Appointment of Independent Consultant. (a) The NGS shall within 30 days from the date hereof recommend a panel consisting of at least three reputed firms or companies or bodies corporate or a combination thereof, having necessary expertise for appointment of the Independent Consultant, to undertake, perform, carry out the duties, responsibilities, services and activities set forth in Schedule E and elsewhere in this Agreement. (b) The Concessionaire shall within 30 days from the date of receipt of such panel, approve the appointment of the Independent Consultant from out of such panel, and communicate the same in writing to the NGS. The tenure and the scope of work and the reports to be submitted by the Independent Consultant shall be as set out in the said Schedule E. In case the Concessionaire fails to approve or communicate the appointment of the Independent Consultant from such panel within the said period, NGS shall have the right to approve the same. (c) The Independent Consultant shall submit to the Monitoring Committee reports at least once every month or more frequently as the situation may warrant on the progress of implementation of the Project. Such reports of Independent Consultant shall include but not be limited to the matters and things set forth in the said Schedule E. (d) The Independent Consultant shall submit bills for periodic payment in accordance with terms of its appointment to NGS. Upon certification of such bills being intimated in writing by NGS, the Concessionaire shall within 15 days of such intimation, pay to NGS 50% of the amount of bills certified by NGS. (e) If either Party disputes any advice, instruction or decision of the Independent Consultant, the same shall be resolved in accordance with the Dispute Resolution Procedure.

Appointment of Independent Consultant. (a) An Independent Consultant shall be appointed for the purpose of determining and ensuring compliance with the technical standards, specifications, costs and time schedules during any operation, development, design, modernization, repair, maintenance, replacement or construction at the Market and Essential Services of the MTM Site and performing the duties mentioned in Schedule 12 hereof; (b) The procedure for the appointment of the Independent Consultant shall be as follows: The Nodal Officer shall nominate a panel of four (4) consultants with expertise in supervision of projects similar to MTM. These consultants shall be from the list of empanelled consultants provided to the SAMB by the Chandigarh administration. The PE shall have the right to object to one or more of such nominees. In the event the PE objects to: (i) any one nominee, then the Nodal Officer shall appoint any one of the remaining three (3) nominees to whom the PE has not objected as an Independent Consultant; (ii) any two (2), three (3) or all four (4) nominees, then the Nodal Officer shall propose another two (2), three (3) or four (4) consultants, with expertise in supervision of projects similar to MTM to act as an Independent Consultant, respectively, as the case may be, so as to complete the panel of four (4) nominees. The PE shall have the right to object to a maximum of one nominee from this second panel of consultants. In the event the PE objects to any one nominee, then the Nodal Officer shall appoint any one of the remaining three (3) nominees to whom PE has not objected as the Independent Consultant; Else the Nodal Officer may appoint any one of the four (4) nominees. (c) All costs of, including costs associated with the appointment of, the Independent Consultant shall be initially provided for in the capital expenditure of the Market Assets and shall be borne by the PE; (d) The Nodal Officer may select one out of the two (2) or three (3) or four (4) approved consultants through a combination of score based on technical and financial parameters.

Appointment of Independent Consultant. MSRDC shall appoint a consulting firm from a panel of 10 (ten) firms or bodies corporate, constituted by MSRDC substantially in accordance with the selection criteria set forth in Schedule-P, to be the Independent consultant under this Agreement (the “Independent Consultant”). The appointment shall be made no later than 90 (Ninety) days from the date of this Agreement and shall be for a period of 3 (three) years. On expiry of the aforesaid period, MSRDC may in its discretion renew the appointment, or appoint another firm from a fresh panel constituted pursuant to Schedule-P to be the Independent Consultant for a term of 3 (three) years, and such procedure shall be repeated after expiry of each appointment.

Appointment of Independent Consultant. The Authority has agreed for the role of ‘facilitator’ by MSCL and for the role of ‘project management consultant (PMC)’ by M/s Wadia Techno Engineering Services Ltd & Consortium, during the construction and O & M Periods of this agreement. The MSCL shall appoint an ‘independent consultant’ before the exit of M/s WTESL & consortium after end of their agreement, substantially in accordance with the selection criteria set forth in SCHEDULE 5, to be the Independent Consultant under this Agreement (the "Independent Consultant").

