obligations hereunder; provided, that, in each case, the Sub-Management Agreement: (i) is consistent with this Agreement in all material respects and requires the Sub-Manager to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Property Manager or the Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including by reason of a Servicer Replacement Event), the Back-Up Manager (or if the Back-Up Manager is then terminated and another successor has not been named, the Indenture Trustee) may thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the Property Manager or the Special Servicer, as the case may be, under such agreement or, alternatively, may terminate such Sub-Management Agreement without cause and without payment of any penalty or termination fee; (iii) provides that each Issuer, the Back-Up Manager, the Indenture Trustee, the other parties hereto and, as and to the extent provided herein, the third party beneficiaries hereof shall be third party beneficiaries under such agreement, but that (except to the extent the Indenture Trustee, Back-Up Manager or their respective designees assume the obligations of the Property Manager or the Special Servicer, as the case may be, thereunder as contemplated by the immediately preceding clause (ii) and, in such case, only from the date of such assumption) none of any Issuer, the Indenture Trustee, the Back-Up Manager, any other party hereto, any successor Property Manager or Special Servicer, as the case may be, any Noteholder or holder of Issuer Interests or any other third party beneficiary hereof shall have any duties under such agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Property or Mortgage Loan pursuant to this Agreement to terminate such agreement with respect to such purchased Property or Mortgage Loan at its option and without penalty; (v) does not permit the Sub-Manager to enter into or consent to any modification, waiver or amendment or otherwise take any action on behalf of the Property Manager or Special Servicer, as the case may be, contemplated by Section 3.16 hereof without the written consent of the Property Manager or Special Servicer,...
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Sub-Management Agreements. (i) The Manager may enter into one or more sub-management agreements (each, a “Sub-Management Agreement”) to provide for the performance by one or more third parties, including Affiliates of the Manager (each, a “Sub-Manager”) of any or all of its obligations hereunder, provided that any Sub-Management Agreement shall expressly or effectively provide that if the Manager shall for any reason no longer act in such capacity hereunder (including pursuant to Section 22(b)), any successor to the Manager hereunder (including the Backup Manager if the Backup Manager has become such successor pursuant to Section 22(e)) may thereupon either assume all of the rights and, except to the extent that they arose prior to the date of assumption, obligations of the Manager under such Sub-Management Agreement or alternatively, may terminate such rights and obligations, in either case without cause and without payment of any penalty or termination fee.
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Sub-Management Agreements. (a) The Property Manager, the Issuer Manager and the Special Servicer may delegate their respective management and servicing obligations in respect of the Leases and the Properties managed and serviced thereby pursuant to this Agreement to one or more Sub-Managers; provided, that each of the Property Manager, the Issuer Manager and the Special Servicer will remain liable for its servicing obligations under the Property Management Agreement as if the Property Manager or the Special Servicer, as applicable, were servicing, administering or special servicing, as applicable, such Properties and the Leases directly. Each Sub-Management Agreement must provide that, if for any reason the Property Manager, Issuer Manager or Special Servicer is no longer acting in such capacity, the Back-Up Manager, the Indenture Trustee or any successor property manager or special servicer may assume such party’s rights and obligations under such Sub-Management Agreement (arising after the date of assumption) or terminate such Sub-Management Agreement without payment of a penalty or a fee. If KeyBank assumes the role of Property Manager, KeyBank will also become the Special Servicer. If KeyBank assumes the role of the Property Manager, the Issuer Manager and the Special Servicer and is subsequently terminated as Special Servicer, KeyBank will also be terminated as Property Manager. If KeyBank assumes the role of Property Manager, the Issuer Manager and Special Servicer and is subsequently terminated as Property Manager, KeyBank will also be terminated as Special Servicer.
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Sub-Management Agreements those certain sub-management agreements described on Schedule 11 hereto. Sub-Manager: Lincoln Retail REIT Services, LLC Surveys: collectively, the surveys of the Properties prepared by surveyors licensed in the State and satisfactory to Lender and the company or companies issuing the Title Insurance Policies, and containing a certification of such surveyor satisfactory to Lender.
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Sub-Management Agreements. (i) The Project Manager may enter into one or more sub-management agreements (each, a “Sub-Management Agreement”) to provide for the performance by one or more third parties, including Affiliates of the Project Manager (each, a “Sub-Manager”) of any or all of its obligations hereunder, provided that any Sub-Management Agreement shall expressly or effectively provide that if the Project Manager shall for any reason no longer act in such capacity hereunder (including pursuant to Section 22(b)), any successor to the Project Manager hereunder may thereupon either assume all of the rights and, except to the extent that they arose prior to the date of assumption, obligations of the Project Manager under such Sub-Management Agreement or alternatively, may terminate such rights and obligations, in either case without cause and without payment of any penalty or termination fee.
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Sub-Management Agreements. Date of Effective Manager Sub-Manager Agreement Date ----- ----------------------------------------------------------------------------------------------------------- ----- ----------------------------------------------------------------------------------------------------------- 1 20-Mar-06 20-Mar-06 Ravenscroft Ship Management Ltd -Bahamas Ravenscroft Ship Management Inc -Florida ----- ----------------------------------------------------------------------------------------------------------- 2 20-Mar-06 20-Mar-06 Ravenscroft Ship Management Ltd - UK Ravenscroft Ship Management Inc -Florida ----- ----------------------------------------------------------------------------------------------------------- 3 20-Mar-06 20-Mar-06 Elysian Ship Management Ltd - Bahamas Elysian Ship Management Inc - Florida ==================================================================================================================================== ==================================================================================================================================== 3. ON BOARD SERVICES AGREEMENTS =============================== ------------------------------------------------------------------------------------------------------------------------------------ Date of Effective Owner Manager Agreement Date ----- ----------------------------------------------------------------------------------------------------------- 1 24-Mar-05 24-Mar-05 Fxxxxx Shipping Inc. Elysian Ship Management Ltd. Bahamas ----- ----------------------------------------------------------------------------------------------------------- 2 19-Apr-05 19-Apr-05 Pelorus Maritime Inc. Elysian Ship Management Ltd. Bahamas ------------------------------------------------------------------------------------------------------------------------------------ ==================================================================================================================================== Exhibit A --------- PROMISSORY NOTE --------------- New York, New York US$5,750,000 March 20, 2006 FOR VALUE RECEIVED, the undersigned, ULTRAPETROL (BAHAMAS) LIMITED, a company organized and existing under the laws of The Bahamas (the "Buyer"), hereby promises to pay to the order of [CROSSTRADE MARITIME INC., a Liberian company ("Crosstrade")][CROSSTREES MARITIME INC., a Liberian company] ( the "Seller") or as it may otherwise direct, the principal sum of Five Million Seven Hundred Fifty Thousand United States Dollars ...
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Related to Sub-Management Agreements

  • The Management Agreement Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Management Agreements Other than as contemplated by this Agreement, as of the date hereof, there are no contracts, undertakings, commitments, agreements or obligations or understandings between Parent or Merger Subsidiary, on the one hand, and any member of the Company’s management or the Company’s Board of Directors, on the other hand, relating in any way to the transactions contemplated by this Agreement or the operations of the Company after the Effective Time.

  • Services Agreements For at least the first twelve (12) months after Closing, the Parties agree that all research, development, and regulatory activities to be performed under the Work Plan (which will be agreed upon in accordance with the Operating Agreement of the Company) shall be conducted by the Parties as in-kind contributions to the Company, except as otherwise provided in the Operating Agreement. Such activities shall be performed pursuant to a services agreement between each of the Parties and the Company, which services agreements shall be included in the Future Related Agreements. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

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