Bank's Consultant Sample Clauses

Bank's Consultant. The Company acknowledges that the Bank, pursuant to a separate agreement and at the Company's expense, has retained the Bank's Consultant to review the Budget, the Plans and such other matters relating to the Construction of the Improvements as the Bank shall request, and to furnish reports to the Bank from time to time on the progress of Construction with each Request for Disbursement for Hard Costs and as otherwise requested by the Bank. In order to enable the Bank's Consultant to complete its reports to the Bank, the Company shall permit the Bank's Consultant, at any reasonable time and as frequently as the Bank shall require, (i) to inspect the Project and (ii) to inspect and review all documentation with respect thereto, including, without limitation, (x) all change orders and field orders which modify the Plans or any contract or subcontract or which change the price, schedule or any other aspect of the Construction of the Improvements, (y) all contracts or, to the extent the same are in the Company's possession, subcontracts relating to the Construction of the Improvements and (z) such other information as the Bank's Consultant shall request relating to (1) the Construction of the Improvements (including copies of receipts, invoices and other supporting documentation to substantiate the costs to be paid from the proceeds of any requested Disbursement) and/or (2) the state of the Company's claimed title to any materials, fixtures or articles incorporated or to be incorporated in the Project.
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Bank's Consultant. Bank shall select and engage, in its reasonable discretion, a financial advisor and/or consultant (the “Consultant”) to advise Bank in connection with Borrower’s compliance with the Loan Documents and repayment of the Obligations. The scope of the Consultant’s duties shall be in the sole and absolute discretion of Bank but shall include, without limitation, a focus on the outlook for Borrower’s industry over the foreseeable future and the strength and rationale of Borrower’s business plan, products, manufacturing processes and cost structure in connection with Borrower’s potential future performance within a changing market. Borrower agrees to fully cooperate with the Consultant, and to provide the Consultant with full access to Borrower’s books and records, facilities, officers, employees, accountants and advisors. Borrower consents to Bank’s selection and engagement of the Consultant, and Borrower shall reimburse Bank on demand for all fees and expenses of the Consultant. To the extent not previously paid, Borrower agrees that Bank may debit any operating account of Borrower for any and all fees, costs and expenses of the Consultant with same day’s notice to Borrower.”
Sample 1
Bank's Consultant. The Company shall cooperate fully with ----------------- the Bank's Consultant, which cooperation shall include, without limitation, allowing the Bank's Consultant reasonable access to observe the Company's and its Subsidiaries' respective operations and the opportunity to inspect their respective financial and other reports and projections. Furthermore, the Company hereby agrees to pay all costs and expenses arising from or in connection with the Bank's Consultant in accordance with the consulting agreement between the Company and the Bank's Consultant dated as of ________________ ___, 2002 and attached hereto as Exhibit I (the --------- "Consulting Agreement"), and the Company hereby irrevocably authorizes the Bank to charge any and all accounts of the Company maintained at the Bank for the amount of such costs and expenses as and when due in accordance with the Consulting Agreement. Any portion of such fees not paid when due shall bear interest at the Default Rate until paid in full.
Sample 1

Related to Bank's Consultant

  • 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.

  • Consultant Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

  • By Consultant (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or, (ii) If the Company ceases business or, other than in an Initial Merger, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the Company subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the Consulting Fee; or, (iv) If the Company subsequent to the execution hereof institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein or subsequent hereto by the Company to Consultant are determined to be materially false or misleading. In the event Consultant elects to terminate without cause or this Agreement is terminated prior to the expiration of the Primary Term or any Extension Period by mutual written agreement, or by the Company for the reasons set forth in A(i) and (ii) above, the Company shall only be responsible to pay Consultant for unreimbursed expenses, Consulting Fee and Transaction Fee accrued up to and including the effective date of termination. If this Agreement is terminated by the Company for any other reason, or by Consultant for reasons set forth in B(i) through (v) above, Consultant shall be entitled to any outstanding unpaid portion of reimbursable expenses, Transaction Fee, if any, and for the remainder of the unexpired portion of the applicable term (Primary Term or Extension Period) of the Agreement.

  • Engagement of Consultant The Company hereby engages Consultant to ------------------------- assist the Company in programming services.

  • Solicitation of Employees, Consultants and Other Parties I agree that during the term of my Relationship with the Company, and for a period of twenty-four months immediately following the termination of my Relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, during my Relationship with the Company and at any time following termination of my Relationship with the Company for any reason, with or without cause, I shall not use any information rising to the level of a trade secret of the Company: (i) to attempt to negatively influence any of the Company’s clients or customers from purchasing Company products or services; (ii) to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly; or, (iii) to direct any of the Company’s clients or customers to purchase products and/or services – from any person, firm, corporation, institution or other entity in competition with the business of the Company.

  • Architects, Consultants and Contractors Landlord and Tenant hereby acknowledge and agree that: (i) the general contractor and any subcontractors for the Tenant Improvements shall be selected by Landlord, subject to Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) DGA shall be the architect (the “TI Architect”) for the Tenant Improvements.

  • Sub-Consultants All sub-consultants shall comply with each and every insurance provision of this Section 3.

  • Consulting If the Executive agrees to the provisions of Section 14(e) above, then the Executive shall have the obligation to provide consulting services to the Company as an independent contractor, commencing on the Date of Termination and ending on the second anniversary of the Date of Termination (the “Consulting Period”). The Executive shall hold himself available at reasonable times and on reasonable notice to render such consulting services as may be so assigned to him by the Board or the Company’s then Chief Executive Officer; provided, however, that unless the parties otherwise agree, the consulting services rendered by the Executive during the Consulting Period shall not exceed twenty (20) hours each month; and, provided, further, that the consulting services rendered by the Executive during the Consulting Period shall in no event exceed twenty percent (20%) of the average level of services performed by the Executive for the Company over the thirty-six (36) month period immediately preceding the Executive’s Separation from Service (or the full period of services to the Company, if the Executive has been providing services to the Company for less than thirty-six (36) months). The Company agrees to use its best efforts during the Consulting Period to secure the benefit of the Executive’s consulting services so as to minimize the interference with the Executive’s other activities, including requiring the performance of consulting services at the Company’s offices only when such services may not be reasonably performed off-site by the Executive.

  • Individual Consultants Services for assignments that meet the requirements set forth in the first sentence of paragraph 5.1 of the Consultant Guidelines may be procured under contracts awarded to individual consultants in accordance with the provisions of paragraphs 5.2 through 5.3 of the Consultant Guidelines. Under the circumstances described in paragraph 5.4 of the Consultant Guidelines, such contracts may be awarded to individual consultants on a sole-source basis.

  • Consulting Services Except as ADB may otherwise agree, and except as set forth in the paragraph below, the Borrower shall apply quality- and cost-based selection for selecting and engaging Consulting Services.

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