Engagement of Advisors Sample Clauses

Engagement of Advisors. During the Disposition Period, the Company may engage one or more consultants, investment banks and other advisors to assist with the marketing and sale of the Potentially Transferrable Assets and shall fund such expenses up to the amount of the BD CVR Holdback. During the Disposition Period, the Company will use reasonable efforts to maintain the assets included in the Potentially Transferable Assets, including maintaining the registration of the registered intellectual property rights set forth on Schedule 4.7, but only to the extent that the out-of-pocket costs thereof, in the aggregate, together with any Permitted Deductions pursuant to clauses (b) and (c) of the definition of Permitted Deductions, do not exceed the BD CVR Holdback. The Company will use commercially reasonable efforts to negotiate in good faith with prospective counterparties who make bona fide offers with respect to the Potentially Transferrable Assets during the Disposition Period, consummate any Dispositions of the Potentially Transferrable Assets that are successfully negotiated during the Disposition Period and act in good faith with respect to any potential Disposition. For the avoidance of doubt, the Company shall have no obligation to undertake any marketing efforts with respect to the Potentially Transferrable Assets during the Disposition Period, nor shall the Company have any obligation to solicit competing bids or otherwise maximize the value of any Disposition.
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Engagement of Advisors. Engage, at the Company’s expense, independent legal, accounting, financial, valuation and other appropriate advisors to serve the Committee’s needs and assist it in the discharge of its responsibilities in connection with the Review and the investigation, review and negotiation of any Potential Transaction, and making a recommendation to the Board with respect thereto, and the Committee shall also have the power and authority to enter into on behalf of the Company retention letters, engagement letters, contracts and agreements (including agreements relating to indemnification and contribution) with such advisors provided that such letters, contracts and agreements do not contain obligations of the Company that extend beyond the closing of a Potential Transaction, except for customary provisions of an engagement letter such as indemnities and deferred payments that have effect post-closing.
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Engagement of Advisors. The Development Manager may, with the approval of the Project Committee, engage Consultants to assist the Project .
Sample 1
Engagement of Advisors. In connection with Xxxxx Xxxxx’ press release, dated April 18, 2017, regarding its intention to explore strategic alternatives for the business of 3Q (the “3Q Business”), Xxxxx Xxxxx shall, if it has not already done so prior to the date hereof, as promptly as practicable following the date hereof, engage financial advisors to assist Xxxxx Xxxxx in the formal process of soliciting potential bidders and bids for the sale of the 3Q Business (the “Sale Process”). No later than May 18, 2017, such financial advisors shall have begun making contact with potential bidders to initiate the Sale Process after having received approval by the Board of Directors of Xxxxx Xxxxx (the “Board”) to solicit offers from an agreed upon list of potential bidders.
Sample 1
Engagement of Advisors. Development Manager will, as agent for and on behalf of the Contributing Parties, engage Consultants in all aspects of procurement pertaining to the Project where expertise in respect thereof is not readily available within Development Manager. Such Consultants, and their role, may include the following: • technical design consultants for all phases of the Project from reviewing the draft project specific documentation to assisting in the preparation of the project specific documentation, attending technical meetings with bidders, assisting with the preparation of responses to questions posed or comments submitted by bidders, and assisting in the evaluation process; • an independent engineer to act for the Contributing Parties as an independent overseer to review the technical design consultant's work; • procurement consultant to guide the procurement process with leading practices in the selected delivery model and assisting with documentation where applicable; • a risk management consultant; • financial consultants to help establish commercial terms for procurement documents and forms of contracts, and to assist with other financial matters, including review of submissions, and assistance in the preparation of review documentation and reports such as any value for money report and refreshes thereof; • a fairness advisor to monitor each applicable procurement process to ensure that it is fair, open and transparent; and • legal consultants to assist in the preparation and review of the procurement documents and the project agreement to be entered into by Development Manager (as agent for and on behalf of the Contributing Parties) and the successful General Contractor and other agreements and legal documents ancillary to those agreements.
Sample 1
Engagement of Advisors. The Plan Administrator may employ actuaries, attorneys, accountants, brokers, employee benefit consultants, and other specialists to render advice concerning any responsibility the Plan Administrator or Committee has under this Plan. Such persons may also be advisors to any Participating Company or Affiliate.
Sample 1
Engagement of Advisors. The Borrower understands that the Agent may engage, or cause its counsel to engage, one or more financial advisors to advise the Lenders with respect to the financial condition, business and prospects of the Borrower and the Subsidiaries and any proposed restructuring of the capitalization of the Borrower and the Subsidiaries, including the terms thereof. If any such advisor delivers a formal written report to the Agent in connection with such engagement and does not furnish a copy thereof to each Lender, the Agent shall furnish a copy thereof to each Lender; provided, however, that such delivery shall not constitute a representation or warranty of any type by the Agent with respect thereto. The Borrower agrees that (i) it is responsible for the reasonable fees and disbursements of any such advisor pursuant to Section 9.05 of the Credit Agreement; (ii) it will cooperate fully with any such advisor in accordance with Section 6.09 of the Credit Agreement, and (iii) neither it nor any Subsidiary has no right to any work product of any such advisor.
Sample 1
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Engagement of Advisors. The Agents shall be entitled at any time to retain an advisor or advisors to assist the Agents and the Banks in, among other things, exercising their rights and remedies following an Event of Default. The Borrower shall, and shall cause each of its Subsidiaries to, cooperate with such advisor(s) and provide such advisor(s) with such information, documentation, and access to employees as may be reasonably requested by such advisor(s). The Agents shall notify the Borrower of any such retention.
Sample 1
Engagement of Advisors. The Administrative Agent and/or its counsel shall be entitled at any time to retain an advisor or advisors to assist the Administrative Agent and the Lenders in, among other things, exercising their rights and remedies following an Event of Default. The Borrower shall, and shall cause each of its Subsidiaries to, cooperate with such advisor(s) and provide such advisor(s) with such information, documentation, and access to employees as may be reasonably requested by such advisor(s). The Administrative Agent shall notify the Borrower of any such retention.
Sample 1

