Existing Advisory Contract definition

Existing Advisory Contract means any existing investment advisory, sub-advisory, investment management, trust or similar Contract that any Transferred Entity has with any Fund or Advisory Client as of the Closing or the date of this Agreement, as applicable.
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Existing Advisory Contract means an Advisory Contract with a Client in existence on the date hereof;
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Examples of Existing Advisory Contract in a sentence

  • To the extent consistent with applicable Law or SEC or FINRA pronouncements or unless affirmative approval, consent or action, if any, is required under an applicable Existing Advisory Contract, such approval, consent or other action may take the form of a so-called implied or negative consent.

  • For any Contingent Account that exists at the Closing Measurement Date, Buyer shall use its reasonable best efforts to cause such Contingent Account to not terminate the applicable Existing Advisory Contract prior to the end of the True-Up Period.

  • For any Contingent Account (as determined under clause (a)(ii) or (iii) of such definition) that exists at the Closing Measurement Date, Buyer shall use its reasonable best efforts to cause such Contingent Account not to terminate the applicable Existing Advisory Contract prior to the end of the True-Up Period.

  • Each Existing Advisory Contract subject to Section 15 of the Investment Company Act has been duly approved, continued and at all times in the past three years has been in compliance with the Investment Company Act, except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Xxx Xxxxxx Material Adverse Effect.

  • Buyer agrees to use and to cause each of its Subsidiaries to use its reasonable best efforts to cooperate with Seller and its Affiliates in their efforts so to satisfy the Assignment Requirements with respect to each Existing Advisory Contract (and to obtain the “interim” new advisory contracts described in Section 7.05(b)(i)(B)).

  • To the extent consistent with applicable Law and SEC and FINRA pronouncements, unless affirmative approval, consent or action is required under the applicable Existing Advisory Contract, such approval, consent or other action may take the form of a so-called implied or negative consent (including such consent obtained pursuant to the process described in clause (y)(2) of the second sentence of Section 7.05(d)).

  • Each such Existing Advisory Contract has been performed by the Xxx Xxxxxx Business in the past three years in accordance with its terms, except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Xxx Xxxxxx Material Adverse Effect.

  • For the avoidance of doubt, the parties agree that, with respect to the Existing Advisory Contract for a UIT Fund, the consent or approval of the trustee of such Fund shall be sufficient for all purposes under this Agreement.

  • FACM currently serves as Investment Advisor for the Fund under an Investment Advisory and Administrative Contract (the Existing Advisory Contract) dated August 15, 1995 and which was amended on October 9, 1995 and March 20, 1996.

  • Xxxx Advisory hereby transfers and assigns to the Advisor all of its right in the Existing Advisory Contract (other than fees, reimbursement of expenses and rights to indemnity related to the period prior to October 1, 2005) and agrees to the termination of the Assignment and Guaranty.

Related to Existing Advisory Contract

  • Existing Management Agreement means that certain management agreement between the Seller and the Existing Manager for the operation and management of the Hotel.

  • Eligible Operating Advisor An entity (i) that is the special servicer or operating advisor on a transaction rated by any of Moody’s, Fitch, KBRA, S&P and/or DBRS Morningstar but has not been the special servicer or operating advisor on a transaction for which Moody’s, Fitch, KBRA, S&P and/or DBRS Morningstar has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five years of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets, (iii) that can and will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iv) that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any Mortgage Loan Seller, any Directing Holder, any Consulting Party or a depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates, (v) that has not been paid any fees, compensation or other remuneration by any entity acting as Special Servicer or successor Special Servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation of the replacement of the Special Servicer or the appointment of a successor special servicer to become the Special Servicer and (vi) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates, the Uncertificated VRR Interest, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor or any fees to which it is entitled as Asset Representations Reviewer, if the Person acting as Operating Advisor is also acting as Asset Representations Reviewer.