Appointment of Independent Consultant. (a) The State will, in consultation and with the agreement of the WY Claimants and as soon as practicable after the Execution Date, engage a consultant (Independent Consultant) to establish and incorporate the WY Corporate Entities, for and on behalf of the WY Claimants, in accordance with clauses 7, 8 and 9. (b) The Non-Native Title Parties will jointly provide funding of up to $200,000.00 in total for the engagement of the Independent Consultant and to meet the Independent Consultant's reasonable costs and disbursements incurred in performing the obligations of the Independent Consultant under clauses 7, 8 and 9. (c) The Non-Native Title Parties will ensure that the terms of appointment require the Independent Consultant to comply with any processes and requirements of clauses 7, 8 and 9.

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Independent Consultant 13.1 In the performance of work or services hereunder, Consultant shall be deemed an independent contractor, and any of its agents, employees, officers, or volunteers performing work required hereunder shall be deemed solely as employees of contractor or, where permitted, of its subcontractors. 13.2 Consultant and its agents, employees, officers, or volunteers shall not, by performing work pursuant to this Agreement, be deemed to be employees, agents, or servants of County and shall not be entitled to any of the privileges or benefits of County employment.
Appointment of Investment Manager On the terms and subject to the conditions set forth herein, the Company hereby appoints the Investment Manager as investment manager of the Account with discretionary authority to manage the investment and reinvestment of the funds and assets of the Account in accordance with the terms hereof, and the Investment Manager accepts such appointment. In the course of providing the services contemplated by this Agreement, the Investment Manager shall act as a fiduciary and shall discharge its fiduciary duties and exercise each of its powers under this Agreement with the care, skill and diligence that a registered investment adviser, acting in a like capacity and familiar with insurance company matters, would use in the conduct of a like enterprise with like aims, taking into consideration the facts and circumstances then prevailing, and such fiduciary duties shall specifically include a duty (a) to act with good faith; (b) of loyalty to Company; (c) to provide full and fair disclosure of all material facts; (d) to employ reasonable care to avoid misleading Company; and (e) to act in a manner consistent with the Investment Guidelines for the Account as agreed to between Investment Manager and Company.
Engagement of Consultant The Company hereby engages Consultant to ------------------------- assist the Company in programming services.
Appointment of Sub-Advisor In accordance with and subject to the Management Agreement, the Manager hereby appoints the Sub-Advisor to perform the services described in Section 2 below for investment and reinvestment of the securities and other assets of the Series, subject to the control and direction of the Manager and the Fund's Board of Directors, for the period and on the terms hereinafter set forth. The Sub-Advisor accepts such appointment and agrees to furnish the services hereinafter set forth for the compensation herein provided. The Sub-Advisor shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Fund or the Manager in any way or otherwise be deemed an agent of the Fund or the Manager.
Independent Manager Notwithstanding anything to the contrary in the certificate of formation or limited liability company agreement of the Depositor, the Depositor shall ensure that at least one manager of the Depositor shall be an Independent Manager.
APPOINTMENT OF SUB-ADVISER The Adviser hereby appoints the Sub-Adviser to act as sub-adviser to the Portfolio(s), subject to the supervision and oversight of the Adviser and the Trust Board, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Adviser or the Trust in any way or otherwise be deemed an agent of the Adviser or the Trust, except as expressly authorized in this Agreement or another writing by the Adviser or the Trust and the Sub-Adviser.
Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.
Appointment as Sub-Advisor The Advisor hereby appoints the Sub-Advisor to act as investment adviser for and to manage the Sub-Advisor Assets, subject to the supervision of the Advisor and the Board of Trustees of the Trust, and subject to the terms of this Agreement; and the Sub-Advisor hereby accepts such appointment. In such capacity, the Sub-Advisor shall be responsible for the investment management of the Sub-Advisor Assets. The Sub-Advisor agrees to exercise the same degree of skill, care and diligence in performing its services under this Agreement as the Sub-Advisor exercises in performing similar services with respect to other fiduciary accounts for which the Sub-Advisor has investment responsibilities, and that a prudent manager would exercise under the circumstances.
Appointment of the Adviser The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended and supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1940 Act and the Securities Act of 1933 (the "Securities Act"), including any representations made in the prospectus and statement of additional information relating to the Funds contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust's Board of Trustees (the "Board"). The Board is authorized to issue any unissued shares in any number of additional classes or series. The investment authority granted to the Adviser shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Funds. The Trust hereby employs Adviser, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof.
Appointment of the Sub-Adviser The Adviser hereby appoints the Sub-Adviser to act as an investment adviser for each Portfolio, subject to the supervision and oversight of the Adviser and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser except as expressly authorized in this Agreement or another writing by the Trust, the Adviser and the Sub-Adviser.

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