Appointment of Advisers. (a) The Parties acknowledge and agree that the advisers listed on Schedule 3 hereto (the “Joint Advisers”) have been retained in connection with the Original Transactions and the Transactions and the fees and expenses of the Joint Advisers (other than any fees or expenses related to the Due Diligence) shall be treated as Original Shared Transaction Expenses, Subsequent Shared Transaction Expenses or Shared Transaction Expenses, as applicable, and reimbursable in accordance with Section 1.5. If the Investors wish to jointly retain any additional adviser or consultant (other than the Joint Advisers) in connection with the Transactions the fees and expenses of which are to be treated as Shared Transaction Expenses, such retention shall be subject to each Investor’s prior written consent, and each Investor shall confirm in writing prior to such retention that the fees and expenses incurred by such adviser or consultant (other than any fees or expenses related to the Due Diligence) will be treated as Subsequent Shared Transaction Expenses and reimbursable in accordance with Section 1.5.
(b) The Applicable Sponsors acknowledge and agree that the advisers listed on Schedule 4 hereto (the “Joint DD Advisers”) have been retained in connection with the Due Diligence and the fees and expenses of the Joint DD Advisers as they relate to the Due Diligence shall be treated as Shared DD Expenses and reimbursable pursuant to Section 1.5. If the Applicable Sponsors wish to jointly retain any additional adviser or consultant (other than the Joint DD Advisers) in connection with the Due Diligence, such retention shall be subject to each Applicable Sponsor’s prior written consent, and each Applicable Sponsor shall confirm in writing prior to such retention that the fees and expenses incurred by such adviser or consultant as they relate to the Due Diligence will be treated as Shared DD Expenses and reimbursable pursuant to Section 1.5.
(c) Other than the Joint Advisers, Joint DD Advisers and Applicable Subsequent Investor Advisors, as applicable, if a Party requires separate representation in connection with specific issues arising out of the Transactions, such Party may retain other advisers or consultants to advise it; provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Sections 1.5(b), (d) and (e), be solely responsible for the fees and expenses of such separate advisers or consultants, unless each Party or each Appl...
Appointment of Advisers. The Administrator, or the Trustee with the consent of the Administrator, may appoint counsel, specialists, advisers, and other persons as the Administrator or the Trustee deems necessary or desirable in connection with the administration of this Plan.
Appointment of Advisers. (a) The Bondholders’ Representative may, when it deems necessary, at the reasonable cost and expense of the Issuer, engage any lawyers or other experts reasonably believed by it to be of good reputation and shall use its reasonable endeavour to, as soon as reasonably practicable, advise the Issuer of such engagement and any cost and expense which may be incurred, and obtain any advice from them, and rely on any advice so obtained and shall be protected and shall incur no liability in respect of any action taken or omitted to be taken in accordance with such advice in good faith, except where it acts or omits to act with gross negligence or wilful misconduct in the selection of such lawyers or other experts, provided that such engagement of lawyers or other experts is in respect of:
(i) the compliance and/or enforcement of any provisions of the Transaction Documents;
(ii) any actual or proposed amendment, waiver or consent requested by the Issuer relating to the Transaction Documents;
(iii) any Event of Default or breach of or default under, the Bonds and the Conditions or any issue or dispute that may arise in connection with the Transaction Documents; or
(iv) the performance by the Bondholders’ Representative of any obligations of the Issuer under the Transaction Documents which the Issuer has failed or refused to perform.
(b) The Issuer shall bear any actual and reasonable fees, costs or expenses incurred by the Bondholders’ Representative in engaging any such lawyers or other experts pursuant to Clause 3.1(a) above, provided that: (i) such fees and expenses have not been incurred by the Bondholders Representative by reason of its gross negligence, fraud, wilful misconduct or breach of the Transaction Documents or applicable law; and (ii) for any such fees, cost and expenses (other than those incurred or to be incurred for the purpose of or in connection with making any claim against the Issuer and/or the Guarantor) which exceeds Baht 300,000 per annum, the Bondholders’ Representative has obtained a prior written approval thereof from the Issuer. In connection with (ii) above, the Bondholders’ Representative may proceed to incur the said fees, costs and expenses without the Issuer’s prior written approval if such approval is unreasonably withheld or not given in a timely manner by the Issuer.
