Term; Termination Without Cause. (a) This Agreement became effective on the Effective Date and shall continue in operation unless terminated in accordance with the terms hereof. (b) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety (90) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon unanimous vote of the Independent Directors. Upon a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on the last day of the term of this Agreement (the “Effective Termination Date”). (c) The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 days from the date such notice is sent or (ii) such latter date as the Manager may determine. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c). (d) Except as set forth in this Section 10, a Termination Without Cause of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(e), Section 5, Section 7, Section 8, Section 10(e), Section 13(b) and Section 14 of this Agreement. (e) If the Company terminates this Agreement pursuant to this Section 10, the Company shall forfeit any controlling interest in any joint venture. (f) If the Company terminates this Agreement pursuant to this Section 10, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “EQT,” and the Company, any successor manager or any other Person shall make no further use of “EQT” or any similar name or any derivations thereof in relation to the activities of the Company. (g) The Manager shall cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.
Appears in 5 contracts
Sources: Management Agreement (EQT Infrastructure Co LLC), Management Agreement (EQT Infrastructure Co LLC), Management Agreement (EQT Private Equity Co LLC)
Term; Termination Without Cause. (a) This Agreement became effective on the Effective Date and shall continue in operation unless terminated in accordance with the terms hereof.
(b) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety (90) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon a unanimous vote of the Independent Directors. Upon a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on the last day of the term of this Agreement (the “Effective Termination Date”).
(c) The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 days from the date such notice is sent or (ii) such latter date as the Manager may determine. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c).
(d) Except as set forth in this Section 10, a Termination Without Cause of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(e3(b), Section 5, Section 7, Section 8, Section 10(e), Section 13(b) and Section 14 of this Agreement.
(e) If the Company terminates this Agreement pursuant to this Section 10, the Company shall forfeit any controlling interest in any joint venture.
(f) If the Company terminates this Agreement pursuant to this Section 10, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “EQTKKR,” and the Company, any successor manager or any other Person shall make no further use of “EQTKKR” or any similar name or any derivations thereof in relation to the activities of the Company.
(g) The Manager shall cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.
Appears in 4 contracts
Sources: Management Agreement (KKR Private Equity Conglomerate LLC), Management Agreement (KKR Infrastructure Conglomerate LLC), Management Agreement (KKR Private Equity Conglomerate LLC)
Term; Termination Without Cause. (a) This Until this Agreement became effective on is terminated in accordance with its terms, this Agreement shall be in effect until the Effective Date second anniversary of the Acquisition Date, and thereafter this Agreement shall continue in operation be deemed renewed automatically for additional consecutive two-year periods unless a majority of the Board of Directors deliver to the Manager a notice of the Company’s intent to terminate this Agreement at least 30 days prior to renewal date.
(b) In the event that this Agreement is terminated in accordance with the terms hereof.
(bprovisions of Section 13(a) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety (90) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon unanimous vote of the Independent Directors. Upon a Termination Without CauseAgreement, the Company shall pay to the Manager Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the sum of (i) the average of the current Management Fee for the previous three full Contract Years (or such lesser number of full Contract Years as have elapsed) and (ii) all accrued but unpaid Incentive Compensation (including for the then current fiscal year). The obligation of the Company to pay the Termination Fee before or on shall survive the last day of the term termination of this Agreement (the “Effective Termination Date”)Agreement.
(c) The At least thirty (30) days prior to the end of the initial term or any renewal term after the end of the initial term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to terminate renew the Agreement, whereupon this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon shall not be renewed and extended and this Agreement shall terminate effective on the latter end of (i) 180 days from the date such notice is sent then current initial term or (ii) such latter date renewal term, as the Manager case may determine. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c)be.
(d) Except as set forth in this Section 10In addition, a Termination Without Cause of the Manager may at any time, deliver written notice to the Company terminating this Agreement (and specifying the effective termination date) if so ordered by court processes or orders. In such event the Manager will make commercially reasonable efforts to give the Company advance notice. Upon such termination, the Company shall pay the Manager, on the date on which the termination is effect, all additional amounts owed to the Manager, including but not limited to all accrued but unpaid Incentive Compensation (including for the then current fiscal year).
