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Nature of the engagement Sample Clauses

Nature of the engagement a. You hereby confirm and declare that the engagement between you and the Site is an engagement between the provider of a license and a licensee and the parties are not bound in any employee-employer relations and/or in any partnership relations. b. You will not be able to cancel the engagement in the Agreement herein and as from the moment of engagement you will not be entitled to any refund whatsoever, unless in accordance with the Site’s exclusive discretion. c. The Site has the right to change the conditions of the Agreement herein from time to time at its exclusive discretion. Upon making the changes, the new agreement will be published in the Site and a notice will be sent to you. If you do not agree to the changes in the Agreement, you must cease using the Site and downloading Works, for otherwise your continuing the use of the Site and downloading Works will be considered as accepting the changes mentioned and they will apply to you in their entirety. d. The Site is entitled to assign and/or transfer and/or deliver its rights and/or its undertakings according to the Agreement herein, in whole or in part, to third parties as it may see fit and at its exclusive discretion, and any transferee as mentioned will be entitled to make a transfer as mentioned to third parties as it may see fit without having to obtain your consent. e. Upon termination of the Agreement for any cause whatsoever, the License to Use granted to you by its virtue will expire and you hereby undertake to immediately cease downloading Works and using them. f. The Agreement herein forms and summarizes all the provisions agreed between the parties with all that relates thereto and any agreement and/or undertaking and/or declaration not specifically included in the Agreement herein will not be valid. You hereby waive in advance any claim according to which the Agreement was changed and/or amended and/or canceled by conduct or by any correspondence between you and the Company or anyone on its behalf. g. You hereby undertake to indemnify the Company for any damage and/or expense it may incur consequent upon any use a Licensee may do of a recording in a manner contradicting the provisions of the Agreement herein. h. You bear responsibility for payment of all taxes and expenses applying to you consequent upon the Agreement herein, to the extent such may apply. i. If and to the extent any provision of the Agreement herein is decided by court to be illegal or unenforceable, it will not be su...
Nature of the engagement. As Financial Advisor, we will advise and assist the Fund with regard to the following: All aspects of the offering including advising on the pricing formula and the terms and conditions for the offering, marketing to shareholders and new investors (as detailed in Appendix A, attached hereto), reviewing the Registration Statement and Prospectus Supplement prior to SEC filing, selection of the Information and Subscription Agent and all other matters related to the Offering. Chxxxxxxxx xill also work with all parties involved in the Offering including the Board of Directors, Legal Counsel, the Fund’s Investment Advisor, Information Agent, Subscription Agent, the New York Stock Exchange and others to coordinate the overall process in an effort to help assure that the Offering proceeds smoothly and on schedule. The Fund recognizes and confirms that: (i) in performing these services the Financial Advisor will be, in part, using and relying on publicly available information released by the Fund and such other information as may be furnished to it or approved by the Fund (collectively, the “Information”); (ii) the Financial Advisor does not assume responsibility for the accuracy and completeness of the Information and (iii) the Financial Advisor is not responsible for independently verifying any of the Information provided to it by the Fund. The Fund shall be responsible for the contents of any disclosure documents used in the Offering. The FW1d shall ensure that such documents will not, with respect to Information provided by the Fund, as of the date of any offer or sale of any securities, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading. In its efforts to bring investors into the Offering, the Financial Advisor shall act solely as the Fund’s agent and not as principal. The Fund understands and agrees that Chxxxxxxxx xs not acting in a fiduciary capacity.
