Consultant Matters. Permit the retention of Consultants and (ii) cooperate with any such Consultants and allow any such Consultants, from time to time upon prior reasonable notice and during normal business hours, at the Borrower's expense, to visit and inspect any of the properties of the Borrower and its Subsidiaries, examine corporate, financial and operating records of the Borrower and its Subsidiaries, make copies thereof or abstracts therefrom and discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with their respective directors, officers, and independent public accountants.

Consultant Matters. Each of Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx shall have entered into a Consulting Agreement in substantially the form attached hereto as Exhibit B (including a Proprietary Information Assignment Agreement attached as an exhibit thereto), which Consulting Agreements shall become effective immediately following the Closing, and neither Xxxxxx X. Xxxxxxxx nor Xxxxxx Xxxxxxxx shall have made any indication to Cypress, Cellatope or any of their Representatives that any such Person has a present intent to terminate such contractual relationship.

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Consultant Matters. Further to their obligations under Sections 6.10 and 10.04 of the Second Lien Credit Agreement, the Borrowers and their Subsidiaries (a) acknowledge and consent to the retention of a third-party consultant or consultants hired on behalf of the Second Lien Lenders (the “Consultant”), (b) acknowledge and agree that they will be responsible for the payment of all fees and expenses of such Consultant, (c) agree to fully cooperate with such Consultant and allow such Consultant to: visit and inspect any of the properties of the Borrowers and their Subsidiaries; examine corporate, financial and operating records of the Borrowers and their Subsidiaries; make copies thereof or abstracts therefrom; and discuss the affairs, finances and accounts of the Borrowers and their Subsidiaries with their respective directors, officers, and independent public accountants, and (d) shall, beginning on February 13, 2008 and on a bi-weekly basis thereafter, provide to the Consultant (to be forwarded to the Second Lien Administrative Agent and the Second Lien Lenders) on a rolling basis a thirteen-week financial (cash-flow) budget (i.e., schedule of anticipated revenue and expenditures) and shall, when they update such budget, also provide to the Consultant (to be forwarded to the Second Lien Administrative Agent and the Second Lien Lenders) a schedule that shows a projected versus actual comparison of the items set forth in the budget over the course of (i) the preceding two weeks; and (ii) the period beginning on February 18, 2008.

Consultant Matters. Further to their obligations under Sections 6.10 and 10.04 of the First Lien Credit Agreement, the Borrowers and their Subsidiaries (a) acknowledge and agree to the First Lien Administrative Agent's continued retention of Xxxxxxx & Marsal as third-party consultants hired on behalf of the First Lien Lenders (the "Consultant"), (b) acknowledge and agree that they will be responsible for the payment of all fees and expenses of such Consultant, (c) agree to fully cooperate with such Consultant and allow such Consultant to: visit and inspect any of the properties of the Borrowers and their Subsidiaries; examine corporate, financial and operating records of the Borrowers and their Subsidiaries; make copies thereof or abstracts therefrom; and discuss the affairs, finances and accounts of the Borrowers and their Subsidiaries with their respective directors, officers, and independent public accountants, (d) consistent with the February 13 Forbearance Agreement, shall continue to provide on a bi-weekly basis to the Consultant (to be forwarded to the First Lien Administrative Agent and the First Lien Lenders) on a rolling basis a thirteen-week financial (cash-flow) budget (i.e., schedule of anticipated revenue and expenditures) and shall, when the Borrowers update such budget, also provide to the Consultant (to be forwarded to the First Lien Administrative Agent and the First Lien Lenders) a schedule that shows a projected versus actual comparison of the items set forth in the budget over the course of (i) the preceding two weeks; and (ii) the period beginning on February 18, 2008, and (e) within 2 Business Days' of each budget delivered in accordance with the foregoing Section 2.2(d), participate in a conference call with the First Lien Lenders to discuss such budget and any variances contained therein.