(e) This Agreement will terminate automatically, without further action by any party, if (i) the SPA is terminated or abandoned or (ii) the Acquired Companies or the Businesses are merged with or the assets of which are otherwise combined with or into the Manager.
(f) This Agreement will terminate at the election of the Board of Directors in their sole discretion if a Manager Change of Control shall have occurred or will occur with the passage of time without giving effect to closing conditions or other contingencies if the Manager has entered into a definitive agreement a result of which will be a Manager Change of Control if the subject transaction is consummated.
(g) If this Agreement is terminated pursuant to this Section 10 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 3(e), Section 5, Section 7, Section 8, Section 10(e), Section Sections 13(b) and (d) and Section 14 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.
(h) The Termination Fee is in addition to, and not in lieu of, all other compensation earned or accrued by the Manager through the effective termination date. Notwithstanding anything to the contrary herein, no Termination Fee shall be due and payable in the event this Agreement is terminated pursuant to clause (e) If the Company terminates this Agreement pursuant to this Section 10, the Company shall forfeit any controlling interest in any joint venture.
or (f) If the Company terminates this Agreement pursuant to this above or Section 10, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “EQT,” and the Company, any successor manager or any other Person shall make no further use of “EQT” or any similar name or any derivations thereof in relation to the activities of the Company14(a) below.
(g) The Manager shall cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.
Appears in 3 contracts
Sources: Management and Advisory Agreement, Management and Advisory Agreement (New Media Investment Group Inc.), Management and Advisory Agreement (New Media Investment Group Inc.)
Term; Termination Without Cause. (a) This Agreement became effective on the Effective Date and shall continue in operation unless terminated in accordance with the terms hereof.
(b) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety one hundred eighty (90180) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without causebased upon unsatisfactory performance by the Manager that is materially detrimental to the Company and its Subsidiaries, taken as a whole, terminate this Agreement (a “Termination Without Cause”) upon unanimous vote of the Independent Directors. Upon a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on the last day of the term of this Agreement (the “Effective Termination Date”).
(c) The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 days from the date such notice is sent or (ii) such latter date as the Manager may determine. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c).
(d) Except as set forth in this Section 10, a Termination Without Cause of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(e), Section 5, Section 7, Section 8, Section 10(e), Section 13(b) and Section 14 of this Agreement.
(e) If the Company terminates this Agreement pursuant to this Section 10, the Company shall forfeit any voting or other controlling interest in any joint ventureAsset-Based Finance Asset.
(f) If the Company terminates this Agreement pursuant to this Section 10, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “EQTHPS,” and the Company, any successor manager or any other Person shall make no further use of “EQTHPS” or any similar name or any derivations thereof in relation to the activities of the Company.
(g) The Manager shall use commercially reasonable efforts to cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.
Appears in 2 contracts
Sources: Operating Agreement (HPS Real Assets Lending Co LP), Operating Agreement (HPS Real Assets Lending Co LP)
Term; Termination Without Cause. (a) This Agreement became effective on the Effective Date and shall continue in operation unless terminated in accordance with the terms hereof.
(b) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety one hundred eighty (90180) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon a unanimous vote of the Independent DirectorsDirectors that there has been unsatisfactory performance by the Manager that is materially detrimental to the Company and its Subsidiaries taken as a whole. Upon a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on the last day of the term of this Agreement (the “Effective Termination Date”).
(c) The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 days from the date such notice is sent or (ii) such latter date as the Manager may determine. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c).
(d) Except as set forth in this Section 10, a Termination Without Cause of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(e3(b), Section 5, Section 7, Section 8, Section 10(e), Section 13(b) and Section 14 of this Agreement.
(e) If the Company terminates this Agreement pursuant to this Section 10, the Company shall forfeit any controlling interest in any joint venture.