  • Master Services Agreement means that master services agreement among the Limited Partnership, the Company, Teekay Corporation and Brookfield XX XXXX L.P. dated as of the date hereof.

  • Operating Advisor means the operating advisor appointed as provided in the Lead Securitization Servicing Agreement.

  • Property Management Agreement means any Property Management Agreement between the Company and the Property Manager.

  • Permitted Special Servicer/Affiliate Fees Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency fees, and appraisal review fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Serviced Loan or REO Property, in each case, in accordance with Article III of this Agreement.

  • Operating Advisor Fee With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) and any Distribution Date, an amount accrued during the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier REMIC.

  • Subservicing Agreement The written contract between the Master Servicer and any Subservicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02, generally in the form of the servicer contract referred to or contained in the Program Guide or in such other form as has been approved by the Master Servicer and the Depositor.

  • Program Support Agreement means and includes any Liquidity Agreement and any other agreement entered into by any Program Support Provider providing for: (a) the issuance of one or more letters of credit for the account of any Conduit Purchaser, (b) the issuance of one or more surety bonds for which the such Conduit Purchaser is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, (c) the sale by such Conduit Purchaser to any Program Support Provider of the Purchased Interest (or portions thereof) maintained by such Conduit Purchaser and/or (d) the making of loans and/or other extensions of credit to any Conduit Purchaser in connection with such Conduit Purchaser’s securitization program contemplated in this Agreement, together with any letter of credit, surety bond or other instrument issued thereunder.

  • Additional Special Servicing Compensation As defined in Section 3.11(d).

  • Program Agreements means, collectively, this Agreement, the Guaranty, the Custodial Agreement, the Pricing Side Letter, the Electronic Tracking Agreement, the Power of Attorney, the Servicing Agreement, if any, the Servicer Notice, if entered into and, with respect to each Exception Mortgage Loan, a Purchase Confirmation.

  • Interim Servicing Agreement The agreement to be entered into by the Purchaser and the Interim Servicer, providing for the Interim Servicer to service the Mortgage Loans as specified by the Interim Servicing Agreement.

  • Additional Servicing Compensation means any servicing compensation (other than Servicing Fees, Special Servicing Fees, Workout Fees or Liquidation Fees) that any Servicer is entitled to retain under the Servicing Agreement.

  • Servicing Arrangement is defined in Section 11.06(b).

  • Regulatory Services Agreement means the agreement between BSEF and the Regulatory Services Provider whereby the Regulatory Services Provider provides market surveillance and trade practice surveillance functions as well as other compliance related services to the SEF operated by BSEF.

  • Back-Up Servicing Agreement means that certain Back-Up Servicing Agreement to be entered into by and among the Company, the Administrative Agent and the Back-Up Servicer, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

  • Special Servicing Compensation With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which shall be due to the Special Servicer.

  • Credit Enhancement Agreements means, collectively, any documents, instruments, guarantees or agreements entered into by the Issuer, any of its Restricted Subsidiaries or any Securitization Entity for the purpose of providing credit support (that is reasonably customary as determined by Issuer’s senior management) with respect to any Permitted Funding Indebtedness or Permitted Securitization Indebtedness.

  • Vendor Agreement means a contractual agreement for ancillary services or commodities which are not material for the provision of services under the head contract.

  • Master Servicing Compensation The meaning specified in Section 3.14.

  • Program Agreement means an agreement between the Contractor and DSHS containing special terms and conditions, including a statement of work to be performed by the Contractor and payment to be made by DSHS.

  • Subservicing Agreements As defined in Section 3.02(a).

  • Credit Enhancement Agreement means the Agreement among the Sellers, the Master Servicer, the Trustee and the Credit Enhancement Provider with respect to the Credit Enhancement.

  • Advisory Agreement means the agreement between the General Partner, the Advisor and the other parties named therein pursuant to which the Advisor will direct or perform the day-to-day business affairs of the General Partner.

  • Existing Agreements means the [*****].