Appointment of Advisers. The Administrator may appoint counsel, specialists, advisers, agents (including nonfiduciary agents) and other persons as the Administrator deems necessary or desirable in connection with the administration of this Plan, including but not limited to agents and advisers to assist with the administration and management of the Plan, and thereby to provide, among such other duties as the Administrator may appoint, assistance with maintaining Plan records and the providing of investment information to the Plan's investment fiduciaries and, if applicable, to Plan Participants.
Appointment of Advisers. The Manager hereby appoints WHV and Hirayama Investments to act as investment advisers for an Allocated Portion of the Portfolio, subject to the supervision and oversight of the Manager and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Advisers will be independent contractors and will have no authority to act for or represent the Trust or the Manager in any way or otherwise be deemed agents of the Trust or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and each Adviser.
Appointment of Advisers. (a) The Trust hereby appoints each Adviser to act as investment adviser to the Trust and the New Funds for the periods and on the terms herein set forth. Each Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided.
(b) In the event that the Trust establishes one or more portfolios other than the New Funds with respect to which it desires to retain the Advisers to act as investment adviser hereunder, it shall notify the Advisers in writing. If the Advisers are willing to render such services under this Agreement they shall notify the Trust in writing whereupon such portfolio shall become a Fund hereunder and shall be subject to the provisions of this Agreement to the same extent as the New Funds, except to the extent that said provisions (including those relating to the compensation payable by the Trust to the Advisers) are modified with respect to such Fund in writing by the Trust and the Advisers at the time.
Appointment of Advisers. The Facility Agent may at any time:
(a) appoint such advisers as it considers necessary (acting reasonably and with the prior consent of the Borrower (not to be unreasonably withheld)) to act on behalf of the Finance Parties in relation to the Project; and
(b) if any adviser resigns or its appointment ceases or is terminated, appoint a replacement to such advisers with the prior written consent of the Borrower (not to be unreasonably withheld).
Appointment of Advisers. With the agreement of the Parties the County Council will appoint advisers for the Excellent Homes For All Project including, without limitation, lawyers, financial advisers, technical advisers, project managers, and such other advisers as the Parties shall deem necessary. Where any of the parties wish to have independent advice from a party other than the Advisors with respect to the project, the cost of any such additional advice and any project development costs resulting from the procurement of such additional advice shall be borne by those parties who have procured it.
Appointment of Advisers. 14 2.7 INFORMATION FROM EMPLOYER ........................................14 2.8
Appointment of Advisers. (a) The Parties acknowledge and agree that the advisers listed on Schedule 2 hereto (the "Advisers") have been retained in connection with the Transactions and the fees and expenses of the Advisers shall be treated as Shared Transaction Expenses and reimbursable pursuant to Section 1.8. If the Investors wish to jointly retain any additional adviser or consultant (other than the Advisers) in connection with Transactions, such retention shall be subject to each Investor's prior written consent, and each Investor shall confirm in writing prior to such retention that the fees and expenses incurred by such adviser or consultant will be treated as Shared Transaction Expenses and reimbursable pursuant to Section 1.8.
(b) Other than the Advisers, if a Party requires separate representation in connection with specific issues arising out of the Transactions, such Party may retain other advisers or consultants to advise it, provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Sections 1.8(b), (d) and (e), be solely responsible for the fees and expenses of such separate advisers or consultants, unless each Party agrees in writing that the fees and expenses incurred by such separate advisers or consultants will be treated as Shared Transaction Expenses and reimbursable pursuant to Section 1.8.