(f) If the Company terminates this Agreement pursuant to this Section 10, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “EQTKKR,” and the Company, any successor manager or any other Person shall make no further use of “EQTKKR” or any similar name or any derivations thereof in relation to the activities of the Company.
(g) The Manager shall cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.
Appears in 2 contracts
Sources: Management Agreement (KKR Infrastructure Conglomerate LLC), Management Agreement (KKR Infrastructure Conglomerate LLC)
Term; Termination Without Cause. (a) This Agreement became effective on the Effective Date and shall continue in operation unless terminated in accordance with the terms hereof.
(b) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety (90) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon a unanimous vote of the Independent Directors. Upon a Termination Without Cause, the Company shall pay (or cause the Series to pay) the Manager the Termination Fee before or on the last day of the term of this Agreement (the “Effective Termination Date”).
(c) The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 one hundred eighty (180) days from the date such notice is sent or (ii) such latter date as the Manager may determine. The Company is not required to pay (or cause the Series to pay) to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c).
(d) Except as set forth in this Section 10, a Termination Without Cause of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(e3(b), Section 5, Section 7, Section 8, Section 10(e), Section 13(b) and Section 14 of this Agreement.
(e) If the Company terminates this Agreement pursuant to this Section 10, the Company and each Series shall forfeit (and shall cause each Series to forfeit) any controlling interest in any joint venture.
(f) If the Company terminates this Agreement pursuant to this Section 10, the Company shall, before the Effective Termination Date, the Company shall, upon the Manager’s request, cause the name of the Company and each Series to be changed to omit reference to “EQTI Squared,” and the CompanyCompany and each Series, any successor manager or any other Person shall make no further use of “EQTI Squared” or any similar name or any derivations thereof in relation to the activities of the CompanyCompany or the Series.
(g) The Manager shall cooperate, at the expense of the Company (provided, however, that the Company may cause such expense to be paid by any applicable Series in accordance with the Company’s expenseGoverning Agreements), with the Company in executing an orderly transition of the management of the Company’s consolidated assets of the Company generally and the Series to a new manager.
Appears in 2 contracts
Sources: Management Agreement (ISQ Open Infrastructure Co LLC), Management Agreement (ISQ Open Infrastructure Co LLC)
Term; Termination Without Cause. (a) This Until this Agreement became effective on is terminated in accordance with its terms, this Agreement shall be in effect until the Effective Date second anniversary of the Acquisition Date, and thereafter this Agreement shall continue in operation be deemed renewed automatically for additional consecutive two-year periods unless a majority of the Board of Directors delivers to the Manager a notice of the Company’s intent to terminate this Agreement at least 30 days prior to renewal date.
(b) In the event that this Agreement is terminated in accordance with the terms hereof.
(bprovisions of Section 13(a) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety (90) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon unanimous vote of the Independent Directors. Upon a Termination Without CauseAgreement, the Company shall pay to the Manager Manager, on the date on which such termination is effective, a termination fee (the “Termination Fee”) equal to the sum of (i) the average of the current Management Fee for the previous three full Contract Years (or such lesser number of full Contract Years as have elapsed) and (ii) all accrued but unpaid Incentive Compensation (including for the then current fiscal year). The obligation of the Company to pay the Termination Fee before or on shall survive the last day of the term termination of this Agreement (the “Effective Termination Date”)Agreement.
(c) The At least thirty (30) days prior to the end of the initial term or any renewal term after the end of the initial term, the Manager may deliver written notice to the Company informing it of the Manager’s intention not to terminate this Agreement upon no less than one hundred eighty (180) days’ noticerenew the Agreement, whereupon this Agreement shall not be renewed and extended and this Agreement shall terminate effective on at the latter end of (i) 180 days from the date such notice is sent then current initial term or (ii) such latter date renewal term, as the Manager case may determine. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c)be.
