Common use of Appointment of Advisors Clause in Contracts

Appointment of Advisors. (a) The Parties agree that Centurium, as a representative authorized by the Initial Consortium Members, shall have the right to engage (including the scope and engagement terms), terminate or change all joint Advisors to the Buyer Consortium in connection with the Transaction (such joint Advisors to the Buyer Consortium engaged by the Majority Initial Consortium Members in accordance with this Section 2.2(a), the “Joint Advisors”). The Parties agree and acknowledge that Kxxxxxxx & Exxxx and Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx have been jointly selected by the Buyer Consortium as the co-U.S. legal counsel, Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Hxxxxx Westwood & Riegels and Fangda Partners have been jointly selected by the Buyer Consortium as Hong Kong legal counsel, Cayman Islands legal counsel and PRC legal counsel, respectively, to represent the Buyer Consortium in connection with the Transaction and shall be “Joint Advisors” under this Agreement. (b) Except as otherwise provided in Section 2.2(a), if a Party requires separate representation in connection with specific issues arising out of the Transaction, such Party may retain other Advisors to advise it, provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Section 3.1(a), be solely responsible for the fees and expenses of such separate Advisors unless each Initial Consortium Member agrees in writing that the fees and expenses incurred by such separate Advisor will be treated as the transaction expenses of the Buyer Consortium and reimbursable pursuant to Article III.

Appointment of Advisors. (a) The Parties agree that Centurium, as a representative authorized by the Initial Consortium Members, shall have the right to engage (including the scope and engagement terms), terminate or change all joint Advisors to the Buyer Consortium in connection with the Transaction (such joint Advisors to the Buyer Consortium engaged by the Majority Initial Consortium Members in accordance with this Section 2.2(a), the “Joint Advisors”). The Parties agree and acknowledge that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx and Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx Xxxxxx have been jointly selected by the Buyer Consortium as the co-U.S. legal counsel, Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Hxxxxx Xxxxxx Westwood & Riegels and Fangda Partners have been jointly selected by the Buyer Consortium as Hong Kong legal counsel, Cayman Islands legal counsel and PRC legal counsel, respectively, to represent the Buyer Consortium in connection with the Transaction and shall be “Joint Advisors” under this Agreement. (b) Except as otherwise provided in Section 2.2(a), if a Party requires separate representation in connection with specific issues arising out of the Transaction, such Party may retain other Advisors to advise it, provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Section 3.1(a), be solely responsible for the fees and expenses of such separate Advisors unless each Initial Consortium Member agrees in writing that the fees and expenses incurred by such separate Advisor will be treated as the transaction expenses of the Buyer Consortium and reimbursable pursuant to Article III.

Appointment of Advisors. (a) The Parties Consortium Members shall agree that Centurium, as a representative authorized by the Initial Consortium Members, shall have the right to engage (including the scope and engagement terms), terminate or change terms of all joint Advisors to Parent and/or the Buyer Consortium Members in connection with the Transaction (such joint Advisors to the Buyer Consortium engaged by the Majority Initial Consortium Members in accordance with this Section 2.2(a)Transaction. Skadden, the “Joint Advisors”). The Parties agree Arps, Slate, Xxxxxxx & Xxxx LLP and acknowledge that Kxxxxxxx & Exxxx and Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx Xxxxx have been jointly selected by the Buyer Consortium Members as the co-U.S. legal counsel, Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Hxxxxx Westwood & Riegels and Fangda Partners have been jointly selected by the Buyer Consortium as Hong Kong legal counsel, Cayman Islands international legal counsel and PRC legal counsel, respectively, to represent the Buyer Consortium consortium in connection with the Transaction and shall be “Joint Advisors” under this AgreementTransaction. (b) Except as otherwise provided in Section 2.2(a), if If a Party Consortium Member requires separate representation in connection with specific issues arising out of the TransactionProposal or the Transaction or other matters contemplated by the Documentation, such Party it may retain other Advisors to advise it, provided that such Party . Each Consortium Member which engages separate Advisors shall (i) provide prior notice to the other Parties Consortium Members of such retention engagement together with an estimate of fees and expenses of such Advisors. Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP is acting as international counsel to Carlyle in connection with the Transaction and Xxxxxxxx & Xxxxx is acting as international counsel to Sequoia in connection with the Transaction (ii) subject in addition to Section 3.1(aeach acting as the international counsel to the consortium, with the scope and engagement terms of such separate legal Advisor having been deemed approved by the Consortium Members), . Each Consortium Member which engages any separate Advisors shall be solely responsible for the fees and expenses of any such separate Advisors unless each Initial the scope and engagement terms of such separate Advisors have been approved by the Consortium Member agrees Members, in writing that the which case such Advisor shall not be deemed a separate Advisor and all fees and expenses incurred by of such separate Advisor will shall be treated allocated as between the transaction expenses of the Buyer Consortium and reimbursable pursuant to Article IIIMembers as provided in Section 3.01.

