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. Each Loan Party hereby acknowledges and agrees that, if (a) the amount equal to the Availability at any time minus the amount of the past due payables of the Loan Parties at such time (other than during the months of September, October and November) is less than twenty percent (20.0%) of the Maximum Credit Amount (without giving effect to the Term Pushdown Reserve), or (b) during the months of September, October or November of any year, if the amount equal to the Availability at any time during such months minus the amount of the past due payables of the Loan Parties at such time is less than seventeen and one-half percent (17.5%) of the Maximum Credit Amount (without giving effect to the Term Pushdown Reserve)), without limitation of any other rights of the Administrative Agent, the Administrative Agent may, in its Permitted Discretion, at the cost of the Loan Parties, upon five (5) Business Days’ prior written notice to Borrower Representative, engage a financial consultant, subject to the terms below, acceptable to the Administrative Agent in its Permitted Discretion (the “Financial Consultant”) to perform an independent business, financial and operational review of the Company, the other Loan Parties, and their Subsidiaries, and to conduct any additional analysis as reasonably requested by the Administrative Agent from time to time. The Loan Parties acknowledge that the Financial Consultant does not have any authority to bind the Administrative Agent or any other Credit Party or any counsel to any Credit Party to any agreement with any Loan Party, to make any representations or warranties on behalf of any Credit Party or any counsel to any Credit Party, or otherwise to act on behalf of any Credit Party or any counsel to any Credit Party; and that the Financial Consultant may share with the Credit Parties and the Credit Parties’ counsel and other advisors any information obtained by the Financial Consultant during the course of the discharge of its engagement concerning the Loan Parties, their financial condition, business, prospects, financial forecasts, or the Collateral. Each Loan Party agrees to provide the Financial Consultant with such information concerning such Loan Party, its financial condition, business prospects, forecasts, assets and liabilities as the Financial Consultant may reasonably request. Each Loan Party acknowledges and agrees that neither any Credit Party nor any counsel to any Credit Party will have any liability for any wrongful...
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. Section 5 of the Credit Agreement is hereby amended by adding a new Section 5.21 immediately following Section 5.20 as follows:
Financial Consultant. In order to induce Agent and Lenders to enter into this Amendment and make the additional Supplemental Term Loans provided for herein, Borrowers covenant and agree with Agent and Lenders that they shall continue to retain RAS Management or another financial consultant satisfactory to Agent and Lenders (the "Financial Consultant") for a period ending no earlier than the payment in full of the Supplemental Term Loan, provided that, the scope of engagement of the Financial Consultant and the Financial Consultant's retention agreement shall each be satisfactory to Agent and Lenders. Among other things, such retention agreement shall provide that Borrowers irrevocably authorize and direct the Financial Consultant to deliver to Agent and Lenders, at Borrowers' expense, copies of any reports prepared by the Financial Consultant on behalf of any Borrower or Guarantor and to disclose to Agent and Lenders such information as the Financial Consultant may have regarding the business of any Borrower and Guarantor. The Financial Consultant shall be retained at Borrowers' sole cost and expense and Wachovia shall have no responsibility to Borrowers or Guarantors for any acts or omissions of the Financial Consultant. Without limiting the generality of the foregoing, Financial Consultant shall assist Borrowers in providing Agent and Lenders with 13-week rolling cash flow statements for Borrowers and Guarantors, in form and substance satisfactory to Agent and Lenders (including projected cash flow and actual results on a comparative basis), which shall be delivered to Agent and Lenders at such weekly intervals as shall be requested by Agent.
Financial Consultant. By not later than May 11, 2007, the Credit Parties shall have (i) retained a financial consultant, acceptable to the Agents, 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 the Agents and the Lenders, and (ii) delivered a fully-executed copy of such agreement to the Administrative 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 the Agents to discontinue such retention. Upon the request of any 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 the Agents, which financial consultant shall be selected by the Credit Parties from a list of three (3) financial consultants identified to the Credit Parties by such Agent as being acceptable to the Agents, as their financial consultant pursuant to a written agreement in form and substance acceptable to the Agents 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 any Agent’s reasonable request, shall make such financial consultant’s representatives available to the Agents and Lenders to discuss any recommendations that such financial consultant may have with respect to the business of the Credit Parties with the Agents and the Lenders.
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.
