Other Advice. If requested, we will maintain one or more separate accounts for periodic services rendered to the Issuer in connection with other matters unrelated to any particular Bond financing. Such services may involve the rendering of advice, opinions or other assistance in connection with such issues including, but not limited to (i) financing alternatives in connection with a particular project, (ii) compliance with lending programs, (iii) the impact of specified actions on tax-exempt status of outstanding Bonds, or (iv) other matters the Issuer may seek advice or guidance upon. Xxxxxxxx for such separate services will be based on our standard hourly rate of the individual attorney performing the services. Statements for any such additional services shall be submitted periodically, but no less frequently than semi-annually.
Other Advice. In addition to the duties set out in SECTION 3 hereof, the Consultant agrees to furnish advice to the Company in connection with the acquisition of and/or merger with other companies, joint ventures with any third parties, license and royalty agreements and any other financing (other than the private or public sale of the Company's securities for cash), including, but not limited to, the sale of the Company itself (or any significant percentage, subsidiaries or affiliates thereof). In the event that any such transactions are directly or indirectly originated by the Consultant for a period of five (5) years from the date hereof, the Company shall pay fees to the Consultant as follows: LEGAL CONSIDERATION FEE ------------------- ---
1. $ -0- - $3,000,000 5% of legal consideration 2. $ 3,000,001 - $4,000,000 Amount calculated pursuant to line 1 of this computation, plus 4% of excess over $3,000,000
3. $ 4,000,001 - 5,000,000 Amount calculated pursuant to lines 1 and 2 of this computation, plus 3% of excess over $4,000,000
4. above $ 5,000,000 Amount calculated pursuant to lines 1, 2 and 3 of this computation, plus 2% of excess over $5,000,000. Legal consideration is defined, for purposes of this Agreement, as the total of stock (valued at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders (all valued at fair market value as agreed or, if not, by any independent appraiser), irrespective of period of payment or terms.
Other Advice. The Trust acknowledges and agrees that neither the Adviser nor any of its officers, managers, employees, representatives or agents will render any legal, tax, accounting or actuarial advice or prepare any legal, tax, accounting or actuarial documents for the Trust or a Fund. The Trust acknowledges that it is the Trust’s responsibility to retain competent professionals to render any such services that the Trust may need or desire.
Other Advice. Seller is advised to seek real estate, legal, tax, insurance, title and all other desired assistance from appropriate professionals.
Other Advice. We would expect the Local Planning Authority (LPA) to assess and consider the other possible impacts resulting from this proposal on the following when determining this application: Local sites (bio-diversity and geo-diversity) Local landscape character; and Local or national biodiversity priority habitats and species. Natural England does not hold locally specific information relating to the above. These remain material considerations in the determination of planning applications and we recommend that you seek further information from the appropriate bodies (which may include the local records centre, your local wildlife trust, local geoconservation group or other recording society and a local landscape characterisation document in order to ensure the LPA has sufficient information to fully understand the impact of the proposal before it determines the application. A more comprehensive list of local groups can be found at Wildlife and Countryside Link.
Other Advice. A. If during the period of twenty-four (24) months from the Effective Date, the Consultant brings to the Company an opportunity, for a proposed merger, consolidation or acquisition or acquisition of assets involving the Company as one of the parties thereto, or an acquisition of all or substantially all of the Common Stock of the Company or of another corporation (including when such acquisition of assets or stock is paid for in full or in part by the issuance of shares of the Company's Common Stock or other securities), then upon the consummation of any such transaction the Company will pay to the Consultant, as a fee, the amount provided for in paragraph 8(b) below, provided that the Consultant shall be deemed to have brought an opportunity to the Company for purposes of this paragraph 8(A) only if the opportunity is at least briefly specifically described in writing (which need not identify the other parties) signed by the Consultant and received by the Company and such notice refers to the company's obligations under this paragraph 8(A).
