Engagement; Nature of Services Sample Clauses

Engagement; Nature of Services a) Company hereby engages VFIN as Company’s non-exclusive financial advisor to render financial and other general advice as an investment banker, including, without limitation, advice relating to “Transactions” and/or “Financings” and similar matters, as may be reasonably requested by Company. In that regard, VFIN will assist Company in identifying, analyzing, structuring, negotiating and obtaining sources of financing for suitable business opportunities which Company may take advantage of by purchase or sale of stock or assets, assumption of liabilities, merger, consolidation, tender offer, strategic relationship, joint venture, franchise agreement, licensing agreement, royalty agreement, financing arrangement or any similar transaction or combination thereof. This Agreement shall not be construed as a firm commitment or guarantee of financing which shall be on a “best efforts” basis only. VFIN shall obtain the consent of Company prior to contacting any potential participants in a proposed Transaction or Financing. The decision to consummate a Transaction and/or Financing shall be in the Company’s sole and absolute discretion, and no compensation shall be due under this agreement unless the Company notifies VFIN in writing that it wishes to utilizes its services. b) VFIN shall not be required to undertake duties not reasonably within the scope of the financial advisory or investment banking services contemplated by this Agreement or to spend any minimum amount of time in providing such services. VFIN does not provide tax, accounting or legal advice. Public offerings, if any, shall be subject to a separate agreement and are expressly not addressed in this Agreement. c) VFIN shall render such other financial advisory and investment banking services as may from time to time be agreed upon in writing by VFIN and Company (e.g., fairness opinions, business plans, etc.). The fees payable for any such other services shall be customary investment banking fees to be mutually agreed upon based upon the nature and type of such services to be rendered.
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Engagement; Nature of Services. Newbridge will act as the Company’s financial advisor with respect to the matters listed below and may perform such services as it deems reasonably necessary.
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Engagement; Nature of Services. (a) The Company engages National as the Company’s non-exclusive financial advisor to render such financial and other advice as an investment banker, as the Company may reasonably request and National deems necessary or appropriate in connection with the Agreement. (b) National shall in the course of the Engagement: · Organize ‘non-deal’ roadshows each comprising presentations to retail offices and institutional investors; · Provide access to National Securities’ Biotechnology Research Analyst for discussions about the strategy and positioning of the Company; · Provide access to National Securities’ professional staff for discussions relating to the Company’s investor relations strategy ; and · Assist in the preparation and dissemination of information regarding the Company and its activities and prospects, including, but not limited, to investor kits and presentations to retail and institutional investors, with the goal of promoting increased name recognition for the Company and familiarity with the Company’s business model, activities and strategies. (c) National shall render such other services as may from time to time be agreed upon by National and the Company (e.g., fairness opinions, business plans). The fees payable for any such other services shall be customary fees to be mutually agreed upon in advance and based upon the nature and type of the services to be rendered. (d) National shall not be required to undertake duties not reasonably contemplated by this Agreement or to spend any minimum amount of time in providing such services. National does not provide tax, accounting or legal advice. Any public offerings shall be subject to a separate agreement and are expressly not addressed in this Agreement
Sample 1
Engagement; Nature of Services. (a) The Company engages SRCA as the Company’s financial advisor to render such financial and other advice as an investment banker, as the Company may reasonably request and SRCA deems necessary or appropriate in connection with a Transaction or Financing. SRCA shall obtain the consent of the Company before contacting any potential participants in a proposed Transaction or Financing. The decision to consummate a Transaction or Financing shall be in the Company’s sole and absolute discretion. (b) SRCA shall have the right to render such other investment banking or financial advisory services as may from time to time be agreed upon by SRCA and the Company (e.g., fairness opinions, business plans). The fees payable for any such other services shall be customary investment banking or financial advisory fees to be mutually agreed upon based upon the nature and type of the services to be rendered. (c) SRCA shall not be required to undertake duties not reasonably within the scope of the investment banking or financial advisory services contemplated by this Agreement or to spend any minimum amount of time in providing such services. SRCA does not provide tax, accounting or legal advice. Any public offerings shall be subject to a separate agreement and are expressly not addressed in this Agreement.
Sample 1
Engagement; Nature of Services a) Company hereby engages SKYE as Company's non exclusive financial advisor to render financial and other general advice as an investment banker with a specific focus on business development, including, without limitation, advice relating to capital structure, cost of capital, general business strategic planning, competitive landscape and general industry issues, with a view toward maximizing shareholder value. This Agreement does not cover transactions, if any, nor does it address financing in the public or private markets; which services, if requested, shall be subject to a separate agreement and are expressly not addressed in this Agreement. SKYE shall obtain the consent of Company prior to contacting any third parties in connection with services to be rendered pursuant to this Agreement. The decision to proceed shall be in the Company's sole and absolute discretion. b) SKYE shall not be required to undertake duties not reasonably within the scope of the financial advisory or investment banking services contemplated by this Agreement or to spend any minimum amount of time in providing such services. SKYE does not provide tax, accounting or legal advice. c) SKYE shall render such other financial advisory and investment banking services as may from time to time be agreed upon in writing by SKYE and Company (e.g., fairness opinions, business plans, etc.). The fees payable for any such other services shall be customary investment banking fees to be mutually agreed upon based upon the nature and type of such services to be rendered.