Consultant Matters. Further to their obligations under Sections 6.10 and 10.04 of the Credit Agreement, the Borrower and its Subsidiaries (a) acknowledge and consent to the retention of a third-party consultant or consultants hired by or on behalf of the Administrative Agent or its counsel (the “Consultant”), (b) acknowledge and agree that they will be responsible to reimburse the Administrative Agent for the payment of all reasonable fees and expenses of such Consultant and (c) agree to fully cooperate in a timely manner with such Consultant and allow such Consultant or any other third-party hired by or on behalf of the Administrative Agent to (i) conduct a field examination of the Borrower’s operations, including without limitation, visit and inspect any of the properties of the Borrower and its Subsidiaries; (ii) examine corporate, financial and operating records of the Borrower and its Subsidiaries; (iii) make copies thereof or abstracts therefrom; and (iv) discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with their respective directors, officers, responsible employees and independent public accountants.

Consultant Matters. If either of the Borrowers at any time engages any consultant, including, without limitation, any consultant with respect to FDA matters, the Borrowers shall deliver to the Lender a copy of the engagement letter for such consultant and a copies of any reports, recommendations or other communications received from time to time from such consultant, not later than the first Business Day after the date such engagement letter is entered into or the date of any such communication, recommendation or other communication, respectively. The foregoing provisions of this Section supersede and replace the provisions of Section 16 of the Fourth Amendment and Section 16 of the Fifth Amendment.