B. If during such period, an opportunity for a proposed transaction of the type described in paragraph "A" above if brought to the company by someone other than the Consultant, and the Company in writing retains the Consultant for consultation or other services in connection therewith, then upon the consummation of that transaction the Company will pay the Consultant a fee agreed upon prior to the retaining the Consultant. The amount to be paid by the Company to the Consultant as described in paragraphs 8(A) is as follows. Legal Consideration and Fee shall be a maximum of 7% on all amounts to $3,000,000 and 5% over $3,000,000 to $5,000,000 and 3% on all funds over $5,000,000 of the amount raised.
(1) the value of securities that, are freely tradeable in an established public market shall be the last closing market price of such securities prior to the closing date of the Transaction and (2) the value of securities which are not freely tradeable or which have no established public market, or if the consideration consists of property other than securities the value of such securities or other property shall be the fair market value thereof as mutually agreed by the Company and the Consultant. Legal consideration shall not include any indebtedness, or without limitation pension liabilities, guarantees and other obligations assumed, directly or indirectly, in connection with, or which survives the closing of, transaction. ...
Other Advice. In addition to the duties set out in Section 3 hereof, the Consultant agrees to furnish, if requested by the Company, advice to the Company in connection with the acquisition of and/or merger with other companies, joint ventures with any third parties, and license and royalty agreements, including, but not limited to, the sale of the Company itself (or any significant percentage, subsidiaries or affiliates thereof). In the event that any such transactions are directly or indirectly originated by the Consultant while this Agreement is in effect, the Company shall pay fees to the Consultant as follows:
1. $0 — $5,000,000 5% of legal consideration 2. above $5,000,000 Amount calculated pursuant to line 1 of this computation, plus 2.5% of excess over $5,000,000 Legal consideration is defined, for purposes of this Agreement, as the total of stock (valued at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders (all valued at fair market value as agreed or, if not, by any independent appraiser), irrespective of period of payment or terms.
Other Advice. In addition to the duties set out in SECTION 3 hereof, the Consultant agrees to furnish advice to the Company in connection with the acquisition of and/or merger with other companies, joint ventures with any third parties, license and royalty agreements and any other financing (other than the private or public sale of the Company's securities for cash), including, but not limited to, the sale of the Company itself (or any significant percentage, subsidiaries or affiliates thereof). In the event that any such transactions are directly or indirectly originated by the Consultant for a period of five (5) years from the date hereof, unless otherwise agreed in writing between the Company and the Consultant, the Company shall pay fees to the Consultant as follows: Legal Consideration Fee ------------------- ---
1. $ -0- - $3,000,000 5% of legal consideration 2. $3,000,001 - $4,000,000 Amount calculated pursuant to line 1 of this computation, plus 4% of excess over $3,000,000
3. $4,000,001 - 5,000,000 Amount calculated pursuant to lines 1 and 2 of this computation, plus 3% of excess over $4,000,000
4. above $5.000.000 Amount calculated pursuant to lines 1, 2 and 3 of this computation, plus 2% of excess over $5,000,000. Legal consideration is defined, for purposes of this Agreement, as the total of stock (valued at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders (all valued at fair market value as agreed or, if not, by any independent appraiser), irrespective of period of payment or terms.
Other Advice. If requested, we will maintain one or more separate accounts for periodic services rendered to the City in connection with other matters unrelated to any particular Bond financing. Such services may involve the rendering of advice, opinions or other assistance in connection with such issues including, but not limited to (i) financing alternatives in connection with a particular project, (ii) compliance with lending programs, e.g. SRF compliance or procedures;
Other Advice. In addition to the duties set out in Section 3 hereof, the Consultant agrees to furnish advice to the Company in connection with the acquisition of and/or merger with other companies, joint ventures with any third parties. In the event that the Consultant directly originates any such transactions for a period of two (2) years from the date hereof, the Company shall pay fees to the Consultant as follows: Finders Fee Associated with Other Transactions.
(a) $1 to $5,000,000, 3% of monetary consideration, received by the Company.
(b) Above $5,000,000 amount calculated pursuant to (a) of this computation, plus 2 and 1/2% of excess over $5,000,000. Legal consideration is defined, for purposes of this Agreement, as the total of cash and assets and property received by the Company or its shareholders (all valued at fair market value as agreed or, if not, by any independent appraiser), irrespective of period of payment or terms.
