Financial Consultant. Within three (3) Business Days of receiving a written request from the Agent or any Lender, the Borrower shall from time to time and at any time retain and employ, at the Borrower's sole cost and expense, on a full-time or part-time basis as the Agent shall direct, a financial or turnaround consultant acceptable to the Agent to advise the Borrower in connection with the financial matters, operation and improvement of its business (the "Financial Consultant"). The Financial Consultant shall perform, in addition to any requests of the Borrower, such specific duties and actions that the Agent shall request. The Borrower shall fully cooperate with the Financial Consultant, including providing access to the Borrower's and its Subsidiaries' books, records, facilities and officers or directors, such that the Financial Consultant may properly advise the Borrower regarding the improvement of its business and complete any other work requested by the Agent or the Lenders. The Borrower hereby consents to the Agent and/or any Lender contacting the Financial Consultant directly with respect to its review of the Borrower and its Subsidiaries, and hereby agrees that such communications shall not be restricted or denied in any way. In connection with the foregoing, the Financial Consultant and/or the Borrower shall deliver to the Agent and the Lenders copies of all final work product prepared by the Financial Consultant simultaneously with the Financial Consultant's delivery thereof to the Borrower or upon the Borrower's receipt thereof, as applicable, and the Financial Consultant shall provide the Agent and the Lenders with any other work product of the Financial Consultant that the Agent and the Lenders may request. The Agent and the Lenders agree that materials and information furnished to them by the Financial Consultant shall be considered confidential information for purposes of the Credit Agreement. The Borrower shall pay all fees, costs and expenses of, and related to, the Financial Consultant. The Borrower, at its sole cost and expense, shall immediately implement any changes or recommendations identified or made by the Financial Consultant if so requested by the Agent or the Lenders; provided, however, that the Borrower shall not be obligated to implement any such change or recommendation if and only as and to the extent that the Borrower's Board of Directors reasonably believes that the Borrower's implementation of such change or recommendation will violate appl...
Financial Consultant. (a) The Loan Parties agree that, at all times from and after (x) in the event the Specified Event shall not have occurred on or prior to May 31, 2023 (or such later date agreed to in writing by the Administrative Agent in its sole discretion), June 1, 2023 and (y) otherwise, June 12, 2023 (or such later date agreed to in writing by the Administrative Agent in its sole discretion), the Loan Parties shall, at their sole cost and expense and after consulting with the Administrative Agent, retain a third party financial consultant (a “Financial Consultant”) to provide financial and business assistance to the Loan Parties during such period, which Financial Consultant shall be acceptable to the Administrative Agent in its sole discretion and shall have a scope of engagement of that is reasonably satisfactory to the Administrative Agent. If the Loan Parties cooperate with the Financial Consultant (including, without limitation, in connection with the preparation and/or review of Borrowing Base Certificates, Approved Budgets and Approved Budget Variance Reports) in a manner consistent with the role of the Borrower Consultant as required by Section 6.10(c) of the Credit Agreement, such retention of a Financial Consultant may be made in lieu of compliance with Section 6.10(c) (subject to such Financial Consultant acting in the same capacity (and with the same obligations) as the Borrower Consultant).
(b) The terms and scope of the engagement of the Financial Consultant shall be acceptable to the Administrative Agent and, without limiting the foregoing, the engagement shall (i) permit the Financial Consultant to report directly to the board of managers or directors, as applicable, of each Loan Party, (ii) grant the Administrative Agent and the Lenders complete and unfettered access to the Financial Consultant and authorize the Financial Consultant to communicate directly with the Administrative Agent and the Lenders and to furnish the Administrative Agent and the Lenders with such information as the Administrative Agent and the Lenders may request (together with copies of all written materials provided to the board of managers or directors of each Loan Party by such Financial Consultant), and (iii) require that the Financial Consultant review and submit on behalf of the Loan Parties all financial information and other reports required to be delivered by the Loan Parties to the Administrative Agent and the Lenders under the terms of this Agreement and the other Loan ...
Financial Consultant. Evidence that the Company has engaged a financial consultant satisfactory to the Administrative Agent.
