Nature of Assets; Consultant to Act as Consultant Sample Clauses

Nature of Assets; Consultant to Act as Consultant. (i) Owner hereby appoints Consultant to provide the Consulting Services pursuant to PRC Law and the business scope of the Consultant as approved by PRC government, and Consultant hereby accepts such appointment and hereby agrees to provide the Consulting Services pursuant to the terms of this Agreement. (ii) Consultant will provide the Consulting Services in accordance with (a) applicable PRC Law, (b) the terms of this Agreement, (c) the directions given pursuant to this Agreement from time to time by Owner, and (d) its responsible and reasonable judgment, within its agency authority and in the interest of Owner, as to other appropriate actions, subject to the approval of Owner. Consultant will perform all of its obligations under this Agreement with a view towards maximizing the returns to Owner, subject to the directions of Owner. (iii) Consultant will (a) provide the Consulting Services in conformity with the requirements of this Agreement and customary prudent industry standards employed by providers of advisory and consulting services in respect of similar assets that act in a prudent manner in providing advisory and consulting services in respect of loans similar to the Assets and in accordance with the Integrity Policy and Citigroup Policies, (b) provide advisory, consulting and coordination services for the management and operation of the Properties in conformity with the requirements of this Agreement and using customary prudent industry standards employed by consultants of similar properties that act in a prudent manner in providing advisory and consulting services for the management and operation of properties that are similar to the Properties in the relevant markets, and (c) in any event, exercise the same standard of care and exercise the same judgment as if the action or failure to act were entirely for its own account and Consultant were a prudent and experienced consultant. (b) Consultant will be responsible for performing its obligations corresponding to its authorizations as set forth in this Agreement and will, in accordance with the written directions of Owner, advise Owner in relation to the maintenance of the security interest on the Properties and related collateral of the respective Loans. (c) Notwithstanding any provision set forth above, Consultant will have no authority to undertake any of the actions described in this Agreement unless the action has been approved in writing by Owner.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Nature of Assets; Consultant to Act as Consultant

  • Independent Consultant 13.1 In the performance of work or services hereunder, Consultant shall be deemed an independent contractor, and any of its agents, employees, officers, or volunteers performing work required hereunder shall be deemed solely as employees of contractor or, where permitted, of its subcontractors. 13.2 Consultant and its agents, employees, officers, or volunteers shall not, by performing work pursuant to this Agreement, be deemed to be employees, agents, or servants of County and shall not be entitled to any of the privileges or benefits of County employment.

  • Engagement of Consultant The Company hereby engages Consultant to ------------------------- assist the Company in programming services.

  • Disclosure of Prior State Employment – Consulting Services If this Contract is for consulting services, A. In accordance with Section 2254.033 of the Texas Government Code, a Contractor providing consulting services who has been employed by, or employs an individual who has been employed by, System Agency or another State of Texas agency at any time during the two years preceding the submission of Contractor’s offer to provide services must disclose the following information in its offer to provide services. Contractor hereby certifies that this information was provided and remains true, correct, and complete: 1. Name of individual(s) (Contractor or employee(s)); 2. Status; 3. The nature of the previous employment with HHSC or the other State of Texas agency; 4. The date the employment was terminated and the reason for the termination; and 5. The annual rate of compensation for the employment at the time of its termination. B. If no information was provided in response to Section A above, Contractor certifies that neither Contractor nor any individual employed by Contractor was employed by System Agency or any other State of Texas agency at any time during the two years preceding the submission of Contractor’s offer to provide services.

  • Consultant Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

  • Recognition of Company’s Rights; Nondisclosure At all times during my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing. I will obtain Company's written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at Company and/or incorporates any Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns.

  • Employment of Consultants Part A General Consultants’ services shall be procured in accordance with the provisions of the Introduction and Section IV of the "Guidelines: Selection and Employment of Consultants by World Bank Borrowers" published by the Bank in January 1997 and revised in September 1997 (the Consultant Guidelines) and the following provisions of Section II of this Schedule. Part B: Quality- and Cost-based Selection Except as otherwise provided in Part C of this Section, consultants’ services shall be procured under contracts awarded in accordance with the provisions of Section II of the Consultant Guidelines, paragraph 3 of Appendix 1 thereto, Appendix 2 thereto, and the provisions of paragraphs 3.13 through 3.18 thereof applicable to quality- and cost-based selection of consultants. Part C: Other Procedures for the Selection of Consultants 1. Selection Based on Consultants Qualifications Services estimated to cost less than $100,000 equivalent per contract may be procured under contracts awarded in accordance with the provisions of paragraphs 3.1 and 3.7 of the Consultant Guidelines.

  • COMPENSATION TO CONSULTANT The Consultant's compensation for the Consulting Services shall be as set forth in Exhibit B attached hereto and incorporated herein by this reference.

  • No Agreement as Director or Officer Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company or its Shareholders.

  • Right to Appoint Agent or Advisor The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith. The appointment of agents pursuant to this Section 8.9 shall be subject to prior consent of the Company, which consent shall not be unreasonably withheld.

  • Transition Planning The AGENCY will be responsible for the development of the student’s Transition Plan, which begins upon entry and is completed prior to the student’s exit.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!