Related to Engagement of Advisors

  • Engagement of Administrator The Issuer and the Owner Trustee engage the Administrator to perform the obligations of the Issuer and the Owner Trustee under the Transaction Documents as described in this Agreement, and the Administrator accepts the engagement.

  • Appointment of Advisor The Trust hereby employs the Advisor and the Advisor hereby accepts such employment, to render investment advice and related services with respect to the assets of the Fund for the period and on the terms set forth in this Agreement, subject to the supervision and direction of the Trust’s Board of Trustees (the “Board of Trustees”).

  • APPOINTMENT OF ADVISER The Manager hereby appoints the Adviser to act as an investment adviser for the Fund, subject to the supervision and oversight of the Manager and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Adviser will be an independent contractor and will have no authority to act for or represent the Trust or the Manager in any way or otherwise be deemed an agent of the Trust or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Adviser.

  • Duties of Advisor The Trust employs the Advisor to manage the investment and reinvestment of the assets of the Wellington Management Portfolio; to continuously review, supervise, and administer an investment program for the Wellington Management Portfolio; to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested; to provide the Fund with all records concerning the activities of the Advisor that the Fund is required to maintain; and to render regular reports to the Trust's officers and the Board of Trustees concerning the discharge of the foregoing responsibilities. The Advisor will discharge the foregoing responsibilities subject to the supervision and oversight of the Trust's officers and the Board of Trustees, and in compliance with the objective, policies, and limitations set forth in the Fund's prospectus and Statement of Additional Information, any additional operating policies or procedures that the Fund communicates to the Advisor in writing, and applicable laws and regulations. The Advisor agrees to provide, at its own expense, the office space, furnishings and equipment, and personnel required by it to perform the services on the terms and for the compensation provided herein.

  • 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.

