Post-Closing Manager means the contemplated manager of the Business on the Purchaser's behalf following the Closing. The Post-Closing Manager shall be Love Management Company, LLC, a Missouri limited liability company d/b/a ALLEGRO MANAGEMENT COMPANY.
A Post-Closing Management Agreement duly executed by the applicable Post-Closing Manager.
For clarity, an Acquired Vessel will include a vessel, other than a New Building Vessel, subject to a finance or operating lease with a minimum term of five years to which Purchaser, GCI or Blue Water or any of their Subsidiaries or affiliates (including any company, joint venture or partnership directly or indirectly actually controlled by Purchaser, GCI or Blue Water or any combination of them) is the lessee and that is managed by a Post-Closing Manager.
Without the prior consent of Sellers, Purchaser shall not (a) voluntarily terminate, or amend in a manner that would materially and adversely affect the Sellers with respect to the Fleet Growth Payments to be paid by Purchaser pursuant to Section 3.6, any Management Agreement, or (b) cause any New Building Vessels or Acquired Vessels to be supervised, operated or technically managed by any person or entity other than a Post-Closing Manager.
Acquired Vessel means, without duplication, any container vessel acquired (pursuant to an asset purchase, share purchase, merger or otherwise) by Purchaser, GCI or Blue Water or any of their Subsidiaries or affiliates and managed by a Post-Closing Manager.