Special Consultant. If there shall have arisen circumstances which lead the Bank to believe that the Borrower is or will be unable to perform its obligations under this Debenture or any other agreement or security made between the Borrower and the Bank relating to the banking facilities, the Borrower will, notwithstanding that none of the events set out in Clause 15 has occurred, forthwith upon the Bank’s request appoint a Special Consultant nominated by the Bank. In the event of the Borrower failing to make the appointment, the Bank shall be entitled at its discretion at any time thereafter to appoint the Special Consultant on the Borrower’s behalf. The Bank shall have the full discretion to nominate any person the Bank considers suitably qualified to be a Special Consultant and, without limiting the generality of the foregoing, the Bank may for the purpose nominate an accountant, lawyers, banker or engineer. The Special Consultant so appointed (whether by the Borrower or by the Bank on the Borrower’s behalf) shall be agent of the Borrower and the Borrower shall be solely responsible for his acts, defaults and remuneration. The Special Consultant shall perform and carry out all such duties and functions as the Bank may specify which may, without limitation, include the following:- to carry out an audit for the accounts of the Borrower and report the outcome of such audit to the Bank; to verify and submit to the Bank a list of the Borrower’s account receivables; to verify and submit to the Bank a list of the Borrower’s creditors.
Special Consultant. 25.1 If there shall have arisen circumstances which lead the Lender to reasonably determine that the Borrower is or will be unable to perform any of its material obligations under any of the Facility Documents, the Borrower will, notwithstanding that none of the events mentioned in Clause 22.1 has occurred, forthwith upon the Lender's request appoint a Special Consultant nominated by the Lender. In the event of the Borrower failing to make the appointment, the Lender shall be entitled at its discretion at any time thereafter to appoint the Special Consultant on the Borrower's behalf.
25.2 The Lender shall have the full discretion to nominate any person suitably qualified to be a Special Consultant and, without limiting the generality of the foregoing, the Lender may for the purpose nominate an accountant, lawyer, banker or engineer.
25.3 The Special Consultant so appointed (whether by the Borrower or by the Lender on the Borrower's behalf) shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts, defaults and remuneration. The Special Consultant shall perform and carry out all such duties and functions as the Lender may specify which may, without limitation, include the following:-
25.3.1 to carry out an audit for the accounts of the Borrower and report the outcome of such audit to the Lender;
25.3.2 to verify and submit to the Lender a list of the Borrower's account receivables; and
25.3.3 to verify and submit to the Lender a list of the Borrower's creditors.
Special Consultant. All Contribution Requests shall also be concurrently submitted to the Special Consultant, if so engaged, but approval by the Special Consultant will not be a condition precedent to funding.
Special Consultant. Upon a Termination Event having occurred and is continuing, the Borrower will, forthwith upon any request by the Agent (acting on the instructions of the Majority Lenders), appoint a special consultant (who may be an accountant, lawyer, banker, engineer or any other person which the Agent (acting on the instructions of the Majority Lender) considers suitably qualified to be a special consultant) (the "Special Consultant") nominated by the Agent (acting on the instructions of the Majority Lenders). The Agent may at its absolute discretion immediately after such request make such appointment on the Borrower's behalf. The Special Consultant so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts, defaults and remuneration. The Special Consultant shall have the following functions:-
(a) to carry out an audit of the accounts of the Borrower and report the outcome of such audit to the Agent and the Lenders;
(b) to verify and submit to the Agent and the Lenders a list of the Borrower's account receivables;
(c) to verify and submit to the Agent and the Lenders a list of the Borrower's creditors; and
(d) to render such advisory services with respect to the financial affairs of the Borrower as the Agent (acting on the instructions of the Majority Lenders) may specify in its request to the Borrower to appoint the Special Consultant; and
Special Consultant. If the Lender determines that the Borrower is or will be unable to perform its obligations under any of the Financing Documents, the Lender may appoint on the Borrower's behalf or require the Borrower to appoint, a Special Consultant to conduct an audit of the Borrower or perform such other duties as the Lender may specify. The Lender may nominate as Special Consultant an accountant, lawyer, banker, engineer or, with limitation, any person whom the Lender considers suitably qualified. A Special Consultant so appointed shall be the agent of the Borrower who shall be solely responsible for his acts, defaults and remuneration.
Special Consultant. (1) Within ninety (90) days, the Branch shall employ an independent outside consultant (“Consultant”) to review the Branch’s trading company/trade finance portfolio. Prior to employment of the Consultant, the name and the qualifications of the Consultant considered for employment shall be submitted to the Director for prior determination of no supervisory objection. However, failure to exercise any objection shall not constitute approval or endorsement of the Consultant.
