Common use of Appointment of Advisors Clause in Contracts

Appointment of Advisors. (a) All joint Advisors, and the scope and other terms of such Advisors’ engagement, to Holdco and/or the Parties in connection with the Proposal and the Transaction shall be mutually satisfactory to each Party. The Parties acknowledge and agree that (i) Loeb & Loeb LLP has been engaged as international legal counsel to provide international legal services to the Consortium in connection with the Proposal and the Transaction and (ii) Walkers has been engaged as Cayman Islands legal counsel to provide Cayman Islands legal services to the Consortium in connection with the Proposal and the Transaction. The foregoing appointment does not limit the right of the Parties to appoint additional joint Advisors to perform any function agreed by the Parties on behalf of Holdco and/or the Parties. (b) If a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, it may retain other Advisors to advise it. Any Party which engages any separate Advisors shall provide prior notice to the other Parties of such engagement together with an estimate of fees and expenses of such Advisors. Loeb & Loeb LLP has been engaged as international legal counsel to provide international legal services to the Founders in connection with the Proposal and the Transaction. Subject to Section 3.01(a) in respect of a Financial Due Diligence Advisor, any Party which engages any separate Advisors shall be solely responsible for the fees and expenses of any such separate Advisors, unless the scope and engagement terms of such separate Advisors have been approved by the other Parties in writing (such approval not to be unreasonably withheld or delayed).

Appointment of Advisors. (a) All joint Advisors, and the scope and other terms of such Advisors’ engagement, to Holdco and/or the Parties in connection with the Proposal and the Transaction shall be mutually satisfactory to each Party. The Parties acknowledge and agree that (i) Loeb Ropes & Loeb Xxxx LLP has been shall be engaged as international legal counsel to provide international legal services to the Consortium in connection with the Proposal and the Transaction and (ii) Walkers has been Xxxxxx and Xxxxxx shall be engaged as Cayman Islands legal counsel to provide Cayman Islands legal services to the Consortium in connection with the Proposal and the Transaction. The foregoing appointment does not limit the right of the Parties to appoint additional joint Advisors to perform any function agreed by the Parties on behalf of Holdco and/or the Parties. (b) If a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, it may retain other Advisors to advise it. Any Party which engages any separate Advisors shall provide prior notice to the other Parties of such engagement together with an estimate of fees and expenses of such Advisors. Loeb Xxxxxx & Loeb Xxxxxxx shall be engaged international legal counsel to provide international legal services to the Founder in connection with the Proposal and the Transaction. Ropes & Xxxx LLP has been shall be engaged as international legal counsel to provide international legal services to the Founders Sponsor in connection with the Proposal and the Transaction. Subject to Section 3.01(a) in respect of a Financial Due Diligence Advisor, any Party which engages any separate Advisors shall be solely responsible for the fees and expenses of any such separate Advisors, unless the scope and engagement terms of such separate Advisors have been approved by the other Parties in writing (such approval not to be unreasonably withheld or delayed).

Appointment of Advisors. (a) All joint Advisors, The Founder Representative and Essence shall jointly identify and select all Advisors to Holdco and/or the Consortium and determine the scope and other terms of such Advisors’ engagement, to Holdco and/or the Parties engagement in connection with the Proposal and the Transaction shall be mutually satisfactory to each PartyTransaction. The Parties acknowledge and agree that Oxxxxx, Hxxxxxxxxx & Sxxxxxxxx LLP (i“Orrick”) Loeb & Loeb LLP has been engaged as international legal counsel to provide international legal services to the Consortium in connection with the Proposal and the Transaction and (ii) Walkers has been engaged as Cayman Islands legal counsel to provide Cayman Islands legal services to the Consortium in connection with the Proposal and the Transaction. The foregoing appointment does not limit the right of the Parties to appoint additional joint Advisors to perform any function agreed by the Parties on behalf of Holdco and/or the Parties. (b) If a Party requires separate legal representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, it may retain other Advisors to advise it. Any Party which that engages any separate Advisors shall provide prior notice to the other Parties Party of such engagement together with an estimate of and shall, subject to Section 3.01, be solely responsible for the fees and expenses of any such Advisorsseparate Advisors unless otherwise agreed to by the Parties. Loeb The Parties acknowledge that Oxxxxx, Hxxxxxxxxx & Loeb Sxxxxxxxx LLP has been engaged as international legal counsel to provide international legal services to the Founders Founder Representative in connection with the Proposal Proposal, the Transaction and this Agreement in addition to it acting as the Transaction. Subject international legal counsel to Section 3.01(a) in respect of a Financial Due Diligence Advisorthe Consortium, any Party which engages any separate Advisors provided that the Founder Representative shall be solely responsible for the fees and expenses of any such separate Advisors, Orrick in its capacity as his international legal counsel unless the scope and engagement terms of such separate Advisors have been approved by the other Parties Essence agrees in writing (such approval not to that the fees and expenses incurred by Orrick in its capacity as the Founder Representative’s own international legal counsel will be unreasonably withheld or delayed)treated as the Consortium’s fees and expenses in connection with the Proposal, the Transaction and this Agreement.

Appointment of Advisors. (a) All joint Advisors, The Sponsor shall take the lead in identifying and selecting all Advisors to Holdco and/or the Consortium and determining the scope and other terms of such Advisors’ engagement, to Holdco and/or the Parties engagement in connection with the Proposal and the Transaction Transaction, subject to the consent of the Senior Management Member Representative, which consent shall not be mutually satisfactory to each Partyunreasonably withheld or delayed. The Parties acknowledge and agree that (i) Loeb Ropes & Loeb Xxxx LLP has been engaged as international legal counsel to provide international legal services to the Consortium in connection with the Proposal and the Transaction and (ii) Walkers has been engaged as Cayman Islands legal counsel to provide Cayman Islands legal services to the Consortium in connection with the Proposal and the Transaction. The foregoing appointment does not limit the right of the Parties to appoint additional joint Advisors to perform any function agreed by the Parties on behalf of Holdco and/or the Parties. (b) If a Party requires separate legal representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, it may retain other Advisors to advise it. Any Party which that engages any separate Advisors shall provide prior notice to the other Parties of such engagement together with an estimate of and shall, subject to Section 3.01, be solely responsible for the fees and expenses of any such Advisorsseparate Advisors unless otherwise agreed to by the Parties, which agreement shall not be unreasonably withheld or delayed. Loeb The Parties acknowledge that (i) Ropes & Loeb Xxxx LLP has been engaged as international legal counsel to provide international legal services to the Founders Sponsor in connection with the Proposal and the Transaction. Subject Transaction in addition to Section 3.01(ait acting as the international legal counsel to the Consortium; and (ii) Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP has been engaged as international legal counsel to provide international legal services to the Senior Management Members in respect of a Financial Due Diligence Advisorconnection with the Proposal, any Party which engages any separate Advisors shall be solely responsible for the fees Transaction and expenses of any such separate Advisors, unless the scope and engagement terms of such separate Advisors have been approved by the other Parties in writing (such approval not to be unreasonably withheld or delayed)this Agreement.