Services, etc. (a) CD&R hereby agrees during the term of this Agreement to assist, advise and consult with the respective Boards of Directors and management of each member of the Company Group and its subsidiaries in such manner and on such business, management and financial matters, and provide such other financial and managerial advisory services (collectively, the "Continuing Services"), as may be reasonably requested from time to time by the Boards of Directors of each member of the Company Group, including but not limited to assistance in:
(i) establishing and maintaining banking, legal and other business relationships for each such member and its subsidiaries;
(ii) developing and implementing corporate and business strategy and planning for each such member and its subsidiaries, including plans and programs for improving operating, marketing and financial performance and budgeting of future corporate investments;
(iii) arranging future debt and equity financings and refinancings; and
(iv) providing professional employees to serve as directors of members of the Company Group.
(b) CD&R hereby agrees during the term of this engagement to provide each member of the Company Group and its subsidiaries financial advisory, investment banking and other similar services (the "Transaction Services") with respect to any proposal for an acquisition, merger, recapitalization or any other similar transaction directly or indirectly involving such member of the Company Group and its subsidiaries and any other person or entity (collectively, "Add-on Transactions").
(c) Each member of the Company Group will furnish CD&R with such information as CD&R believes appropriate to its engagement hereunder (all such information so furnished being referred to herein as the "Information"). Each member of the Company Group recognizes and confirms that (i) CD&R will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services to be performed hereunder and (ii) CD&R does not assume responsibility for the accuracy or completeness of the Information and such other information.
Services, etc. (a) CD&R hereby agrees during the term of this Agreement to assist, advise and consult with the respective Boards of Directors and management of each member of the Company Group and their subsidiaries in such manner and on such business, management and financial matters, and provide such other financial and managerial advisory services, as may be reasonably requested from time to time by the Board of Directors of any member of the Company Group, including but not limited to assistance in:
(i) establishing and maintaining banking, legal and other business relationships for each such member and its subsidiaries;
(ii) developing and implementing corporate and business strategy and planning for each such member and its subsidiaries, including plans and programs for improving operating, marketing and financial performance, budgeting of future corporate investments, acquisition and divestiture strategies, and reorganizational programs; 3
(iii) arranging future debt and equity financings and refinancings; and
(iv) providing professional employees to serve as directors or officers of each member of the Company Group.
(b) Each member of the Company Group will furnish CD&R with such information as CD&R believes appropriate to its engagement hereunder (all such information so furnished being referred to herein as the "Information"). Each member of the Company Group recognizes and confirms that (i) CD&R will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services to be performed hereunder and (ii) CD&R does not assume responsibility for the accuracy or completeness of the Information and such other information.
Services, etc. (a) CD&R hereby agrees, during the term of this Agreement, to assist, advise and consult with the respective Boards of Directors and management of the Company and its Subsidiaries in such manner and on such business, management and financial matters, and provide such other financial and managerial advisory services (collectively, the "Services"), as may be reasonably requested from time to time by the Board of Directors of the Company, including but not limited to assistance in:
(i) developing and implementing corporate and business strategy and planning for the Company and its Subsidiaries, including plans and programs for improving operating, marketing and financial performance, budgeting of future corporate investments, acquisition and divestiture strategies, reorganizational programs, customer segmentation and strategic plans for the Indian operations of the Company;
(ii) assisting in the recruitment of key management employees;
(iii) following the consummation of the Initial Closing, assisting in arranging future debt and equity financings and refinancings for corporate purposes; and
(iv) following the consummation of the Initial Closing, providing professional employees to serve as directors or officers of the Company and its Subsidiaries.
(b) CD&R will assign a team of professional employees of CD&R to provide the Services to be rendered by CD&R pursuant to Section 2(a). Xx. Xxx Xxxxxxxxxx, or a replacement professional employee of CD&R (who shall be selected by CD&R and shall be reasonably satisfactory to the Company), will be the senior operating leader of such team of professional employees.
(c) The Company will use its reasonable efforts to furnish CD&R with such information as CD&R believes appropriate to its engagement hereunder (all such information so furnished being referred to herein as the "Information"). The Company recognizes and confirms that (i) CD&R will use and rely primarily on the Information and on information available from generally recognized public sources in performing the Services, and (ii) CD&R does not assume responsibility for the accuracy or completeness of the Information and such other information. The parties agree that (x) the Information furnished hereunder will constitute part of the Confidential Information (as defined under the confidentiality agreement, dated February 1, 2000 (the "Confidentiality Agreement"), by and between CD&R and the Company) to the extent such Information meets the definition of Confidenti...
Services, etc. (a) North Castle and Childs hereby agree during the term of this Agreement to assist, advise and consult with the Board of Directors and management of the Company in such manner and on such business, management and financial matters, and provide such other financial and other advisory services (collectively, the “Continuing Services”), as may be reasonably requested from time to time by the Board of Directors of the Company, including but not limited to assistance, advice or consultation in:
(i) establishing and maintaining banking, legal and other business relationships for the Company;
(ii) developing and implementing corporate and business strategy and planning for the Company, including plans and programs for improving operating, marketing and financial performance, budgeting of future corporate investments, acquisition and divestiture strategies, and reorganizational programs;
(iii) arranging future debt and equity financings and refinancings; and
(iv) providing professional employees to serve as directors or officers of the Company.
(b) The Company will furnish North Castle and Childs with such information as North Castle and Childs reasonably believe appropriate to their engagement hereunder (all such information so furnished being referred to herein as the “Information”). The Company recognizes and confirms that (i) North Castle and Childs will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services to be performed hereunder and (ii) North Castle and Childs do not assume responsibility for the accuracy or completeness of the Information and such other information.