Sample 1
Engagement; Nature of Services. Newbridge will act as the Company’s non-exclusive financial advisor with respect to the matters listed below and may perform such services as it deems reasonably necessary. a) M&A Services i. Using its reasonable efforts in identifying and introducing the Company to potential merger partners or acquirers of the Company, specifically a Special Purpose Acquisition Company (“SPAC”) or a public company that trades on a U.S. Exchange, (collectively, “Targets”); ii. Providing advice and assistance in connection with structuring and negotiating of any M&A Transaction; iii. Performing financial, strategic and valuation analyses of Targets; and iv. Working with the Company and its professionals in closing any M&A Transaction as deemed appropriate and necessary. Newbridge shall not be required to undertake duties not reasonably within the scope of the investment banking or financial advisory services contemplated by this Agreement or to spend any minimum amount of time in providing such services. Newbridge does not provide tax, accounting or legal advice. Any public offerings shall be subject to a separate agreement and are expressly not addressed in this Agreement.
Sample 1
Engagement; Nature of Services. (a) The Company engages Newbridge as the Company’s exclusive financial advisor to render such financial and other advice as an investment banker, as the Company may reasonably request and Newbridge deems necessary or appropriate in connection with a the Company’s Strategic Business Plan, Transaction or Financing. The decision to consummate a Transaction or Financing shall be in the Company’s sole and absolute discretion. (b) Newbridge shall render such other investment banking or financial advisory services as may from time to time be agreed upon by Newbridge and the Company (e.g., fairness opinions, business plans). The fees payable for any such other services shall be customary investment banking or financial advisory fees to be mutually agreed upon based upon the nature and type of the services to be rendered. (c) Newbridge shall not be required to undertake duties not reasonably within the scope of the investment banking or financial advisory services contemplated by this Agreement or to spend any minimum amount of time in providing such services. Newbridge does not provide tax, accounting or legal advice. Any public offerings shall be subject to a separate agreement and are expressly not addressed in this Agreement.
Sample 1
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Engagement; Nature of Services. Newbridge will act as the Company’s non-exclusive financial advisor with respect to the matters listed below and may perform such services as it deems reasonably necessary. a) M&A Services i. Using its reasonable efforts in identifying and introducing the Company to prospective acquisition candidates, including target acquisitions, potential acquirers of the Company, merger partners, strategic partners and joint venture partners (collectively, “Targets”); ii. Providing advice and assistance in connection with structuring and negotiating of any M&A Transaction; iii. Performing financial, strategic and valuation analyses of Targets; and iv. Working with the Company and its professionals in closing any M&A Transaction as deemed appropriate and necessary. Newbridge shall not be required to undertake duties not reasonably within the scope of the investment banking or financial advisory services contemplated by this Agreement or to spend any minimum amount of time in providing such services. Newbridge does not provide tax, accounting or legal advice. Any public offerings shall be subject to a separate agreement and are expressly not addressed in this Agreement.
Sample 1
Engagement; Nature of Services a) Company hereby engages Banker as Company’s exclusive financial advisor to assist in capital raising transaction. This Agreement shall not be construed as a firm commitment or guarantee of financing but shall be on a “best efforts” basis only. The decision to consummate any Transaction shall be in Company’s sole discretion. Specifically, Company and Banker mutually understand and agree that Banker will assist Company with creating its investment profile on xXxxxxxXxx.xxx, reaching out to investors the Banker feels would be appropriate, and assisting in interactions with some of those investors during the capital raise process. b) The Company shall market the deal to all suitable investors in its network as well; c) Banker shall not be required to undertake duties not reasonably within the scope of the financial advisory or investment banking services contemplated by this Agreement or to spend any minimum amount of time in providing such services. Banker does not provide tax, accounting or legal advice. d) Banker shall render such other financial advisory and investment banking services as may from time to time be agreed upon in writing by Banker and Company (e.g., fairness opinions, valuations, sale advisory etc.). The fees payable for any such other services shall be customary investment banking fees to be mutually agreed upon based upon the nature and type of such services to be rendered. e) If during the course of the engagement, the Company and the Banker jointly determine to evaluate another fundraising route such as a public raise via Reg-A, the Company understands such a decision may require it to pay additional fees and expenses, as applicable
Sample 1

Related to Engagement; Nature of Services

  • Nature of Services The Individual Contractor shall perform the services as described in the Terms of References which form an integral part of this Contract and are attached hereto as Annex I in the following Duty Station(s): .

