Subordination of Management Agreement and Management Fees Sample Clauses

Subordination of Management Agreement and Management Fees. The Borrower and the Agent hereby agree that at all times prior to the termination of this Assignment, the Management Agreement shall be subordinate, inferior and subject to the Security Instrument and the other Loan Documents. The Borrower and the Agent further agree that the Agent shall not be entitled to receive any fee, commission or other amount payable to the Agent under the Management Agreement (including, without limitation, incentive management fees, if any) for and during any period of time that any amount due and owing the Lender under the Note and the other Loan Documents is not paid when due; provided, however, that (i) the Agent shall not be obligated to return or refund to the Lender any fee, commission or other amount already received by the Agent, and to which the Agent was entitled under this Assignment and (ii) so long as Agent is not in default under the Management Agreement and so long as the Management Agreement has not been terminated, Borrower shall be required to make and Agent shall be entitled to receive the payments (including payments to employees of Agent) regularly becoming due under the Management Agreement. Any incentives or other scheduled compensation beyond the base management fee set forth in the Management Agreement will be deferred and will be paid annually in arrears, provided that all debts and other obligations or expenses have been paid in full for the prior year and there has been no material adverse change in the Property since the time of the last annual payment.
Sample 1
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Subordination of Management Agreement and Management Fees. Grantor and Agent hereby agree that at all times prior to the termination of this Agreement, the Management Agreement shall be subordinate, inferior and subject to this Agreement, the Security Instrument and the other Loan Documents. The Management Fees and all rights and privileges of Manager to the Management Fees are hereby and shall at all times continue to be subject and unconditionally subordinate in all respects to the Lien and payment of the Security Instrument, the Obligations and the Loan Documents and to any renewals, extensions, modifications, assignments, replacements, or consolidations thereof and the rights, privileges, and powers of Agent and the other Secured Parties thereunder.
Sample 1
Subordination of Management Agreement and Management Fees. Borrower and Manager hereby agree that at all times prior to the termination of this Assignment, the Management Agreement shall be subordinate, inferior and subject to the lien, payment priority and terms of this Assignment, the Note, the Loan Agreement, the Mortgage and the other Loan Documents. Borrower and manger further agree that Manager shall not be entitled to receive any fee, commission or other amount payable to Manager under the Management Agreement (including, without limitation, incentive management fees, if any) for and during any period of time that a Default has occurred and is continuing; provided, however, that Manager shall not be obligated to return or refund to Administrative Agent any fee, commission or other amount already received by Manager, and to which Manager was entitled under the Management Agreement in accordance with this Assignment.
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Subordination of Management Agreement and Management Fees. Assignor and Manager hereby agree that at all times prior to the termination of this Assignment, the Management Agreement shall be subordinate, inferior and subject to the lien, payment priority and terms of this Assignment, the Credit Agreement, the Security Instrument and the other Loan Documents. Assignor and Manager further agree that Manager shall not be entitled to receive any fee, commission or other amount payable to Manager under the Management Agreement (including, without limitation, incentive management fees, if any) for and during any period of time that an Event of Default has occurred and is continuing; provided, however, that (i) Manager shall not be obligated to return or refund to Administrative Agent any fee, commission or other amount already received by Manager, and to which Manager was entitled under this Assignment and (ii) so long as Manager is not in default under the Management Agreement and so long as the Management Agreement has not been terminated, Borrower shall be permitted to make, and Manager shall be permitted to receive, the payments that regularly become due under the Management Agreement.
Sample 1
Subordination of Management Agreement and Management Fees. The Management Agreement and any and all liens, rights and interests (whether xxxxxx or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held, by Manager in and to the Property, and the Management Fees and all rights and privileges of Manager to the Management Fees, are and shall be in all respects subordinate and inferior to all payments under the Loan Documents and to all liens and security interests created or to be created for the benefit of Lender, and securing the repayment of the Note and the obligations under the Loan Documents including, without limitation, those created under the Pledge Agreement covering among other things, the Collateral and all renewals, extensions, increases, supplements, amendments, modifications or replacements thereof.
Sample 1
Subordination of Management Agreement and Management Fees. The Borrower and the Manager hereby agree that at all times prior to the termination of this Assignment, the Management Agreement shall be subordinate, inferior and subject to the Security Instrument and the other Loan Documents. The Borrower and the Manager further agree that, subject to Section 5(a) of this Assignment, the Manager shall not be entitled to receive any fee, commission or other amount payable to the Manager under the Management Agreement (including, without limitation, incentive management fees, if any) for and during any period of time that any amount due and owing the Lender under the Note and the other Loan Documents is not paid when due; provided, however, that the Manager shall not be obligated to return or refund to the Lender any fee, commission or other amount already received by the Manager, and to which the Manager was entitled under this Assignment. In no event shall incentive management fees, if any, be paid to the Manager more frequently than annually.
Sample 1

Related to Subordination of Management Agreement and Management Fees

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • 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.

  • 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.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Subordination Agreement Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment to the Noteholders of the Class A Notes and (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of any Second Priority Principal Payment to the Noteholders of the Class A Notes and the Class B Notes under Section 8.2(c) is a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • SUBORDINATION OF AGREEMENT 18.1 The parties hereto and the employees of the City are governed by the provisions of applicable Federal Law, State Law, and the City Charter. When any provisions thereof are in conflict with the provisions of this Agreement, the provisions of said Federal Law, State Law, or City Charter are paramount and shall prevail.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreement.

  • Management Services Agreement The term "Management Services ----------------------------- Agreement" shall mean this Management Services Agreement by and between Practice and Business Manager and any amendments hereto.

  • Advisory and Management Arrangements Subject to the requirements of applicable law as in effect from time to time, the Trustees may in their discretion from time to time enter into advisory, administration or management contracts (including, in each case, one or more sub-advisory, sub-administration or sub-management contracts) whereby the other party to any such contract shall undertake to furnish such advisory, administrative and management services with respect to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of this Declaration, the Trustees may authorize any advisor, administrator or manager (subject to such general or specific instructions as the Trustees may from time to time adopt) to exercise any of the powers of the Trustees, including to effect investment transactions with respect to the assets on behalf of the Trust to the full extent of the power of the Trustees to effect such transactions or may authorize any officer, employee or Trustee to effect such transactions pursuant to recommendations of any such advisor, administrator or manager (and all without further action by the Trustees). Any such investment transaction shall be deemed to have been authorized by all of the Trustees.

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