Financial Consultant. A person affiliated with Betterment who offers Supplementary Services to Clients who have elected to participate in the Betterment Premium plan or who otherwise receive Supplementary Services offered by Betterment from time to time.
Financial Consultant. In the event that any of (i) the Proposed Commitment is not provided to Administrative Agent and Lenders on or prior to the Proposed Commitment Deadline, (ii) the Refinancing Commitment is not provided to Administrative Agent and Lenders on or prior to the Commitment Deadline, or (iii) the Refinancing is not consummated on or prior to the Refinancing Deadline, Borrower and Guarantors shall select and engage a financial consultant reasonably acceptable to the Required Lenders, the terms of which engagement shall be reasonably acceptable to the Required Lenders.
Financial Consultant. Within thirty (30) days after the Effective Date, the Borrower shall have engaged a financial consultant acceptable to the Agent to perform consulting services of a scope and tenor acceptable to the Agent.
Financial Consultant. On or before October 31, 2004, the Borrower shall retain and maintain at its own cost and expense a recognized third party financial consultant selected by it and reasonably acceptable to the Administrative Agent and the Required Lenders to serve as a financial consultant to the Borrower to evaluate the Borrower’s financial condition, operating performance and business prospects, including reviewing the Borrower’s restructuring initiatives regarding its US Traffic business segment, and to assist the Borrower in the timely preparation and delivery of financial reports and cash flow forecasts, and to perform such other services as the Borrower may require or the Administrative Agent or the Required Lenders may reasonably request (and the Borrower shall provide the Administrative Agent and the Lenders with a copy of the written engagement letter with such financial consultant, which shall be in form and substance acceptable to the Administrative Agent and the Required Lenders, on or before October 31, 2004). The Borrower shall take reasonable steps to assure that such consultant is available for discussion with the Administrative Agent and the Lenders from time to time as any of the Lenders may request regarding the Borrower and its Subsidiaries.”
Financial Consultant. The Parent and the Borrower shall continue to retain, at the Borrower's and Guarantors' expense, Alvarez & Marsal (the "Financial Consultant") on terms and xxxxxxxons satisfactory to the Administrative Agent for a period of not less than three (3) months following the Closing Date, as its financial consultant. Parent acknowledges that the Financial Consultant has been chosen solely by Parent and the Financial Consultant will be an agent only of Parent, and not of the Administrative Agent or any Lender, in all respects. At any time and from time to time, the Borrower and the Guarantors shall make the Financial Consultant, its officers and other consultants of the Parent and its Subsidiaries available, whether by telephone or in person, to review and discuss the Parent's and its Subsidiaries' financial condition; PROVIDED that the Parent shall have the option to participate in such communications.
Financial Consultant. Section 5 of the Loan Agreement is amended by adding the following new Section 5.1.27 thereto:
Financial Consultant. By not later than May 11, 2007, the Credit Parties shall have (i) retained a financial consultant, acceptable to Agent, as their financial consultant with respect to the U.S. operations of the Credit Parties, pursuant to a written agreement in form and substance acceptable to Agent and the Lenders, and (ii) delivered a fully-executed copy of such agreement to Agent, certified as true and correct by an Authorized Officer of Holdings. The Credit Parties shall continue the retention of such financial consultant, as well as any financial consultant retained by the Credit Parties prior to the Closing Date, until such time as the Credit Parties receive the prior written consent of Agent to discontinue such retention. Upon the request of Agent to Holdings, the Credit Parties shall promptly, and in any event, within five (5) Business Days following the receipt of such request, retain and continue the retention of a financial consultant with respect to any jurisdiction in which the Credit Parties are not currently retaining the services of a financial consultant acceptable to Agent, which financial consultant shall be selected by the Credit Parties from a list of three (3) financial consultants identified to the Credit Parties by Agent as being acceptable to Agent, as their financial consultant pursuant to a written agreement in form and substance acceptable to Agent and the Lenders. At all times during the retention of any such financial consultants, the Credit Parties shall provide such financial consultant’s representatives with all assistance and cooperation necessary to fully perform their duties under such retention agreement, and, upon Agent’s reasonable request, shall make such financial consultant’s representatives available to Agent and Lenders to discuss any recommendations that such financial consultant may have with respect to the business of the Credit Parties with Agent and the Lenders.