Services, etc. CD&R shall make the services of Xxxxxxxxxx available to the Company and Holding, and the Company and Holding shall make use of the services of Xxxxxxxxxx to serve as Chairman, President and Chief Executive Officer of each of the Company and Holding, commencing and effective as of May 19, 1999, until the expiration of the Term (as defined in Section 2 hereof). Xxxxxxxxxx shall be available to render such services on a part-time basis mutually agreeable to the Company, Holding, CD&R and Xxxxxxxxxx. Without limiting the foregoing, Xxxxxxxxxx will continue to serve as an employee of CD&R and may serve as an officer or director of CD&R or other corporations or entities and devote such time to performing such services as Xxxxxxxxxx, in his sole discretion, shall deem necessary or appropriate. The services of Xxxxxxxxxx to be made available to the Company, Holding and its subsidiaries hereunder shall be deemed part of the services provided by CD&R pursuant to the Consulting Agreement. No separate or additional consideration shall be payable hereunder for the services of Xxxxxxxxxx, beyond that payable under the Consulting Agreement.
Services, etc. CD&R will make available the services of Lautenbach to the Company and the Company will make use of the servicxx xx Xxxxenbach (i) to serve, on an interim basis, as Chief Executive Offixxx xx xxx Company, commencing and effective as of the date hereof, until the expiration of the Term (as defined in Section 3 below) and (ii) to identify a suitable permanent replacement President and Chief Executive Officer for the Company and to negotiate employment arrangements with an identified candidate, which employment arrangements will be subject to the approval of the Executive Committee of the Board and such candidate. Lautenbach will be available to render such services on a part-time bxxxx xxxxxlly agreeable to the Company, CD&R and Lautenbach. Without limiting the foregoing, Lautenbach will continue xx xxxxx xs an employee of CD&R and may servx xx xx xxficer or director of CD&R or other corporations or entities and devote such time to performing such services as Lautenbach, in his sole discretion, deems necessary or appropriate. Txx xxxxxxxs of Lautenbach to be made available to the Company and its subsidiarixx xxxxxxxer will be deemed part of the services provided by CD&R pursuant to the Consulting Agreement.
Services, etc. TO BE FURNISHED BY COMPANY Company shall provide other equipment, materials, and facilities including those already present at the jobsite (but specifically excluding those items set forth on Exhibit E), and such other services and equipment as the parties may mutually agree.
Services, etc. (a) MidOcean hereby agrees during the term of this Agreement to assist, advise and consult with the Board and management of PHG and the Company in such manner and on such business, management and financial matters, and provide such other financial and other consulting and advisory services (collectively, the “Management Services”), as may be reasonably requested from time to time by the Board, including but not limited to assistance, advice or consultation in:
(i) establishing and maintaining banking, legal and other business relationships for PHG and the Company;
(ii) developing and implementing corporate and business strategy and planning for the Company, including plans and programs for improving operating, marketing and financial performance, budgeting of future corporate investments, acquisition and divestiture strategies, and reorganizational programs; and
(iii) providing professional employees to serve as directors or officers of PHG and the Company.
(b) MidOcean further agrees to provide to PHG and the Company and its affiliates investment banking, financial advisory and other similar services in connection such debt and equity financings and other similar transactions in which PHG, the Company and its affiliates may engage (or contemplate engaging) from time to time during the term of this Agreement (the “Financial Advisory Services”).
(c) The Company will furnish MidOcean with such information as MidOcean reasonably believes appropriate to its engagement hereunder (all such information so furnished being referred to herein as the “Information”). The Company recognizes and confirms that (i) MidOcean will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services to be performed hereunder and (ii) MidOcean does not assume responsibility for the accuracy or completeness of the Information and such other information.
Services, etc. To pay or to indemnify us and our Agent against:
4.3.1 all charges for the use of any telephone, fax machine or similar device in the Room and all charges relating to such equipment;
4.3.2 the TV licence fees for any private TV in the Room;
4.3.3 a fair and proper proportion of the cost of cleaning all curtains and carpets in the Room which have become dirty during the Licence Period (reasonable use and fair wear and tear being allowed for);
4.3.4 any credit card charges which may be charged to or be payable by us on any payment or repayment which is made by or to you under this agreement if (which we are not obliged to do) we agree to accept or make any such payments by credit card, together with a credit card administration fee of 2.5% for any card that is not AMEX which will be charged at 3.75%, charged on the total of each credit card transaction;
4.3.5 any bank charges which may be charged to or payable by us as a result of any payments which are due from you under this agreement being rejected, stopped or otherwise referred for payment;
4.3.6 interest at the rate of three per cent per year above the base rate from time to time of the Royal Bank of Scotland plc (or any other UK bank as we shall be free to choose) on any sum payable under this agreement that is not paid by the due date. Such interest is to be calculated from and including the due date, to but not including the date of payment (both before and after any judgment). This clause shall not allow you to withhold or delay payment of any sum or affect our rights in relation to any non-payment;
4.3.7 any VAT on any sums payable by you under this agreement; and
4.3.8 an administration fee of £20.00 for each late payment letter sent to you, which will reimburse us for costs incurred as a result of a late payment of any sums payable by you under this agreement.
Services, etc. The Tenant shall be liable for the payment of all expenses arising from his occupation of the subjects in addition to those set out in this lease, and, without prejudice to the foregoing generality, the Tenant shall, in particular, bear the costs of Council Tax and Water and Sewerage Charges, Television Licence, the consumption of electricity and gas within the subjects, the telephone and the costs arising from the use of the telephone or internet, upkeep of shared grounds and gardens, of the cleaning of the common stair and close of the subjects all up to the date of his waygoing from the subjects. The said services shall be taken in name of the Tenant during the period of the duration of this Lease.