(2) The Consultant shall review all trading company/trade finance extensions of credit focusing particular attention on collateral controls and, at a minimum, include:
(a) identification and analysis of the borrower’s affiliate and subsidiary relationships and transactions;
(b) analysis of the source of funds originating from other banks that are transferred to the Branch for payment on these loans;
(c) analysis of the quantity and quality of current financial information and existing loan covenants;
(d) analysis of the Branch’s collateral for each loan to include lien perfection and other ancillary items, including, but not limited to, current status of state incorporations and confirmation of real estate tax payments;
(e) analysis of the transaction and supporting documentation to determine if the transaction or documents appear fraudulent or indicate suspicious activity;
(f) an evaluation of the invoice lending process and structure, the benefits to the Branch and identification of standards for invoice financing; and
(g) development of appropriate action plans including exit strategies and trigger events/dates for further action.
(3) Within ninety (90) days of employment, the Consultant shall submit a written report to the General Manager and the Director that shall include:
(a) a description of the scope of the review;
(b) table(s) setting forth the aggregate extensions of credit to the trading company borrowers and related interests; and;
(c) recommendations with regard to the findings in Paragraph (2) above. The Consultant shall also submit to the Director all supporting documentation for the Consultant's report required under this Article.
Special Consultant. 39 20. INDEMNITIES............................................... 40 PART IX ------- AGENCY PROVISIONS -----------------
Special Consultant. If, in the reasonable opinion of the Majority Banks, circumstances have arisen which give cause for concern that the Borrower may not be able to meet its obligations to the Finance Parties under the Finance Documents, the Borrower will notwithstanding that no Event of Default has occurred, forthwith upon the request of the Agent (with the approval of the Majority Banks) appoint a special accountant ("Special Consultant") nominated by the Agent; and such ------------------ nominee may be an accountant, lawyer, banker, engineer, or, without limitation, any person whom the Agent considers so suitably qualified. The Agent may at its absolute discretion immediately after such request appoint a Special Consultant on the Borrower's behalf. The Special Consultant so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts, defaults and reasonable remuneration. The functions of the Special Consultant shall include the following:-
(a) to carry out an audit of the accounts of the Borrower and report the outcome of such audit to the Agent;
(b) to verify and submit to the Agent an inventory of the Borrower's assets;
(c) to verify and submit to the Agent a list of the Borrower's accounts receivables;
(d) to verify and submit to the Agent a list of the Borrower's creditors; and
(e) to render such advisory services with respect to the financial affairs of the Borrower as the Agent may specify.
Special Consultant. It has been agreed that the senior management team's description of special consultants etc. will be inserted here without this section or salary agreement catalogue otherwise having to be renegotiated. Base salary Base salary for special consultants, lower, according to the Collective Agreement for State-Employed Academics (Overenskomst for Akademikere i Staten) Individually negotiated supplements for special qualifications Up to DKK 40,000, however at least DKK 15,000 In addition, it is possible to obtain additional individually negotiated supplements (xxxx), cf. Section 2. Special consultants negotiate on their own behalf.
Special Consultant. For the time period between the execution of this Separation Agreement by the parties and the Separation Date, Xxxxx will have no duties or reporting obligations other than to carry out transition duties as may be requested by the Company up to the Separation Date. The execution of this Separation Agreement shall constitute an "involuntary separation from service" under Section 409A of the Internal Revenue Code of 1986, as amended, including the applicable regulations ("Section 409A"), and the date that the Company executes this Agreement shall be the "Separation from Service Date". For all other purposes, Xxxxx' employment with the Company will terminate on the Separation Date. For the twelve month period following the Separation Date, Xxxxx will be considered to be on "Special Consultant Duty". While on Special Consultant Duty, Xxxxx will have no duties assigned to him, no reporting obligations, no access to company property or resources, and will accrue no compensation, equity, bonuses or benefits of any kind other than those specifically set forth in Section 2 of this Separation Agreement, and then, only if Xxxxx complies with his obligations under this Separation Agreement. While on Special Consultant Duty, Xxxxx shall owe no obligations to the Company other than his obligations in this Separation Agreement as well as any prior agreements which created obligations intended to extend beyond his employment, and he may be employed by or perform services for any other entity, as long as such employment or services do not violate his obligations in this Separation Agreement. Should Xxxxx fail to comply with this Agreement, he shall not be entitled to any unpaid portion of the holdback payments set forth in Sections 2(b) and 2(c) or the bonus payments set forth in Section 2(d).
