Centerview Sample Clauses

Centerview as exclusive financial advisor and investment banker to the Company, will perform the following financial advisory and investment banking services:
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Centerview. “Centerview” is defined in Section 3.23 of the Agreement.
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Centerview. Terrace (76-0051979): Terrorism insurance not required; Non-recourse carve-oux xxx xxxxted losses obtained from warm body indemnitor, however
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Centerview is engaged directly and through its affiliates and related parties in a number of investment banking, financial advisory and merchant banking activities. The Committee acknowledges and agrees that in performing its services for the Committee hereunder, Centerview shall have no duty to disclose to the Committee, or to use for the benefit of the Committee, any proprietary or non public information obtained by Centerview or its affiliates or related parties in the course of providing services to any other entity or person, engaging in any transaction (including as principal) or otherwise conducting its business. We are pleased to accept this engagement and look forward to working with the Committee. Please confirm that the foregoing is in accordance with our mutual understanding by signing and returning to Centerview this Agreement, which shall thereupon constitute a binding agreement between Centerview and the Committee. By: Very truly yours, CENTERVIEW PARTNERS LLC Name: Xxxxxxx Xxxxxx Title: Partner Agreed and Accepted by: The Official Committee of Dendreon Corporation, et al. By: Xxxxxxxx & Xxxxxxxx LLP As authorized by, and on behalf of, the Official Committee of Unsecured Creditors of Dendreon Corporation, et al., solely in Xxxxxxxx & Xxxxxxxx LLP’s capacity as proposed counsel to the Official Committee of Unsecured Creditors of Dendreon Corporation, et al., and not in the firm’s individual capacity Annex A In connection with the engagement (the “Engagement”) of Centerview Partners LLC (“Centerview”) by the Official Committee of Unsecured Creditors of Dendreon Corporation (the “Committee”) to render financial advisory services to the Committee pursuant to a letter agreement dated as of the date hereof and attached hereto (the “Engagement Agreement”), Dendreon Corporation and its subsidiaries and affiliates that are debtors in the chapter 11 cases (Case No. 14-12515 (Jointly Administered)) (jointly and severally, the “Company”) will be subject to the terms of this Annex A.2 .
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Centerview is engaged directly and through its affiliates and related parties in a number of investment banking, financial advisory and merchant banking activities. The Disinterested Directors and the Company acknowledge and agree that in performing its services for the Company hereunder, Centerview shall have no duty to disclose to the Disinterested Directors or the Company, or to use for the benefit of the Disinterested Directors or the Company, any proprietary or nonpublic information obtained by Centerview or its affiliates or related parties in the course of providing services to any other entity or person, engaging in any transaction (including as principal) or otherwise conducting its business. We are pleased to accept this engagement and look forward to working with the Company, at the direction of the Disinterested Directors. Please confirm that the foregoing is in accordance with our mutual understanding by signing and returning to Centerview this letter and the Indemnification Agreement attached hereto as Annex A, which shall thereupon constitute binding agreements between Centerview, the Disinterested Directors and the Company. Very truly yours, CENTERVIEW PARTNERS LLC By:_ Xxx Xxxxxx Partner ACCEPTED AND AGREED: TRU TAJ LLC By: TRU TAJ FINANCE, INC. By: Annex A November 1, 2017 Centerview Partners LLC 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: In connection with the engagement (the “Engagement”) of Centerview Partners LLC (“Centerview”) to render financial advisory services to TRU Taj LLC (“Taj LLC”) and TRU Taj Finance, Inc. (“Taj Inc.” and together with Taj LLC, the “Company”), at the direction of Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxxxxxx (together, the “Disinterested Directors”) in all conflicts of interest between the Company and its shareholders or affiliates, including directors and officers (“Conflict Matters”) that may arise in connection with the chapter 11 cases of Toys “R” Us, Inc. (“Parent”) and its subsidiaries, pursuant to a letter agreement dated the date hereof (the “Engagement Agreement”), Taj LLC and Taj Inc., jointly and severally, agree as follows:
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Centerview. Fellsburg 1 5 Xxxxxxxxx XX 223 3 1 T RD MARCH 2018 V RD W RD 18 17 ive 19 20 Ford s as R 30 an k Ar 16 15 14 21 22 23 28 27 26 13 18 17 16 RS 218 24 19 20 21 25 30 29 28 15 14 13 22 23 24 27 26 25 8 19 20 16 RS 221 21 10 11 15 14 22 23 12 7 13 18 24 19 8 9 RS 222 17 16 20 21 10 11 15 14 13 18 17 16 C k e e e sn a r ke l 19 R a t t 10 11 12 15 14 13 22 23 24 U RD r V RD T26S T27S R21W R20W Xxxxx 33 34 35 R20W 19W 36 31 32 33 R19W -99°20' R18W 34 35 36 30 29 31 32 28 27 R 33 34 26 25 R18W R17W RS 968 35 36 30 29 28 27 31 32 33 34 26 25 -99°30' R17W R15W 35 36 30 29 -99°10' R16W 31 32 28 27 26 25 33 34 35 36 T26S T27S X RD R16W Kiowa County 10TH AVE 20TH AVE 70TH AVE 80TH AVE 90TH AVE 100TH AVE 110TH AVE 120TH AVE 000XX XXX 150TH AVE 160TH AVE 170TH AVE 190TH AVE 200TH AVE 210TH AVE 220TH AVE 250TH AVE 000XX XXX 000XX XXX 300TH AVE KDOT makes no warranties, guarantees, or representations for the accuracy of this information and assumes no liability for errors or omissions. 183- 24 KA 4991-01 KDOT will obtain a milled sample from the mainline from the project. The sample will be available to the contractors for mix design analysis. Contact the KDOT Area Engineer at 000-000-0000 for the location of the stockpile. SS-1HP or approved alternate shall be used for Tack. Edge Wedge (Rock) @ 150 lb/ft3 183- 24 KA 4991-01 183- 24 KA 4991-01
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Related to Centerview

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Sub-Advisor The U.K. Sub-Advisor shall pay the salaries and fees of all personnel of the U.K. Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.

  • Sub-Advisors The Advisor may from time to time, in its sole discretion to the extent permitted by applicable law, appoint one or more sub-advisors, including, without limitation, affiliates of the Advisor, to perform investment advisory services with respect to the Fund. The Advisor may terminate any or all sub-advisors in its sole discretion at any time to the extent permitted by applicable law.

  • Sub-Advisory Services (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

  • Sub-Advisers The Investment Adviser may delegate certain of its responsibilities hereunder with respect to provision of the investment advisory services set forth in Section 3(a) above to one or more other parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that meets the requirements of Section 15 of the 1940 Act and rules thereunder applicable to contracts for service as investment adviser of a registered investment company (including without limitation the requirements for approval by the Board of Directors of the Fund and the shareholders of the Portfolio), subject, however, to such exemptions as may be granted by the U.S. Securities and Exchange Commission upon application or by rule. Such Sub-Adviser may (but need not) be affiliated with the Investment Adviser. Any delegation of services pursuant to this Section 3(b) shall be subject to the following conditions:

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Investment Advisor The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.

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