Transition of Management Sample Clauses

Transition of Management. Effective as of Closing Date, Collingwood shall (i) first cause the current officers (including himself and including those officers that are not the Individual Defendants) (the “Non-Party Management”), as listed on Schedule 13.1 to this Agreement, to resign as officers and to cause the board of directors of the Companies to appoint those persons designated by NIR to be the officers of the Companies, (ii) to the extent applicable have the shareholders appoint new directors or replacement directors for the Companies, and (iii) following the occurrence of (i) and (ii) above, Collingwood shall cause the current directors (including himself and others that make up the Non-Party Management) to resign as directors of the Companies. Collingwood agrees to cooperate with the Companies and NIR in good faith and to use best efforts as reasonably necessary and as requested by the Companies and NIR in order to transition the business and ownership of the Companies in a manner that minimizes any disruption to the operation of the Companies’ business following Closing, for a period of time that should be approximately two (2) weeks from the date of the Closing; provided, however, if NIR is in need of actions to be taken by Collingwood for a reasonable period following the two week period he agrees to so cooperate.

Transition of Management. Upon any termination or expiration of this Agreement for any reason whatsoever, Owner expressly agrees that Operator may remove any of its documents which are proprietary to Operator (including, without limitation, employee files, manuals, software programs, stored data, and internal correspondence of a proprietary nature) but specifically excluding financial records, documents, customer databases, future room and other reservations, correspondence or other materials proprietary to the Hotel or that are otherwise the property of Owner pursuant to the terms hereof. Operator shall have the right to make copies of all other non-proprietary files and information relating to its management of the Hotel. Upon such termination or expiration, within twenty (20) days of billing thereof, Owner shall pay to Operator, in addition to any other amounts due pursuant to this Agreement (a) Operator’s reasonable out-of-pocket costs incurred by reason of request by Owner for assistance after termination of this Agreement and not otherwise reasonably expected of Operator in the orderly termination of its operations at the Hotel, (b) any unpaid fees and other charges and reimbursements due Operator hereunder that have accrued and are due and owing to Operator pursuant to the terms of this Agreement, and (c) to the extent reasonable and consistent with Operator’s standard practices and industry standards, termination-related employee expenses, including payments of accrued and earned sick and vacation time, pension, bonus and other termination payments due to employees.

Transition of Management. Prior to October 1991, the Company's Chief Executive Officer was Xxxxxxx Xxxxxxx and its Vice President - Financial was Xxxxxx Xxxxxxxx. Messrs. XxXxxx and Bedrich, the current Chief Executive officer and Chief Financial officer, respectively, of the Company, assumed their respective positions in October, 1991 and November, 1992. Although Xx. XxXxxx served in various capacities for the Company since 1990, including as Chief Operating officer thereof, and although both Messrs. Bedrich and XxXxxx have extensive management experience generally, Messrs. XxXxxx and Bedrich have served only briefly in their current respective positions.

Transition of Management. Sellers shall use all reasonable efforts to provide Purchaser or its authorized agent reasonable access to the Property in order to prepare for an orderly transition of management thereof and shall cause Owner to maintain adequate staff for the management of the Property in connection with current practice.