Common use of Services, etc Clause in Contracts

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.

Appears in 2 contracts

Samples: Consulting Agreement (CDRJ Investments Lux S A), Consulting Agreement (Dirsamex Sa De Cv)

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Services, etc. (a) CD&R hereby agrees during the term of this Agreement engagement to assist, advise and consult with the respective Boards of Directors and management of each member of the Company Acquisition Group and its their respective 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 Acquisition 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 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 members each member of the Company Acquisition 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 Acquisition 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 Acquisition 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.

Appears in 1 contract

Samples: Consulting Agreement (Relocation Management Systems Inc)

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 Subsidiaries in such manner and on such business, management and financial matters, and provide such other financial and managerial other advisory services (collectively, the "Continuing Services"), as may be reasonably requested from time to time by the Boards Board of Directors of each member of the Company GroupCompany, including but not limited to assistance assistance, advice or consultation in: (i) establishing and maintaining banking, legal and other business relationships relation ships for each such member the Company and its subsidiariesSubsidiaries; (ii) developing and implementing corporate and business strategy and planning for each such member the Company and its subsidiariesSubsidiaries, including plans and programs for improving operating, marketing and financial performance and 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 of members or officers of the Company Groupand its Subsidiaries. (b) CD&R hereby agrees during the term of this engagement to provide each member of the 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 reasonably believes appropriate to its engagement hereunder (all such information so furnished being referred to herein as the "Information"). Each member of the The Company Group recognizes and confirms that (i) CD&R will use and rely primarily on the Information and on information in formation 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.. CD&R will keep all non-public Information confidential except to the extent such Information (x) is required to be disclosed by law or pursuant to stock exchange rules or (y) shall have become public other than through unauthorized disclosure by CD&R.

Appears in 1 contract

Samples: Consulting Agreement (Us Office Products Co)

Services, etc. (a) CD&R hereby agrees during the term of this Agreement engagement to assist, advise and consult with the respective Boards of Directors and management of each member of Holding and the Company Group and its their respective 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")services, as may be reasonably requested from time to time by the Boards of Directors of each member of Holding and the Company Group(the "Continuing Services"), including but not limited to assistance in: (i) establishing and maintaining banking, legal and other business relationships for each such member the Company and its subsidiaries; (ii) developing and implementing corporate and business strategy and planning for each such member the Company 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 Holding and the Company GroupCompany. (b) CD&R hereby agrees during the term of this engagement to provide each member of the Company Group and its subsidiaries Holding 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 Holding the Company Group and its their subsidiaries and any other person or entity (collectively, "Add-on Transactions"). (c) Each member of Holding and 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 Holding and the Company Group recognizes recognize and confirms confirm 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. (d) As used in this Agreement, "affiliate" means, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by

Appears in 1 contract

Samples: Consulting Agreement (Remington Arms Co Inc/)

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Services, etc. (a) CD&R hereby agrees during the term of this Agreement ------------- engagement to assist, advise and consult with the respective Boards of Directors and management of each member of Holding and the Company Group and its their respective 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")services, as may be reasonably requested from time to time by the Boards of Directors of each member of Holding and the Company Group(the "Continuing Services"), including but not limited ------------------- to assistance in: (i) establishing and maintaining banking, legal and other business relationships for each such member the Company and its subsidiaries; (ii) developing and implementing corporate and business strategy and planning for each such member the Company 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 Holding and the Company GroupCompany. (b) CD&R hereby agrees during the term of this engagement to provide each member of the Company Group and its subsidiaries Holding 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 Holding the Company Group and its their subsidiaries and any other person or entity (collectively, "Add-on Transactions").. ------------------- (c) Each member of Holding and 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 Holding and the Company Group recognizes recognize and confirms confirm 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. (d) As used in this Agreement, "affiliate" means, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such first person or entity and "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person or entity by reason of ownership of voting securities, by contract or otherwise.

Appears in 1 contract

Samples: Consulting Agreement (Raci Holding Inc)

Services, etc. (a) CD&R hereby agrees agrees, during the term of this Agreement Agreement, to assist, advise and consult with the respective Boards of Directors and management of each member of the Company Group and its subsidiaries 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 Board of Directors of each member of the Company GroupCompany, 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 the Company and its subsidiariesSubsidiaries, including plans and programs for improving operating, marketing and financial performance and 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 refinancingsrefinancings for corporate purposes; and (iv) following the consummation of the Initial Closing, providing professional employees to serve as directors of members or officers of the Company Groupand its Subsidiaries. (b) CD&R hereby agrees during the term will assign a team of this engagement professional employees of CD&R to provide each member the Services to be rendered by CD&R pursuant to Section 2(a). Mr. 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 Group and its subsidiaries financial advisoryCompany), investment banking and other similar services (will be the "Transaction Services") with respect to any proposal for an acquisition, merger, recapitalization or any other similar transaction directly or indirectly involving senior operating leader of such member team of the Company Group and its subsidiaries and any other person or entity (collectively, "Add-on Transactions")professional employees. (c) Each member of the The Company Group 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"). Each member of the 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 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 Confidential Information under the Confidentiality Agreement, and that the Confidentiality Agreement shall govern the disclosure and use by CD&R of such Information until the later of (A) February 1, 2002 and (B) two years following the termination of this Agreement and (y) the provisions of the Confidentiality Agreement are hereby amended to the extent necessary to (A) permit CD&R to disclose or reveal the

Appears in 1 contract

Samples: Consulting Agreement (Complete Business Solutions Inc)

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