Consulting Party Sample Clauses

Consulting Party. The Special Servicer shall deliver to the Operating Advisor each Final Asset Status Report and, if an Operating Advisor Consultation Trigger Event exists, each other Asset Status Report. The Special Servicer may not take any action inconsistent with an Asset Status Report that has been adopted as provided above, unless such action would be required in order to act in accordance with Accepted Servicing Practices. During any CCR Control Period or any CCR Consultation Period or during the continuance of an Operating Advisor Consultation Trigger Event, if the Special Servicer takes any action inconsistent with an Asset Status Report that has been adopted as provided above, the Special Servicer shall promptly notify the Operating Advisor and, during any CCR Control Period or any CCR Consultation Period, the Controlling Class Representative of such inconsistent action and provide a reasonably detailed explanation of the reasons therefor. Notwithstanding anything herein to the contrary: (i) the Special Servicer shall have no right or obligation to consult with or to seek and/or obtain consent or approval from any Controlling Class Representative prior to acting (and provisions of this Agreement requiring such consultation, consent or approval shall be of no effect) during the period following any resignation or removal of a Controlling Class Representative and before a replacement is selected and/or identified; and (ii) no advice, direction, objection or consultation from or by a Consenting Party or a Consulting Party, as applicable, pursuant to or as contemplated by any provision of this Agreement, may (and neither the Special Servicer nor the Servicer shall follow any such advice, direction, objection or consultation that the Special Servicer or the Servicer, as applicable, has determined, in its reasonable, good faith judgment, would): (A) require or cause the Special Servicer or the Servicer to violate applicable law, the terms of the Mortgage Loan Documents, the Co-Lender Agreement or any related mezzanine intercreditor agreement or any Section of this Agreement, including the Special Servicer’s or the Servicer’s obligation to act in accordance with Accepted Servicing Practices, (B) result in the imposition of federal income tax on the Trust, or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code, (C) expose the Trust, any Certificateholder, the Companion Loan Holders, the Depositor, the Servicer, the Specia...
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Consulting Party. Certain individuals and organizations with a demonstrated interest in the Undertaking may participate as Consulting Parties due to the nature of their legal or economic relations to the Undertaking or affected properties, or their concern with the Undertaking’s effects on historic properties (per 36 CFR 800.2 § (c)(5)).
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Consulting Party. Consulting parties are all the parties formally involved in the consultation process related to the development of the agreement.
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Consulting Party. A party as defined in 36 CFR Part 800.2(c), composed of Signatories, Invited Signatories, and Concurring Parties, and those parties who elect not to concur in this Agreement but participated in the consultation to develop this Agreement.
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Consulting Party. Any entity that has a consultative role in the Section 106 process for this PA, as defined by 36 CFR 800.2(c). This includes, among others, the ACHP, SHPOs, THPOs, affected Tribes, other affected agencies, Signatory Parties, concurring parties, and any additional entities invited to participate due to the nature of their legal or economic relation to the undertaking or affected properties, or their concern with the undertaking’s effects on historic properties (36 CFR 800.2(c)(5)).
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Related to Consulting Party

  • 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.

  • Consulting Firm If at the end of such periods contemplated by subsection 3 above, the parties do not mutually agree on a Corrective Action Plan, then either party may refer the Corrective Action Plan to a mutually agreed, nationally (U.S.) recognized consulting firm with applicable expertise in such matters (the “Consulting Firm”) and each party shall execute any reasonable engagement letter requested by such Consulting Firm. If the Purchasers and the Sellers fail to agree on the choice of a Consulting Firm within three (3) Business Days of either party electing to refer the Corrective Action Firm to a Consulting Firm, then the Sellers and Purchasers shall each select one nationally (U.S.) recognized consulting firm with applicable expertise in such matters and those two consulting firms will select a third nationally (U.S.) recognized consulting firm to be the Consulting Firm. The fees and expenses of any Consulting Firms selected pursuant to this Section II.A.4 shall be borne equally by the Sellers, on the one hand, and the Purchasers, on the other hand,.

  • Consulting Period The Consulting Relationship will be deemed to have commenced on the Separation Date and will continue until October 15, 2023 unless the Consulting Relationship has already been terminated earlier pursuant to Section 3(g) below (the “Consulting Period”).

  • 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.