  • Nature of Services Provided The Provider has agreed to provide the following digital educational services described in Exhibit “A”.

  • Engagement of Services Consultant shall perform the services described on Exhibit A attached hereto (the “Services”) for the Company to the best of Consultant’s ability. The Company selected Consultant to perform services for it based upon the Company receiving Consultant’s personal services. Consultant therefore may not subcontract or otherwise delegate its obligations under this Agreement without the Company’s prior written consent. Consultant shall provide the Services in a professional manner and in a manner reasonably satisfactory to the Company.

  • COMMERCIAL REUSE OF SERVICES The member or user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to 's sites.

  • Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member, Member’s design professionals and Vendor. It is permitted for the TIPS Member to provide a general scope description, but the awarded vendor should provide a written scope of work, and if applicable, according to the TIPS Member’s design Professional as part of the proposal. Once the scope of the job is agreed to, the TIPS Member will issue a PO and/or an Agreement or Contract with the Job Order Contract Proposal referenced or as an attachment along with bond and any other special provisions agreed by the TIPS Member. If special terms and conditions other than those covered within this solicitation and awarded Agreements are required, they will be attached to the PO and/or an Agreement or Contract and shall take precedence over those in this base TIPS Vendor Agreement.

  • Supply of Services 7.1 Supplier shall provide the Services to Purchaser in accordance with the Order in all material respects using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

  • Extra Services District-authorized services outside of the scope in Exhibit “A” or District-authorized reimbursables not included in Architect’s Fee.

  • Use of Services Subject to the terms of this Agreement, Stripe grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the Stripe Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.

  • Nature of Service 3.1 ISO-NE and the NYISO shall, to the maximum extent each deems consistent with the safe and proper operation of its system, the furnishing of economical, dependable and satisfactory services by its participants, and the obligations of its participants to other parties, make available to the other Party when a system Emergency exists on the other Party's system, Emergency Energy from its system's available generating capability in excess of the system’s load requirements (i.e., load requirements alone, not load plus reserve requirements) up to the transfer limits in use between the two Balancing Authority Areas. Emergency Energy is provided in cases of emergency outages of generating units, transmission lines or other equipment, or to meet other sudden and unforeseen circumstances such as forecast errors, or to provide sufficient Operating Reserve. Normally, a Party requests Emergency Energy from the other Party as a last resort, when market-based real-time energy transactions are not available, or not available in a timely fashion in order to maintain its ten-minute reserve requirement. At the time the Emergency Energy sale is being initiated, the Party delivering such Emergency Energy shall describe the Emergency Energy transaction as being one of the following: (1) “delivered out of ten-minute reserve”; (2) “delivered out of thirty-minute reserve” where such a delivery could reasonably be expected to be recalled if the Party delivering the Emergency Energy needed the generation for a reserve pick-up or other Emergency; or (3) “delivered above and beyond ten-minute and thirty-minute reserves” where the Party delivering such Emergency Energy is normally expected to be able to continue delivering the energy following a reserve pick-up. 3.2 The Parties are participants in the NPCC and are expected to comply with NPCC Criteria, Guides and Procedures. Such NPCC Criteria, Guides and Procedures include “Emergency Operation Criteria” (Document A-3), which describes the basic factors to be considered by a Balancing Authority Area in formulating plans and procedures to be followed in an Emergency. A principle of operation in this NPCC Criteria is that upon receiving a request for assistance to mitigate an Emergency, a Balancing Authority Area would provide “maximum reasonable assistance” to a neighboring Balancing Authority Area. Such reasonable assistance would not normally require the shedding of firm load. 3.3 Normally, the Party experiencing or anticipating an Emergency would request Emergency Energy from the other Party in accordance with this Schedule and applicable NPCC Criteria, Guides and Procedures after all market-based real-time transactions have been scheduled, unless there is an immediate need for such Emergency Energy in order to maintain system Reliability. 3.4 In the event a Party is unable to provide Emergency Energy to the other when needed, but there is energy available from a Third Party Balancing Authority Area supplier, the Party will use reasonable efforts to acquire and transmit such energy to the other Party where feasible.

  • Appointment; Nature of Relationship Bank One, NA is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Agent") hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "Agent," it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

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