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Engagement of Consultant The Company hereby engages Consultant to ------------------------- assist the Company in programming services.
Independent Contractor Relationship Both parties hereto, in the performance of this Contract, shall act in an individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purposes whatsoever.
CONSULTANT’S RESPONSIBILITIES In addition to all other obligations contained herein, the Consultant agrees, warrants, and represents that: 6.1 The Consultant will furnish all material, equipment, labor and supplies in such quantities and of the proper quality to professionally and timely perform the Services, except as otherwise mutually agreed by the Parties; 6.2 The Consultant shall perform the Services with the professional skill and care ordinarily provided by competent consultants practicing in the same or similar locality and under the same or similar circumstances and professional license; 6.3 The Consultant will comply with the provisions of all federal, state, and local laws, regulations, ordinances, requirements and codes which are applicable to its performance of Services; 6.4 The Consultant is not and will not be bound by any agreement and has not assumed nor will assume any obligation which would, in any way, restrict its ability to perform the Services or be inconsistent with the Services; 6.5 In performing the Services, the Consultant will not use any third party’s confidential or propriety information, or infringe the rights of another party, nor will the Consultant disclose to the Authority, or bring onto the Authority’s premises, or induce the Authority to use any third party’s confidential or proprietary information; 6.6 The Consultant does not have the authority to act for the Authority, bind the Authority in any respect, or incur any debts or liabilities in the name of or on behalf of the Authority, except as otherwise expressly authorized in writing by the Authority; 6.7 Consultant is an independent contractor for the performance of his duties under this Contract. Accordingly, the Consultant shall be responsible for payment of all taxes including federal, state and local taxes arising out of the Consultant’s activities in accordance with this Contract. Consultant is responsible for payment of the compensation, including any withholding, Social Security, or other taxes on such compensation, of any subcontractors retained by Consultant, or Consultant's employees performing Services consistent with its status as an independent contractor and in compliance with all applicable laws and regulations; 6.8 Consultant has and hereby retains full control of any supervision over the Consultant’s obligations hereunder and over any persons employed or subcontracted by the Consultant for performing Services hereunder; 6.9 Consultant will in no way be considered an agent, partner, joint venturer, or employee of Authority at any time during the Term. Consultant will not undertake to commit Authority to any course of action in relation to a third party unless expressly requested and authorized to do so by the Authority in writing. 6.10 As of the Effective Date and at all times while providing Services hereunder, the Consultant shall possess and maintain in good standing any and all licenses or other authorizations and approvals necessary to perform the Services.
INDEPENDENT RELATIONSHIP This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership, or formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein.
EMPLOYMENT RELATIONSHIP PROBLEMS What is an Employment Relationship Problem?
Employment of Consultants Part A General Consultants’ services shall be procured in accordance with the provisions of the Introduction and Section IV of the "Guidelines: Selection and Employment of Consultants by World Bank Borrowers" published by the Bank in January 1997 and revised in September 1997 (the Consultant Guidelines) and the following provisions of Section II of this Schedule. Part B: Quality- and Cost-based Selection Except as otherwise provided in Part C of this Section, consultants’ services shall be procured under contracts awarded in accordance with the provisions of Section II of the Consultant Guidelines, paragraph 3 of Appendix 1 thereto, Appendix 2 thereto, and the provisions of paragraphs 3.13 through 3.18 thereof applicable to quality- and cost-based selection of consultants. Part C: Other Procedures for the Selection of Consultants 1. Selection Based on Consultants Qualifications Services estimated to cost less than $100,000 equivalent per contract may be procured under contracts awarded in accordance with the provisions of paragraphs 3.1 and 3.7 of the Consultant Guidelines.
Consultant Services 3.1.1 The A/E may provide a portion of the Services through one or more Consultants, provided, however, that the A/E shall remain responsible for all of the A/E’s duties and obligations under this Agreement. 3.1.2 By appropriate written agreement, the A/E shall require each Consultant, to the extent of the Consultant’s portion of the Services, to be bound to the A/E by the terms of this Agreement, and to assume toward the A/E all of the obligations and responsibilities that the A/E assumes toward the Contracting Authority and Owner. 3.1.2.1 The A/E shall not retain any Consultant on terms inconsistent with this Agreement. 3.1.2.2 All agreements between the A/E and a Consultant shall identify the Contracting Authority and Owner as the agreement’s intended third-party beneficiaries. 3.1.2.3 Upon the request of the Contracting Authority or Owner, the A/E shall submit to the Contracting Authority and Owner a copy of the agreement between the A/E and each Consultant. 3.1.3 The A/E shall obtain the Contracting Authority’s written approval before engaging any Consultant not named in the Agreement. The A/E shall not employ any Consultant against whom the Contracting Authority has a reasonable objection. The Contracting Authority’s approval or disapproval of any Consultant, however, will not relieve the A/E of the A/E’s full responsibility for performance of the Services. 3.1.4 The A/E shall not remove any Consultant from the Project or reduce the extent of any Consultant’s participation in providing the Services without the Contracting Authority’s prior written consent. The A/E shall not permit any Consultant to replace any previously identified team member except with the Contracting Authority’s prior written consent unless the Consultant ceases to employ that person. On notice from the Contracting Authority, the A/E shall immediately and permanently remove from the Project any Consultant or person under a Consultant’s control whose performance is not satisfactory to the Contracting Authority. 3.1.5 The Contracting Authority may communicate with any Consultant either through the A/E or directly with the Consultant, but the Contracting Authority may not modify the agreement between the A/E and any Consultant. The Contracting Authority will advise the A/E with reasonable promptness of direct communication with any Consultant. 3.1.6 The A/E hereby assigns to the Contracting Authority each Consultant’s agreement provided that the assignment is effective only after the Contracting Authority terminates this Agreement in whole or in part and only for those agreements that the Contracting Authority accepts by notifying the Consultant and A/E in writing. The Contracting Authority may re-assign accepted agreements. 3.1.6.1 If the Contracting Authority terminates this Agreement in part, the Contracting Authority may (1) take assignment of any entire Consultant’s agreement affected by the termination or (2) take partial assignment of only the portion of any Consultant’s agreement associated with the terminated part of this Agreement.
INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State unless he has a fixed base regularly available to him in the other Contracting State for the purpose of performing his activities. If he has such a fixed base, the income may be taxed in the other State but only so much of it as is attributable to that fixed base. 2. The term “professional services” includes especially independent scientific, literary, artistic, educational or teaching activities as well as the independent activities of physicians, lawyers, engineers, architects, dentists and accountants.
Labor Management Relations The Employer and the Union recognize that the character and quality of the Union/Management relationship in each Agency has an impact upon productivity and quality services. Accordingly, the parties agree to support joint Labor/Management training in skills and concepts which may contribute to increased Union/Management understanding and cooperative relationships.
Board-Superintendent Relationship The Board shall be primarily responsible for formulating and adopting policy. The Superintendent shall be the chief administrative officer for the district and shall be responsible for implementing Board policy. He shall organize the administrative and supervisory staff, and select, place, and transfer personnel with the concurrence of the Board. He is responsible for administering the instruction of students and the business affairs of the school district. The Board members agree, individually and collectively, to promptly refer all criticisms, complaints, and suggestions called to their attention to the Superintendent for action, study and/or recommendation, as appropriate.

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