Independent Advisors. The Investor has consulted with the Investor’s legal and tax advisors with respect to legal matters and the financial and tax consequences of an investment in the Company, as well as the suitability of this investment, based on the Investor’s individual circumstances.
Independent Advisors. In making any determination, including but not limited to the determination of a Grant Date SAR Value or an Exercise Date SAR Value, the Remuneration Committee shall be entitled to rely on such independent advisors as the Remuneration Committee shall select in its discretion.
Independent Advisors. The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.
Independent Advisors. Each of Buyer and Seller has retained its own legal counsel and tax advisors in connection with the foregoing transaction at its sole cost and expense. Each party has relied exclusively upon the legal and tax advice given by its respective advisors.
Independent Advisors. The Audit Committee shall have the authority to engage independent legal and any other advisors it deems necessary or appropriate to carry out its responsibilities.
Independent Advisors. The Board and Board committees, to the extent set forth in the applicable committee charter, have the right to consult and retain independent legal and other advisors at the expense of the Company.
Independent Advisors. The Noteholder has consulted with the Noteholder’s legal and tax advisors with respect to legal matters and the financial and tax consequences of participating in the Offering, as well as the suitability of this investment, based on the Noteholder’s individual circumstances.
Independent Advisors. The undersigned has been advised to consult with an independent attorney regarding legal matters concerning the Company and to consult with an independent tax adviser regarding the tax consequences of purchasing the Units.
Independent Advisors. (a) The Proponent acknowledges and accepts that the Owner will appoint advisors including:
(i) a Fairness Reviewer;
(ii) a Financial Auditor;
(iii) a Third Party Estimator;
(iv) an alliance advisor;
(v) one or more architectural, construction, engineering or technical reviewers;
(vi) commercial advisors; and
(vii) legal advisors, each a Restricted Party as defined in the Alliance Development Phase Request for Proposals, to be accountable independently and directly to the Owner to validate the Project Proposal, to perform any task required by the Owner, and to provide independent reports and validation of any aspect of the Project Proposal.
(b) The Owner has engaged Infrastructure BC to provide advice and assistance in relation to the procurement process for the Project and to provide ongoing advice in the administration of the Project Alliance Agreement. The Owner anticipates that a senior employee of Infrastructure BC will be a member of the Alliance Leadership Team and that other Infrastructure BC employees will form part of the Wider Project Team.
(d) The Proponent agrees, in the spirit of the commitments it has made in Section 3 and elsewhere in this Agreement, to:
(i) provide the Owner's independent advisors with full access to all records and the basis of all of the methodology, approaches, assumptions, quantities, rates, amounts, estimations and contingencies referred to above during the investigations and the preparation of the TOC; and
(ii) fully co-operate with and assist the Owner's advisors to ensure that such advisors are able to effectively and expeditiously carry out their duties.
(e) In preparing the Project Proposal, the Proponent commits to an ‘open book’ approach, meaning that the Owner can have access to all records, information and data in the possession of the Proponent and each of its Members which in any way has a bearing on the TOC, the Target Cost Estimate, the KPIs, and any other aspects of the Project Proposal. This aspect of the open book philosophy will be carried forward by the Proponent into all aspects of costing and accounting.
(f) The Owner will bear all of the costs of any independent advisors appointed under this Section 8.
Independent Advisors. (a) Prior to the consummation of any loan to a Borrower, the Partnership must receive a letter of opinion addressed to the Partnership from an independent real estate advisor (“Independent Advisor”) to the effect that the loan is fair and at least as favorable to the Partnership as a loan to an unaffiliated borrower in similar circumstances. The Borrower shall bear the cost of such opinion.
(b) Prior to any disposition, renegotiation, or other subsequent transaction involving a loan to an affiliated Borrower, the Partnership will receive a similar letter of opinion from an independent real estate advisor. Notwithstanding the above, in the event of (i) the transfer of all or any portion of the real property which secures the loan and where the Partnership either enforces the due-on-sale provisions of Section 2.04 of the Master Loan Agreement or is prohibited from accelerating the Note under Section 2.04; or (ii) the loan becoming due and payable, and is paid, such letter of opinion will not be required if the terms governing the event as set forth in the original loan documents which had previously been reviewed by the independent real estate advisors are substantially complied with. The Borrower shall bear the cost of such opinion.
(c) The independent real estate advisor will be a long established, nationally recognized investment banking firm, accounting firm, mortgage banking firm, bank, real estate financial firm, or advisory firm and will have a staff of real estate professionals.