Appointment of Advisors. (a) The Parties agree that Centurium, as a representative authorized by the Initial Consortium Members, Sponsor shall have the sole right to engage (including to determine the scope and engagement terms), terminate or change all joint Advisors to the Buyer Consortium in connection with the Transaction (such joint Advisors to the Buyer Consortium engaged by the Majority Initial Consortium Members in accordance with this Section 2.2(a)Consortium, the “Joint Advisors”). The , provided that Sponsor shall first consult with the other Parties prior to any such engagement, termination or change, and provided further that the Parties agree and acknowledge that Kxxxxxxx Xxxxxx Xxxx & Exxxx and Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx have LLP has been jointly selected by the Buyer Consortium as the co-U.S. legal counsel, Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Hxxxxx Westwood & Riegels and Fangda Partners have been jointly selected by the Buyer Consortium as Hong Kong legal counsel, Cayman Islands legal counsel and PRC legal counsel, respectively, to represent the Buyer Consortium in connection with the Transaction and shall be a “Joint AdvisorsAdvisor” under this Agreement. (b) Except as otherwise provided in Section 2.2(a), if a Party requires separate representation in connection with specific issues arising out of the Transaction, such Party may retain other Advisors to advise it, provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Section 3.1(a), be solely responsible for the fees and expenses of such separate Advisors unless each Initial Consortium Member Party agrees in writing that the fees and expenses incurred by such separate Advisor will be treated as the transaction expenses of the Buyer Consortium and will be reimbursable or shared ratably, as the case may be, pursuant to Article III. The Parties agree and acknowledge that Xxxxxx Xxxx & Xxxxxxxx LLP has also been selected by Sponsor as its U.S. legal counsel in connection with the Transaction and the fee and expenses incurred by Xxxxxx Xxxx & Xxxxxxxx LLP will be treated as the transaction expenses of the Buyer Consortium and will be reimbursable or shared ratably, as the case may be, pursuant to Article III.

Appointment of Advisors. (a) The Parties agree that Centurium, as a representative authorized by the Initial Consortium Members, shall have the right to engage (including the scope and engagement terms), terminate or change all joint Advisors to the Buyer Consortium in connection with the Transaction (such joint Advisors to the Buyer Consortium engaged by the Majority Initial Consortium Members in accordance with this Section 2.2(a), the “Joint Advisors”). The Parties agree and acknowledge that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx and Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx Xxxxxx have been jointly selected by the Buyer Consortium as the co-U.S. legal counsel, Wxxxxx Xxxxxx Westwood & Riegels, Xxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Hxxxxx Westwood & Riegels Xxxxxx and Fangda Partners have been jointly selected by the Buyer Consortium as Hong Kong Cayman Islands legal counsel, Cayman Islands Hong Kong legal counsel and PRC legal counsel, respectively, to represent the Buyer Consortium in connection with the Transaction and shall be “Joint Advisors” under this Agreement. (b) Except as otherwise provided in Section 2.2(a), if If a Party requires separate representation in connection with specific issues arising out of the Transaction, such Party may retain other Advisors to advise it, provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Section 3.1(a), be solely responsible for the fees and expenses of such separate Advisors unless each of the Initial Consortium Member Members and, solely with respect to such fees and expenses of such separate Advisors incurred and accrued before the consummation of all of the PWM Transfers, PWM agrees in writing that the fees and expenses incurred by such separate Advisor will be treated as the transaction expenses of the Buyer Consortium and reimbursable pursuant to Article III.

