Example ContractsClausesApplication of Management Fee
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Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

Application. The provisions of this Section 16 apply to Participants who are employed by the Corporation or an Affiliate located in the United States and are subject to the laws of the United States as of the date of termination of the Participant's employment; provided, however, that to the extent the Participant is asked to execute an employment or other agreement with the Corporation or any Affiliate containing non-competition, non-solicitation, confidentiality or non-disparagement restrictions or similar restrictions (a “stand-alone restrictive covenant agreement”) after execution of this Award Agreement, the stand-alone restrictive covenant agreement and related enforcement provisions shall govern and the provisions of this Section 16 shall not apply. Notwithstanding the foregoing, sub-section # below shall apply in any case. For the avoidance of doubt, the provisions of this Section 16 shall supersede any restrictive covenants the Participant has entered into with the Corporation or any Affiliate prior to execution of this Award Agreement.

Effective as of January 1, 2022 (the “Effective Date”) through March 24, 2022 (the “Termination Date”) (the “Waived Period”), we hereby agree to calculate the Base Management Fee as indicated below (defined below as the “Reduced Base Management Fee”), and to waive such portion of the Base Management Fee that is in excess of the Reduced Base Management Fee that the Adviser would otherwise be entitled to receive under the Current Investment Advisory Agreement prior to the Effective Date.

Section # Management Fee.

Transportation Management. Tenant shall fully comply with all present or future governmentally mandated programs intended to manage parking, transportation or traffic in and around the Project and/or the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises as required by law by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities. Such programs may include, without limitation: # restrictions on the number of peak-hour vehicle trips generated by Tenant; # increased vehicle occupancy; # implementation of an in-house ridesharing program and an employee transportation coordinator; # working with employees and any Project, Building or area-wide ridesharing program manager; # instituting employer-sponsored incentives (financial or in-kind) to encourage employees to rideshare; and # utilizing flexible work shifts for employees.

Management Letters. Promptly upon receipt thereof, a copy of any management letter or written report submitted to Borrower or any of its Subsidiaries by independent certified public accountants with respect to the business, condition (financial or otherwise), operations, prospects, or Properties of Borrower or any of its Subsidiaries;

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Management Period. As used in this Management Agreement, the term “Management Period” shall mean the period commencing on the date of this Management Agreement, and ending on the earlier to occur of: # Final Closing under the Purchase Agreement (i.e. to occur upon receipt of all Closing Approvals (as defined in the Purchase Agreement)) of # the FCC, including the revised Compliance Plan; and # the ETC Designations); and # the ninety ninth (99th) anniversary of the effective date of this Management Agreement, unless extended or terminated by mutual agreement of the Parties.

Management Agreement. At the Closing, the Purchaser and [[Organization A:Organization]] shall enter into the Management Agreement in the form of [Exhibit E] attached hereto (“Management Agreement”).

Cash Management. On or before the Fourth Amendment Closing Date, the Loan Parties shall establish their primary depository and treasury management relationships with Wells Fargo or one or more of its Affiliates and will maintain such depository and treasury management relationships at all times during the term of the Agreement.

Management Incentive. In addition to the Base Salary, the Executive will be eligible to receive an annual MIP Target payment under Adtalem’s annual Management Incentive Plan, as in effect from time to time, upon the achievement of specific Adtalem-wide and personal performance goals that will be determined each fiscal year by the Executive’s direct supervisor and/or the Compensation Committee as necessary and appropriate to comply with Adtalem policy; provided, however, the MIP Award may be based on a higher or lower percentage of the MIP Target for performance which is in excess of target goals or below target goals, respectively. Any MIP Award due and owing hereunder with respect to any fiscal year shall be paid no later than the fifteenth day of the third month following the end of Adtalem’s fiscal year in which the MIP Award was earned.

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