(d) Except as set forth in this Section 10In addition, a Termination Without Cause of the Manager may at any time, deliver written notice to the Company terminating this Agreement (and specifying the effective termination date) if so ordered by court processes or orders. In such event the Manager will make commercially reasonable efforts to give the Company advance notice. Upon such termination, the Company shall pay the Manager, on the date on which the termination is effect, all additional amounts owed to the Manager, including but not limited to all accrued but unpaid Incentive Compensation (including for the then current fiscal year).
(e) This Agreement will terminate automatically, without further action by any party, if (i) the SPA is terminated or abandoned or (ii) the Acquired Companies or the Businesses are merged with or the assets of which are otherwise combined with or into the Manager.
(f) This Agreement will terminate at the election of the Board of Directors in their sole discretion if a Manager Change of Control shall have occurred or will occur with the passage of time without giving effect to closing conditions or other contingencies if the Manager has entered into a definitive agreement a result of which will be a Manager Change of Control if the subject transaction is consummated.
(g) If this Agreement is terminated pursuant to this Section 10 13, such termination shall be without any further liability or obligation of either party to the other, except as provided in Section 3(e), Section 5, Section 7, Section 8, Section 10(e), Section Sections 13(b) and (d) and Section 14 16 of this Agreement. In addition, Section 11 of this Agreement shall survive termination of this Agreement.
(h) The Termination Fee is in addition to, and not in lieu of, all other compensation earned or accrued by the Manager through the effective termination date. Notwithstanding anything to the contrary herein, no Termination Fee shall be due and payable in the event this Agreement is terminated pursuant to clause (e) If the Company terminates this Agreement pursuant to this Section 10, the Company shall forfeit any controlling interest in any joint venture.
or (f) If the Company terminates this Agreement pursuant to this above or Section 10, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “EQT,” and the Company, any successor manager or any other Person shall make no further use of “EQT” or any similar name or any derivations thereof in relation to the activities of the Company14(a) below.
(g) The Manager shall cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.
Appears in 1 contract
Sources: Management and Advisory Agreement (GateHouse Media, Inc.)
Term; Termination Without Cause. (a) This Agreement became effective on the Effective Date and shall continue in operation unless terminated in accordance with the terms hereof.
(b) Notwithstanding any other provision of this Agreement to the contrary, with not less than ninety (90) days’ prior written notice to the Manager (the “Termination Notice”), the Company may, without cause, terminate this Agreement (a “Termination Without Cause”) upon a unanimous vote of the Independent Directors. Upon a Termination Without Cause, the Company shall pay the Manager the Termination Fee before or on the last day of the term of this Agreement (the “Effective Termination Date”).
(c) The Manager may deliver written notice to the Company informing it of the Manager’s intention to terminate this Agreement upon no less than one hundred eighty (180) days’ notice, whereupon this Agreement shall terminate effective on the latter of (i) 180 days from the date such notice is sent or (ii) such latter date as the Manager may determine. The Company is not required to pay to the Manager the Termination Fee if the Manager terminates this Agreement pursuant to this Section 10(c).
(d) Except as set forth in this Section 10, a Termination Without Cause of this Agreement pursuant to this Section 10 shall be without any further liability or obligation of either party to the other, except as provided in Section 3(e3(b), Section 5, Section 7, Section 8, Section 10(e), Section 13(b) and Section 14 of this Agreement.
(e) If the Company terminates this Agreement pursuant to this Section 10, the Company shall forfeit any controlling interest in any joint venture.
(f) If the Company terminates this Agreement pursuant to this Section 10, the Company shall, before the Effective Termination Date, cause the name of the Company to be changed to omit reference to “EQTKKR,” and the Company, any successor manager or any other Person shall make no further use of “EQTKKR” or any similar name or any derivations thereof in relation to the activities of the Company.
(g) The Manager shall cooperate, at the Company’s expense, with the Company in executing an orderly transition of the management of the Company’s consolidated assets to a new manager.
Appears in 1 contract
Sources: Management Agreement (KKR Infrastructure Conglomerate LLC)