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 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 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 Information to the members of the team of professional employees of CD&R assigned pursuant to Section 2(b), and (B) permit CD&R to use the Information to render the Services pursuant to Section 2(a).

Services, etc. (a) CD&R BRS hereby agrees, agrees during the term of this Agreement, engagement to assist, advise and consult with the respective Boards of Directors and management of Holding and the Company and its Subsidiaries 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 "Services")services, as may be reasonably requested from time to time by the Board Boards of Directors of Holding and the CompanyCompany (the "Continuing Services"), including but not limited to assistance in: (i) establishing and maintaining banking, legal and other business relationships for the Company and its subsidiaries; (ii) developing and implementing corporate and business strategy and planning for the Company and its Subsidiariessubsidiaries, including plans and programs for improving operating, marketing and financial performance, performance and 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;; and (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 Subsidiariesrefinancings. (b) CD&R will assign a team BRS hereby agrees during the term of professional employees of CD&R this engagement to provide the Services Company and Holding financial advisory, investment banking and other similar services (the "Transaction Services") with respect to be rendered by CD&R pursuant to Section 2(aany proposal for an acquisition, merger, recapitalization or any other similar transaction directly or indirectly involving Holding the Company and their subsidiaries and any other person or entity (collectively, "Add-on Transactions"). 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 Holding and the Company will use its reasonable efforts to furnish CD&R BRS with such information as CD&R BRS believes appropriate to its engagement hereunder (all such information so furnished being referred to herein as the "Information"). The Holding and the Company recognizes recognize and confirms confirm that (i) CD&R BRS will use and rely primarily on the Information and on information available from generally recognized public sources in performing the Services, services to be performed hereunder and (ii) CD&R BRS does not assume responsibility for the accuracy or completeness of the Information and such other information. The parties agree that . (xd) 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 Information furnished hereunder will constitute part possession, directly or indirectly, of the Confidential Information (as defined under power to direct or cause the confidentiality agreement, dated February 1, 2000 (direction of the "Confidentiality Agreement")management policies of a person or entity by reason of ownership of voting securities, by and between CD&R and contract or otherwise. (e) Notwithstanding anything in the Company) foregoing to the extent such Information meets contrary, the definition following services are specifically excluded from the definitions of Confidential Information under "Consulting Services" and "Transaction Services": (i) Accounting services rendered to Holding, the Confidentiality AgreementCompany or BRS by an independent accounting firm or accountant (i.e., and that an accountant who is not an employee of BRS); (ii) Legal services to Holding, the Confidentiality Agreement shall govern Company or BRS by an independent law firm or attorney (i.e., an attorney who is not an employee of BRS); and (iii) Actuarial services rendered to Holding, the disclosure and use Company or BRS by CD&R an independent actuarial firm or actuary (i.e., an actuary who is not an employee 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 Information to the members of the team of professional employees of CD&R assigned pursuant to Section 2(b), and (B) permit CD&R to use the Information to render the Services pursuant to Section 2(aBRS).

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 the members of the Company and its Subsidiaries Group 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 Board of Directors of the Company, including but not limited to assistance in: (i) establishing and maintaining banking, legal and other business relationships for the Company Group; (ii) developing and implementing corporate and business strategy and planning for the Company and its SubsidiariesGroup, including plans and programs for improving operating, marketing and financial performance, performance and 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 purposesrefinancings; and (iv) following the consummation of the Initial Closing, providing professional employees to serve as directors or officers of the members of the Company and its SubsidiariesGroup. (b) CD&R will assign a team hereby agrees during the term of professional employees of CD&R this engagement to provide each member of the Services Company Group financial advisory, investment banking and other similar services (the "Transaction Services") with respect to be rendered by CD&R pursuant to Section 2(aany proposal for -------------------- an acquisition, merger, recapitalization or any other similar transaction directly or indirectly involving such member of the Company Group and any other person or entity (collectively, "Add-on Transactions"). 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 Each of Acterna and 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 Acterna ----------- and 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, 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. The parties agree that . (xd) 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 Information furnished hereunder will constitute part possession, directly or indirectly, of the Confidential Information (as defined under power to direct or cause the confidentiality agreement, dated February 1, 2000 (direction of the "Confidentiality Agreement")management policies of a person or entity by reason of ownership of voting securities, 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 contract or reveal the Information to the members of the team of professional employees of CD&R assigned pursuant to Section 2(b), and (B) permit CD&R to use the Information to render the Services pursuant to Section 2(a)otherwise.

Services, etc. (a) CD&R hereby agrees, 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 and its Subsidiaries Group in such manner and on such business, management and financial matters, and provide such other financial and managerial advisory services (collectively, the "Services")services, as may be reasonably requested from time to time by the Board Boards of Directors of each member of the CompanyCompany 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; (ii) developing and implementing corporate and business strategy and planning for the Company and its Subsidiarieseach such member, including plans and programs for improving operating, marketing and financial performance, performance and 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 purposesrefinancings; and (iv) following the consummation of the Initial Closing, providing professional employees to serve as directors or officers members of the Company and its SubsidiariesGroup. (b) CD&R will assign a team hereby agrees during the term of professional employees of CD&R this engagement to provide each member of the Services Company Group financial advisory, investment banking and other similar services (the "TRANSACTION SERVICES") with respect to be rendered by CD&R pursuant to Section 2(aany proposal for an acquisition, merger, recapitalization or any other similar transaction directly or indirectly involving such member of the Company Group and any other person or entity (collectively, "ADD-ON TRANSACTIONS"). 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 Each of Allied and 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 "InformationINFORMATION"). The Each Allied and 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, 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. The parties agree that . (xd) 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 Information furnished hereunder will constitute part possession, directly or indirectly, of the Confidential Information (as defined under power to direct or cause the confidentiality agreement, dated February 1, 2000 (direction of the "Confidentiality Agreement")management policies of a person or entity by reason of ownership of voting securities, 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 contract or reveal the Information to the members of the team of professional employees of CD&R assigned pursuant to Section 2(b), and (B) permit CD&R to use the Information to render the Services pursuant to Section 2(a)otherwise.