Appointment of Advisors. (a) The Parties agree that Centurium, as a representative authorized by the Initial Consortium Members, Sponsors shall have the right to engage be responsible for engaging (including the scope and engagement terms), terminate terminating or change changing all joint Advisors to the Buyer Consortium in connection with the Transaction (such joint Advisors to the Buyer Consortium engaged agreed in writing by the Majority Initial Consortium Members both Sponsors in accordance with this Section 2.2(a), the “Joint Advisors”). The , provided that the Sponsors shall first consult with the other Parties prior to any such engagement, termination or change, and provided further that the Parties agree and acknowledge that Kxxxxxxx Xxxxxx & Exxxx and Wxxxxx Xxxxxxx LLP, Xxxxxxxx & Rxxxxx Xxxxx and Xxxxxx and Xxxxxx (Hong Kong) LLP have been jointly selected by the Buyer Consortium as the co-U.S. US legal counsel, Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Hxxxxx Westwood & Riegels and Fangda Partners have been jointly selected by the Buyer Consortium as Hong Kong legal counsel, counsel and Cayman Islands legal counsel and PRC legal counsel, respectively, to represent the Buyer Consortium in connection with the Transaction and shall be “Joint Advisors” under this Agreement. (b) Except as otherwise provided in Section 2.2(a), if a Party requires separate representation in connection with specific issues arising out of the Transaction, such Party may retain other Advisors to advise it, provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Section 3.1(a), be solely responsible for the fees and expenses of such separate Advisors unless each Initial Consortium Member Party agrees in writing that the fees and expenses incurred by such separate Advisor will be treated as the transaction expenses of the Buyer Consortium and reimbursable pursuant to Article III.

Appointment of Advisors. (a) The Parties agree that Centurium, as a representative authorized by the Initial Consortium Members, shall have the right to engage (including the scope and engagement terms), terminate or change all joint Advisors to the Buyer Consortium in connection with the Transaction (such joint Advisors to the Buyer Consortium engaged by the Majority Initial Consortium Members in accordance with this Section 2.2(a), the “Joint Advisors”). The Parties agree and acknowledge that Kxxxxxxx Xxxxxxxx & Exxxx Xxxxx and Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx Xxxxxx have been jointly selected by the Buyer Consortium as the co-U.S. legal counsel, Wxxxxx Xxxxxx Xxxxxxx Xxxxxxxx & RxxxxxXxxxxx, Hxxxxx Xxxxxx Westwood & Riegels and Fangda Partners have been jointly selected by the Buyer Consortium as Hong Kong legal counsel, Cayman Islands legal counsel and PRC legal counsel, respectively, to represent the Buyer Consortium in connection with the Transaction and shall be “Joint Advisors” under this Agreement. (b) Except as otherwise provided in Section 2.2(a), if a Party requires separate representation in connection with specific issues arising out of the Transaction, such Party may retain other Advisors to advise it, provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Section 3.1(a), be solely responsible for the fees and expenses of such separate Advisors unless each Initial Consortium Member agrees in writing that the fees and expenses incurred by such separate Advisor will be treated as the transaction expenses of the Buyer Consortium and reimbursable pursuant to Article III.

Appointment of Advisors. (a) The Parties shall agree that Centurium, as a representative authorized by the Initial Consortium Members, shall have the right to engage (including the scope and engagement terms), terminate or change terms of all joint Advisors to Holdco and/or the Buyer Consortium Parties in connection with the Transaction (such joint Advisors to the Buyer Consortium engaged by the Majority Initial Consortium Members in accordance with this Section 2.2(a)Consortium, the “Joint Advisors”). The , provided that the Parties agree and acknowledge that Kxxxxxxx Xxxxxx Xxxx & Exxxx and Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx have LLP has been jointly selected by the Buyer Consortium as the co-U.S. legal counsel, Wxxxxx Xxxxxxx Xxxxxxxx & Rxxxxx, Hxxxxx Westwood & Riegels and Fangda Partners have been jointly selected by the Buyer Consortium as Hong Kong legal counsel, Cayman Islands legal counsel and PRC legal counsel, respectively, to represent the Buyer Consortium in connection with the Transaction and shall be a “Joint AdvisorsAdvisor” under this Agreement. (b) Except as otherwise provided in Section 2.2(a‎Section 2.2‎(a), if a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction, such Party may retain other Advisors to advise it, provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Section ‎Section 3.1(a), be solely responsible for the fees and expenses of such separate Advisors unless and only to the extent each Initial Consortium Member Party agrees in writing that the fees and expenses incurred by such separate Advisor will be treated as the transaction expenses of the Buyer Consortium and will be reimbursable or shared ratably, as the case may be, pursuant to Article ‎Article III. The Parties agree and acknowledge that Xxxxxx Xxxx & Xxxxxxxx LLP has also been selected by the Parties as its U.S. legal counsel in connection with the Transaction and the fee and expenses incurred by Xxxxxx Xxxx & Xxxxxxxx LLP will be treated as the transaction expenses of the Buyer Consortium and will be reimbursable or shared ratably, as the case may be, pursuant to ‎Article III.