  • Consulting Agreement Effective upon Executive’s termination of employment for any reason other than Executive’s termination by the Company for Cause, HCC hereby retains Executive as a consultant (an independent contractor and not as an employee) for a period of five (5) years (the “Consulting Period”). During the Consulting Period, Executive shall serve as Non-Executive Chairman of the Board. Termination of the Term shall not effect the Parties’ rights and obligations under this Section 6, subject to the following: Executive agrees to provide, if requested, 1,000 hours of service (the “Consulting Services”) per year, as required by the Company. Prior to a Change of Control, the Company shall use its best effort to cause Executive to continue as a Director and Chairman of the Board during the term of the Consulting Period. HCC shall pay Executive $450,000 per year of the Consulting Period, payable quarterly, in advance. Executive may elect to delay payment for services, but not the services themselves. During such Consulting Period, Executive shall receive, to the extent permitted by law and the terms of any existing plan, all of the Company’s benefits as if Executive was a full time employee. In addition, the terms of this Section 6 shall remain in full force and effect whether or not Executive dies or suffers a Disability pursuant to the terms hereof during the Consulting Period. Further, if at any time during the Term of this Agreement Executive shall elect, at his sole option, to cease being a full time employee, then and in that event, Executive shall become a consultant pursuant to the terms of this Section. During the Consulting Period, Executive shall have the right to the same benefits for the same purposes and to the same extent as were in effect during the term of this Agreement, provided, however, if Executive ceases to be the Executive Chairman, Executive shall no longer receive Deferred Compensation. The Consulting Services to be provided shall be commensurate with Executive’s training, background, experience and prior duties with the Company Executive shall receive such stock options or cash bonuses as the Compensation Committee, in its sole discretion shall determine. Executive agrees to make himself reasonably available to provide such Consulting Services during the Consulting Period; provided, however, the Company agrees that it shall provide reasonable advance notice to Executive of its expected consulting needs and any request for Consulting Services hereunder shall not unreasonably interfere with Executive’s other business activities and personal affairs as determined in good faith by Executive. In addition, Executive shall not be required to perform any requested Consulting Services which, in Executive’s good faith opinion, would cause Executive to breach any fiduciary duty or contractual obligation Executive may have to another employer. Further, during the Consulting Period, Executive shall not be subject to any non-competition provisions except for the two-year period provided for in Section 5(c). Unless waived by Executive, Executive shall not be required to perform Consulting Services for more than four (4) days during any week or for more than eight (8) hours during any day. Executive’s travel time shall constitute hours of Consulting Services for purposes of this Section 6. The Parties contemplate that, when appropriate, the Consulting Services shall be performed at Executive’s office or residence and at the Company’s executive offices in Houston, Texas and may be performed at such other locations only as they may mutually agree upon. Executive shall be properly reimbursed for all travel and other expenses reasonably incurred by Executive in rendering the Consulting Services.

  • Consulting Arrangement At the Company’s option, the Company and Employee will enter into a consulting arrangement for a period of six (6) months from the date of such termination the “Consulting Period”), which arrangement will provide for (A) payment by the Company based upon a full-time monthly rate equal to 100% of Employee’s monthly base salary as of the date of such termination and (B) such other terms of service as shall be negotiated in good faith by the Company and Employee; provided, however, that if the Company determines not to enter into the negotiation of a consulting arrangement, or the Company and Employee cannot, following good-faith negotiation, agree upon the terms of such consulting arrangement, then promptly following such determination or the termination of such negotiations, as the case may be, Employee will be paid a lump-sum amount of cash equal to six (6) months of Employee’s base salary as of the date of such termination, less applicable withholding; provided further, however, that if during the Consulting Period Employee engages in Competition or breaches the covenants in Section 6 or in the separation agreement and release of claims, all payments pursuant to this subsection will immediately cease.

  • Compensation for Consulting Services For each quarter (i.e., three-month period) that Executive provides consulting services to MediciNova pursuant to the option of MediciNova contained in Section 9 above, MediciNova shall pay Executive a sum equal to fifteen percent (15%) of Executive’s annual Base Compensation which shall be applicable at the time of Executive’s termination of employment with MediciNova (prorated for any period of less than a quarter). The parties expressly agree that when Executive is performing consulting services for MediciNova, Executive is acting as an independent contractor. Therefore, Executive shall be solely liable for Social Security and income taxes that result from Executive’s compensation as a consultant. In addition, Executive shall not be entitled to any other benefits including, without limitation, such group medical, life and disability insurance and other benefits as may be provided to employees and/or executives of MediciNova.

  • 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.

  • Providing Party A Party offering or providing a Service to the other Party under this Agreement.

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

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