Nature of the engagement. In the context of the Offering, we propose to undertake certain activities, including, if appropriate, the following: a. act as joint bookrunner and joint-lead manager of the Offering, with a minimum underwriting of 45% of the Offering and in any case not less than the other bookrunner; the Company also commits to do its best efforts to appoint NATIXIS as a Global Coordinator; b. co-ordinate the management of the Offering and liaise with the Company’s other advisers; c. co-ordinate communications with the sellers in respect of the Offering; d. assist the Company and its advisers in the preparation of a French-language offering documentation (comprising a “document de base” and a “note d’opération” to be approved by the Autorité des Marchés Financiers (AMF)) as well as an English-language international preliminary prospectus and final prospectus, and other relevant documentation; e. as and when appropriate, confirm to the AMF that we have performed due diligence in accordance with the FBF-AFEI Code and have found no inaccuracy in or significant omission from the French-language offering documentation that would mislead investors; f. give feedback to the Company with respect to decisions relating to the size, structure and pricing of the Offering; g. act as sole settlement-delivery and stabilising agent of the Offering; h. work with the Company on identifying an appropriate investor base for the Company, including co-ordinating and implementing a marketing programme to introduce the Company to potential institutional investors and assisting in the preparation of presentations to prospective investors; i. discuss with the Company and the sellers our principles for allocation, the factors we believe to be relevant to the allocation and pricing of the securities to be offered and agree the objectives and process for the allocation and pricing; and j. assist in the preparation of press releases. Our participation in any proposed Offering is subject, among other things, to (i) compliance by the Company and the sellers with their respective obligations under this letter and with all applicable laws and regulations, (ii) satisfactory completion of business and legal due diligence by NATIXIS, (iii) satisfactory market conditions, in the sole judgement of NATIXIS, (iv) satisfactory documentation, including execution by the Company and the sellers of an underwriting agreement in a form satisfactory to all parties, (v) satisfactory standard comfort letters from the Com...
Nature of the engagement. Leasing of an Available Car to the Lessee, for variable periods of time, and the returning thereof to the place from which it was taken, in accordance with the Service Track selected by the Lessee.
Nature of the engagementThe Financial Advisor will advise and assist the Company with the following: Phase I: Planning and DevelopmentDuring Phase I, Xxxxxxxxxx will advise and assist Intelligent Fund Management, LLC to position the OmniFund products, including “Robo Advisor”, with regard to the following:  Marketing – Advise on revenue models for target investor groups and platforms for product delivery.  New products – New product ideas that could be developed using the existing OmniFund methodology in order to fit market niches or asset classes of high demand or where the methodology demonstrates strong performance characteristics.  Investors – Determine the target investor groups.  Platforms – Analyze the options for platforms for product delivery.  Access – Establish how to most successfully access investor groups.  Product Structure – Advise on all aspects of product structure as they relate to target investor groups and platforms for product delivery. Phase II: Execution  During Phase II, Xxxxxxxxxx will advise and assist IMF with regard to the following:  Identify alternatives and advise on product structures such as ETF’s (both passive and active index products), Mutual Funds, Closed-End Funds, Separately Managed Accounts (SMAs), and delivery systems such as Strategic Partnerships, Asset Management companies, Securities firms and funds.  Advise on strategy for providing OmniFunds capabilities such as Direct management, Co-management, Subadvisory, Strategic Partnership and advise on the strengths and weaknesses of each as they relate to OmniFunds.  Prioritize the most attractive options in terms of (1) capturing AUM, (2) revenue models to maximize profitability, and (3) timing – develop realistic timetables.  Create marketing materials as needed for each initiative.  Contact groups targeted. Arrange and attend meetings with OmniFunds.  Advise and assist with negotiations for each initiative. The Company recognizes and confirms that: (i) in performing these services the Financial Advisor will be using and relying on publicly available information released by the Company and such other information as may be furnished to it or approved by the Company (collectively, the “Information”); (ii) the Financial Advisor does not assume responsibility for the accuracy and completeness of the Information and (iii) the Financial Advisors are not responsible for independently verifying any of the Information provided by the Company. The Company shall be responsible for th...
