Scope of Our Work Sample Clauses

Scope of Our Work. In preparing the Formal Valuation and Fairness Opinions, PwC relied upon financial and other information, including prospective financial information, obtained from Management, the Company's advisors and from various public, financial and industry sources, including: • A draft of the Plan of Arrangement circulated on December 13, 2016; • The Alternative Recapitalization Support Agreement dated October 30, 2016, as amended on November 28, 2016 and to be further amended pursuant to a draft amendment circulated on December 11, 2016; • Catalyst's annual reports for each of the fiscal years ended December 31, 2011 to 2015; • Catalyst's audited consolidated financial statements for each of the fiscal years ended December 31, 2011 to 2015; • Catalyst's unaudited consolidated financial statements for the 9 months ended September 30, 2015 and 2016; • Financial forecast model of Catalyst for the fiscal years ended December 31, 2016 to 2020 and a Trend year; • Financial models for various transformation initiatives not included in the Forecast; • Catalyst's 2016 strategic plan board update dated July 28, 2016; • A copy of a presentation relating to Catalyst stakeholders dated September 2016, prepared by one of Catalyst's advisors; • Corporate tax returns for Catalyst and certain of its subsidiaries for the year ended December 31, 2015; • Third party actuarial forecasts relating to Catalyst's pension and other benefit obligations; • Various major security and lease agreements to which Catalyst is subject; • Various Management prepared documents including, but not limited to:
Sample 1
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Scope of Our Work. In this context Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft (“E&Y”) was engaged by FMCD to make an assessment if the current considerations of the parties involved (FME and FNC) regarding terms and conditions of the contract to be concluded between FME and FNC are comparable to what would be expected among third parties at this stage of the negotiations of a contract. For this purpose, E&Y reviewed the respective considerations as provided by FMCD, FME and FNC and assessed the plausibility of these considerations compared to what would be expected among third parties at this stage of the negotiation of a contract. E&Y did not review or assess the General Agreement 2013 in relation to the following points: · legal or tax aspects, · content of the services, · technical realization, · amount of total cost to be expected for the services · adequacy of the IT measures, · adequacy of the IT support level, · adequacy of single pricing elements, The aforementioned listing is a non-exhaustive enumeration and for illustration purpose only. The following areas were specifically agreed to be excluded from the scope of the project: · A market evaluation by setting up a “Request for Proposal” to the external market for the IT services covered by the GA 2013 to have comparable figures for the services to be provided by FNC. · Specific benchmarking studies for the various services to be provided by FNC under the GA 2013. · A legal judgment of the existing contracts and Service Level Agreements. · A review of the current service relationship. · Any detailed analysis outside the scope of discussing the information provided by FMCD, FME and FNC with employees or service providers of these companies. · Verification or reconciliation of the contractual information. · Verification or reconciliation of the volume of expected IT cost for Operations and Projects under the General Agreement 2013 for the years 2013 to 2022 · Validation of the requirements and assumptions taken as basis for negotiating the GA 2013. · Evaluation of any fairness aspects on a per-country or per-region basis. The statements included in our fairness opinion reflect our opinion, based on our professional experience. The fairness opinion is only for use of FMCD. However, FMCD is allowed to provide the fairness opinion to its related parties and to the legal bodies of such related parties (e.g. their supervisory board). Our fairness opinion is the result of our observation of the situation at a given ...
Sample 1

Related to Scope of Our Work

  • Scope of Work The Service Provider is to provide the Customer with the following services (the “Services”): Company Administration. The services will include any other tasks which the Customer and the Service Provider may agree on.

  • Budget For Tenant Improvements A preliminary detailed breakdown by trade of the costs incurred or that will be incurred in connection with the design and construction of the Tenant Improvements is set forth on Schedule 3 attached hereto (the “Budget”). The Budget is based upon the TI Construction Drawings approved by Tenant and shall include a payment to Landlord of administrative rent (“Administrative Rent”) equal to 1.5% of the TI Costs, which Administrative Rent shall include, without limitation, all out-of-pocket costs, expenses and fees incurred by or on behalf of Landlord arising from, out of, or in connection with monitoring the construction of the Tenant Improvements and Changes, and shall be payable out of the TI Fund. Landlord shall provide Tenant with a final Budget promptly following approval of the TI Construction Drawings by Landlord and Tenant. The Budget shall be subject to Tenant’s review and approval which approval shall not be unreasonably withheld, conditioned or delayed by Tenant. Tenant shall have the right to approve any use of the contingency in the Budget by Landlord; provided, however, that, Tenant’s approval shall not be unreasonably withheld, conditioned or delayed, and the contingency shall not be available for use by Tenant for any Changes until all unforeseen conditions, changes to resulting from governmental agencies and the like have first been paid for out of the contingency.

  • Scope of Services The scope of services to be provided by BNYM under this Agreement shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Company, unless the parties hereto expressly agree in writing to any such increase. BNYM shall not be obligated to develop or implement Upgrades, but to the extent it elects to do so Section 3.1 shall apply.