  • Duties of Adviser The Fund hereby appoints the Adviser to act as investment adviser to the Fund's Chicago Asset Management Value/Contrarian Portfolio (the "Portfolio") for the period and on such terms as set forth in this Agreement. The Fund employs the Adviser to manage the investment and reinvestment of the assets of the Portfolio, to continuously review, supervise and administer the investment program of the Portfolio, to determine in its discretion the securities to be purchased or sold and the portion of the Portfolio's assets to be held uninvested, to provide the Fund with records concerning the Adviser's activities which the Fund is required to maintain, and to render regular reports to the Fund's officers and Board of Trustees concerning the Adviser's discharge of the foregoing responsibilities. The Adviser shall discharge the foregoing responsibilities subject to the control of the officers and the Board of Trustees of the Fund, and in compliance with the objectives, policies and limitations set forth in the Portfolio's prospectus and applicable laws and regulations. The Adviser accepts such employment and agrees to render the services and to provide, at its own expense, the office space, furnishings and equipment and the personnel required by it to perform the services on the terms and for the compensation provided herein.

  • Responsibilities of Adviser In carrying out its obligations under this Agreement, the Adviser agrees that it will: (a) Comply with all applicable law, including but not limited to the 1940 Act and the Advisers Act, the rules and regulations of the Commission thereunder, and the conditions of any order affecting the Trust or a Fund issued thereunder; (b) Use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (c) Not make loans to any person for the purpose of purchasing or carrying Fund shares; (d) Place, or arrange for the placement of, all orders pursuant to its investment determinations for the Funds either directly with the issuer or with any broker or dealer (including any affiliated broker or dealer). In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider whether such broker or dealer furnishes research and other information or services to the Adviser; (e) Adhere to the investment objective, strategies and policies and procedures of the Trust adopted on behalf of each Fund; and (f) Maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Fund, the Adviser's investment advisory personnel will not inquire or take into consideration whether the issuers (or related supporting institutions) of securities proposed for purchase or sale for the Fund's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Fund.

  • Compensation of Advisor For services to be provided by the Advisor pursuant to this Agreement, the Fund will pay to the Advisor, and the Advisor agrees to accept as full compensation therefor, an investment advisory fee consisting of a base fee plus a performance adjustment at the rates specified in Schedule A to this Agreement, payable quarterly in arrears.

  • REPRESENTATIONS OF ADVISER The Adviser represents, warrants and covenants that: A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing its obligations under this Agreement; (iii) has met, and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform its obligations under this Agreement; (iv) has the power and authority to enter into and perform its obligations under this Agreement; and (v) will promptly notify the Sub-Adviser of the occurrence of any event that would disqualify the Adviser from serving as the investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Sub-Adviser with a copy of such code of ethics. C. The Adviser will also promptly notify the Sub-Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Portfolio(s) and affecting the Sub-Adviser; provided, however, that routine regulatory examinations not involving the Sub-Adviser shall not be required to be reported by this provision. D. The Adviser is registered as a commodity pool operator (“CPO”) under the Commodity Exchange Act (“CEA”) and is a member of the National Futures Association (“NFA”). With respect to each of the Portfolio(s), the Adviser has claimed either (1) the CPO exclusion in Commodity Futures Trading Commission (“CFTC”) Regulation 4.5 with respect to the Portfolio and, in such case, the Adviser will file the notice required under CFTC Regulation 4.5 with respect to the Portfolio and will annually reaffirm such notice filing on behalf of the Portfolio as required by CFTC Regulation 4.5; or (2) the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to the Portfolio. Information regarding whether the Adviser has claimed either the CPO exclusion in CFTC Regulation 4.5 or the relief in CFTC Regulation 4.12(c)(1)(ii) with respect to a Portfolio is available on the NFA’s website at xxx.xxx.xxxxxxx.xxx. The Adviser further represents, warrants and covenants that each of the Portfolio(s) is, and until this Agreement is terminated will remain, an “eligible contract participant” within the meaning of Section 1a(18) of the CEA.

  • Relationship of Advisor and Company The Company and the Advisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.

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