TERM; SERVICES. 1.1 Commencing as of the Effective Date and continuing until terminated by either party hereto upon thirty (30) days written notice to the other party (the “Term”), the Consultant agrees that he will provide certain consulting services to the Company as from time to time requested by the Company (the “Services”).
1.2 The Consultant represents and warrants to the Company that he is under no contractual or other restriction or obligation which is inconsistent with the execution of this Agreement, or which will materially interfere with the performance of his duties hereunder.
TERM; SERVICES a. The term ("Term") of the engagement by the Bidder of the Advisor hereunder shall be two years beginning on the date of this letter agreement. During the
TERM; SERVICES. 41.1. If the Job is for services to be performed throughout the Job period the HSE shall, when it requires the services to be provided, send the Service Provider written notification of the services to be provided and the date, time and place of delivery and the Service Provider shall deliver those services on the date so specified, which shall not be less than 5 days after the date of the notification.
41.2. If the Job does not specify the quantum of services to be provided by the Service Provider, the HSE does not provide any guarantee regarding the quantity of Services that will be required over the Job period.
TERM; SERVICES. In exchange for the reimbursement described in Section 3.1, the Administrator agrees to provide the OLP General Partner with the administrative services listed below and such additional services as the OLP General Partner may establish and authorize the Administrator to provide from time to time (the services to be provided by the Administrator being herein referred to as the "Services"):
(i) The day-to-day supervision, administrative liaison and related services, including, without limitation legal, accounting, planning support, budgeting support, technical, insurance administration, treasury services, tax and external audit services required in connection with the business and affairs of the OLP General Partner.
(ii) The preparation for signature by an authorized officer of all documents and instruments required to be signed by or otherwise appropriate for signature by the OLP General Partner.
(iii) The maintenance of capital accounts for each owner of any OLP that is required to maintain capital accounts.
(iv) The calculation of Available Cash of any OLP that is required to calculate Available Cash and the making of all distributions of cash authorized by the OLP General Partner or otherwise required to be made.
(v) The taking or provision of custody of funds, notes, drafts, acceptances, commercial paper and other securities belonging to any OLP; maintain bank accounts in one or more banking institutions; deposit funds of the OLP General Partner or any OLP in its respective accounts and disburse funds therefrom, in each case as necessary to satisfy the obligations of each of them in connection with the conduct of its business and affairs; invest available funds of the OLP General Partner or any OLP; and keep appropriate records in connection with all the above transactions.
(vi) The maintenance of all books and records relating to the business and affairs of the OLP General Partner and any OLP.
(vii) The preparation and submission each year of an estimate of distributable cash flows, operating expenses, equity earnings, investment income, interest expense, direct charges, equity contributions and capital expenditures (and a financing plan relating to such contributions or expenditures, if necessary) of any OLP that the Administrator anticipates for the ensuing calendar year. Except as the OLP General
TERM; SERVICES. In the event that this Engagement Schedule expires or is terminated (other than due to the material breach by General American), LIS agrees that, in order to assist in providing transitional service to General American, LIS shall offer reasonable assistance to General American in converting the records of General American from the LIS system to whatever service or system is selected by General American (provided, however, that LIS may establish such compensation procedures as it may reasonably require [including the payment of any then existing indebtedness of General American to it] to ensure it is paid, for all such assistance, at its then current standard rates and fees).
TERM; SERVICES a. The term ("Term") of the engagement by the Bidder of the Advisor hereunder shall be two years beginning on the date of this letter agreement. During the Term, the Advisor will assist the Bidder on an exclusive basis in analyzing, structuring, negotiating and effecting the Acquisition Transaction on the terms and conditions set forth in this letter agreement. In this connection, during the Term, exclusively on the Bidder's behalf, the Advisor will, as requested by the Bidder:
i. perform financial analysis of the Partnership in the context of the Acquisition Transaction;
ii. assist the Bidder in its determination of the appropriate price to be paid in the Acquisition Transaction for the Units;
iii. advise the Bidder as to the structure and form of the Acquisition Transaction;
iv. furnish the Bidder with such publicly-available due diligence material as may reasonably be requested by the Bidder;
v. furnish the Bidder with a current list of the limited partners of the Partnership (or holders of Units) and their addresses; and
vi. render such other financial advisory services as may from time to time be reasonably requested by the Bidder in connection with the Acquisition Transaction.
b. The Advisor represents and warrants that neither it nor its Affiliates or Associates have furnished to any Person except the Bidder, and covenants and agrees that during the Term it will not, and will cause its Affiliates and Associates not to furnish, to any Person (other than counsel for the Advisor) (i) the due diligence materials provided to the Bidder hereunder, (ii) any list of the limited partners of the Partnership (or holders of Units) or (iii) any financial analysis of the Partnership prepared for the Bidder, unless (I) it has first (A) furnished the Bidder with a written notice setting forth its intention to do so, the identity of each intended recipient of such material and a description of any proposed or contemplated Acquisition or other transaction involving such recipients and (B) offered the Bidder the exclusive opportunity to engage the Advisor in connection with such Acquisition or other transaction, (II) the Bidder has failed to so engage the Advisor within 10 Business Days after receipt of such written notice and (III) the Bidder has consented in writing to the proposed action of the Advisor, which consent shall not unreasonably be withheld; provided, however, that the Advisor will not, and will cause its Affiliates and Associates not to, disclose to any...