  • Scope of Engagement Client hereby engages each of Arete and IndieBrokers to act as co-managers of the proposed Offering on a “Best Efforts” basis. Therefore, Client understands that there is no guarantee that the Co-Managers will be able to successfully complete the Offering or successfully assist Client in raising capital and neither Co-Manager has any obligation to purchase or sell any Securities. In addition, Client will be solely responsible for the following:

  • THE WORK The term "

  • Project The Land and all improvements thereon, including the Building, the Parking Facilities, and all Common Areas.

  • Project Completion Within five (5) days after the delivery by Supplier to Purchaser of a Commissioning Certificate for the Project’s final Turbine, Supplier shall also deliver to Purchaser a completion certificate for all Turbines in the Project (the “Project Completion Certificate”), in the form attached hereto as Exhibit N, together with a list of any remaining Punch List Work on any Turbine, a schedule for completing the Punch List Work and an estimate of the cost of each item of Punch List Work. Supplier shall thereafter promptly complete all Punch List Work.

  • Commissioning preparation of a system or systems to allow hydrocarbons or other process fluids to be safely introduced into the system or systems for processing. In this phase testing will focus on systems, including utilities.

  • Completion of Improvements Landlord, through its general contractor (“Contractor”), shall furnish and install within the Premises those items of general design, engineering and construction, shown on the final plans and specifications approved by Landlord and Tenant pursuant to the Schedule of Approvals below, in compliance with all applicable laws, ordinances, codes, rules and regulations and matters of record, and complete any construction required in the Common Areas of the Building when such construction is required by or arises out of completion of such work (collectively the “Improvements”). The contractor constructing the Improvements in the Premises shall be selected pursuant to a procedure whereby the final Plans and Specifications (as such term is defined in this Exhibit B) are submitted to Xxxxxxx Xxxxxx Builders, Inc. (“XXX”) and Pinnacle Contracting Corporation (collectively, the “Approved Contractors”), who shall be requested to each submit to Landlord and to Tenant a sealed contract bid using such forms reasonably acceptable to Landlord in order to provide an “apples to apples” bidding process. The sealed bids shall be delivered to Tenant and Landlord and opened jointly by Landlord and Xxxxxx. Tenant, in Tenant’s sole and absolute discretion, shall select the Contractor from the two Approved Contractors (regardless of which has the lower bid). Each bid from the contractors shall specify any allowances for exclusions and shall further provide that said bids are without overtime premiums or bonuses necessary to complete the Improvements in accordance with the terms hereof. The architect engaged by Xxxxxx to prepare the Space Plan and Plans and Specifications and related design work for the Improvements shall be Xxxxxxx (the “Architect”). Landlord shall disburse amounts of the Allowance (up to the maximum specified below) to Architect within thirty (30) days after receipt of paid invoices from Architect or Tenant for Architect’s services; provided, however, notwithstanding the foregoing, Landlord shall pay $[***] for the Architect’s preparation of the Space Plan (as evidenced by the Architect’s invoice number 68045 dated October 15, 2010), at Landlord’s sole cost and expense (and without using the Allowance or any portion thereof). The definition of Improvements shall include all costs associated with completing the Improvements, including but not limited to, fees payable to Xxxxxxx, space planning, design, architectural, and engineering fees, contracting, labor and material costs, municipal fees, plan check and permit costs, and document development and/or reproduction, and all costs and expenses for any construction manager(s) engaged by Xxxxxx (provided such soft costs for architectural and engineering services charged against the Allowance shall not exceed $[***] per square feet of Usable Area in the Premises) at Tenant’s sole option. The Space Plan and the Plans and Specifications (each as defined in Section 3 of this Exhibit B) shall be subject to Landlord’s prior review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord’s approval of any iteration of a Space Plan or Plans and Specifications shall be deemed granted unless Landlord provides a reasonable disapproval or approval to Tenant prior to the sixth (6th) business day after Landlord’s receipt of the Space Plan or Plans and Specifications. Without limiting Landlord’s discretion to reasonably withhold its approval, Tenant agrees that it shall be reasonable for Landlord to withhold its approval of any aspect of Tenant’s Space Plan or Plans and Specifications (or, in either case, any proposed changes thereto) which (i) adversely affect Building systems, the structure of the Building or the safety of the Building and/or its occupants, (ii) would violate any governmental laws, rules or ordinances; (iii) would require any changes that adversely impact the base, shell and core of the Building, and/or (iv) are inconsistent with the standards of first class office buildings in the vicinity of the Building, as reasonably determined by Landlord and the Contractor. Landlord shall provide a written statement of any disapproval of any Space Plan or Plans and Specifications stating the reasons for Xxxxxxxx’s disapproval. Tenant acknowledges and agrees that any change in the scope of work or details of construction after Xxxxxx’s and Landlord’s approval of the Plans and Specifications shall constitute a “Change Order”, the costs of which may be charged against any available amounts of the Allowance under this Exhibit B. To the extent the Change Order delays construction of the Improvements, the same shall be a Tenant Delay. [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

  • Development Work Do, or cause to be done, such development and other work as may be reasonably necessary to protect from diminution and production capacity of the Mortgaged Property and each producing well thereon.

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