Nature of the engagement. In the capacity described above, Chatsworth will act as a consultant and will advise and assist the Company with respect to the following: (a) Advise and assist the Company in analyzing corporate and technology infrastructure needs; (b) Advise and assist the Company in evaluating the Company's website; (c) Advise and assist the Company in evaluating and enhancing the Company's marketing program, including the development of a national sales force; (d) Advise and assist the Company in retaining executive search firms and evaluating managerial personnel needs; (e) Advise and assist the Company in identifying and hiring a suitable CFO and CTO; (f) Advise and assist the Company in identifying suitable candidates for the Company's Board of Directors; (g) Prepare a comprehensive business plan for the Company to facilitate raising private equity capital; (h) Prepare a valuation of the Company to facilitate raising private equity capital; (i) Advise and assist the Company in evaluating debt and equity alternatives for financing the Company's growth; (j) Advise and assist the Company in selecting and retaining auditors; and (k) Advise and assist the Company in establishing an employee stock option plan and program. One Xxxx Xxxxxx Xxxxxx, Greenwich, CT 06830 Tel. (203) 000-0000 Xxx (203) 000-0000
Nature of the engagement. During the Engagement, you will have the normal duties, responsibilities and authority attendant to the position of President and CEO of the Company, subject to the power of Teradata’s Board of Directors (the “Board”) to expand or limit such duties, responsibilities and authority from time to time, within the duties commensurate with the duties of the President and CEO of a comparable public company. The Company will appoint you to serve as a member of the Board, and you agree to serve as a member of the Board for no additional compensation.
Nature of the engagement. 1.1 The duties and responsibilities of NATIXIS will be limited to those set out in the letter accompanying this Appendix and, for the avoidance of doubt, will not include giving general financial or strategic advice outside the scope of this Engagement, as described above. 1.2 Subject to any written instructions to the contrary, NATIXIS will have authority to do anything which they consider necessary or desirable to carry out the Engagement. 1.3 Any document, advice, opinion or analysis provided by NATIXIS pursuant to the Engagement will be solely for the use and benefit of the Company and/or the sellers and may not be disclosed, quoted, reproduced, summarised, described or referred to without NATIXIS’ prior written consent. 1.4 NATIXIS will not be responsible for providing specialist advice (such as, for example, legal, regulatory, accounting and taxation matters and the services of receiving bankers and registrars) and will not have any liability for any such services or advice. 1.5 NATIXIS, the Company and the sellers agree to keep confidential the terms of this letter and not to disclose the same to any third party without the prior written consent of NATIXIS, the Company and the sellers save as may otherwise be required by law or regulation or imposed by any administrative or judicial authority.
Nature of the engagement. 7.1. You hereby confirm and declare that the engagement between you and HD Bros. is an engagement between the provider of a license and a licensee and the parties are not bound in any other partnership relations.
Nature of the engagement. As Financial Advisor, we will advise and assist the Fund regarding the following: Xxxxxxxxxx will prepare a Board Report which will include analysis and discussion of the factors to be duly considered by the Board to comply with the guidelines set forth by the SEC staff for a transferable rights offering priced at a discount to the net asset value of a fund. The consideration of these factors by the Board in the determination as to whether the offering will provide a net benefit to the shareholders of the Fund is referred to as the “Net Benefits” test. Xxxxxxxxxx will deliver the Board Report in advance of a meeting in which the Board considers such an Offering. Xxxxxxxxxx will advise on all aspects of the Offering including the terms and conditions for the offering, timing, marketing to shareholders and new investors, the contracts and terms with any Information Agent and/or Subscription Agent and all other matters related to the Offering. Xxxxxxxxxx will also review the Registration Statement and Prospectus Supplement prior to each respective SEC filing. Xxxxxxxxxx will work with all parties involved in the Offering, including the Board, Legal Counsel, the Fund’s Investment Advisor, any Information Agent and/or Subscription Agent, the New York Stock Exchange, and others to coordinate the overall process to execute the Offering. The Fund recognizes and confirms that: (i) in performing these services the Financial Advisor will be, in part, using and relying on publicly available information released by the Fund and such other information as may be furnished to it or approved by the Fund (collectively, the “Information”); (ii) the Financial Advisor does not assume responsibility for the accuracy and completeness of the Information and (iii) the Financial Advisor is not responsible for independently verifying any of the Information provided by the Fund. The Fund shall be responsible for the contents of any disclosure documents used in the Offering. The Fund shall ensure that such documents will not, with respect to Information provided by the Fund, as of the date of any offer or sale of any securities, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading. The Financial Advisor shall act solely as the Fund’s advisor and not as principal. The Fund understands and agrees that Xxxxxxxxxx is not acting in a fiduciary ca...