TERM; SERVICES. (a) Company hereby engages Consultant, and Consultant accepts such engagement, to provide Services (as defined below) to Company for a period of three (3) years from and after the Effective Date hereof (as such period may be earlier terminated in accordance with the terms of this Agreement, the “Term”).
(b) During the Term, Consultant shall provide the services (the “Services”) set forth on the Scope(s) of Work (each, an “SOW”) entered into under this Agreement mutually agreed upon from the Effective Date forward by the parties. Consultant agrees that all Services under this Agreement shall be performed exclusively by Consultant unless otherwise agreed in writing by Company.
(c) The initial SOW is attached hereto as EXHIBIT A-1, and, as additional Services may be requested of Consultant by Company, such additional Services will be documented by additional SOWs to be acknowledged by Company and Consultant. Each SOW shall be deemed a part of this Agreement and subject to the same terms and conditions set forth herein. For purposes of clarity, any reference to “Agreement” herein shall be interpreted to include this Agreement and any applicable SOW. In addition to describing the Services of a respective engagement by Company of Consultant, each SOW may also contain certain terms and conditions applicable with respect to each such engagement.
(d) In performing the Services under this Agreement, Consultant shall report and be responsible to Xxxx Xxxxxxx and such other employee designated in the applicable SOW and/or such other person(s) as may be subsequently designated by Company (the “Company Designee(s)”).
(e) Consultant shall provide all Services in a professional, skilled, and efficient manner, consistent with pertinent industry standards. Consultant shall also use commercially reasonable efforts and such working time and energy as may be required for the satisfactory performance of the Services in accordance with Company’s requests and instructions.
TERM; SERVICES. (a) For a period of twelve months commencing on the Closing Date, in order to maintain the accounts of the Businesses, the Seller will (i) allow the Businesses to use its computer, data processing and information systems ("MIS Services"), (ii) provide information systems support, (iii) provide office space (in sufficient quantity to adequately maintain the accounts of the Businesses and consistent with existing square footage being utilized of approximately 5,500 square feet) and access to business equipment, and (iv) provide limited accounting support similar to that provided during the ninety day period prior to the date of execution of this Agreement, all in a commercially reasonable manner in the ordinary course of business and consistent with practices employed by the Businesses on the date hereof (collectively, the "Transition Services"). This agreement to provide Transition Services under Article XI may be terminated by the Purchaser prior to the end of the twelve month term, on thirty (30) days prior written notice to Seller.
(b) Purchaser is contracting for use of Seller's Transition Services on as "as-is" basis, and Seller shall not be required to increase personnel levels or acquire additional equipment, computer hardware, computer software, office supplies or other materials or make other equipment modifications or acquisitions from that used in providing Transition Services to the Businesses immediately prior to the Closing Date. The resources of Seller that are required to be devoted to performance of Transition Services shall not exceed the level of those resources devoted to providing services to the Businesses on the date of this Agreement, minus any such resources that are transferred to the Businesses and the Purchaser at the Closing Date.
(c) Seller will be responsible for any routine upkeep required to keep the MIS Services or any of the other Transition Services running in accordance with past practices of Seller. Any incremental expense incurred on the existing system to allow the Businesses to continue to use the MIS Services or any of the other Transition Services will be charged to the Businesses at the actual out-of-pocket costs to Seller.
(d) All data, documents, material and information ("Data") arising after the Closing Date relating to the Businesses and Purchaser's operation thereof will remain the property of the Businesses. It will be the responsibility of the Businesses to transmit all Data necessary for Seller to perform...
TERM; SERVICES. 41.1. If the Job is for services to be performed throughout the Job period the HSE shall, when it requires the services to be provided, send the Service Provider written notification of the services to be provided and the date, time and place of delivery and the Service Provider shall deliver those services on the date so specified, which shall not be less than 5 days after the date of the notification.
41.2. If the Job does not specify the quantum of services to be provided by the Service Provider, the HSE does not provide any guarantee regarding the quantity of Services that will be required over the Job period. PART FOUR SUPPLIES CONTRACT CLAUSES 42. DELIVERY OF SUPPLIES
42.1. The Service Provider shall deliver the Supplies on the date and to the location notified to the Service Provider by the HSE and shall be responsible for the proper delivery of the Supplies.
42.2. If the Job is for multiple, unspecified, deliveries, the HSE shall, when it requires a delivery to be made during the period of the Job, send the Service Provider written notification of the quantity of Supplies and the date, time and place of delivery and the Service Provider shall deliver those Supplies on the date so specified, which shall not be less than 5 days after the date of the notification.
42.3. If the Job does not specify the quantity of Supplies to be provided by the Service Provider, the HSE does not provide any guarantee regarding the quantity of Supplies that will be required over the Job period.
42.4. The Service Provider shall provide such packaging of Supplies as is required to prevent their damage or deterioration in transit.
42.5. The Service Provider shall be responsible for obtaining any import licences, permits or other consents necessary for the importation and delivery of Supplies and shall produce evidence of same if requested to do so by the HSE.
42.6. The Service Provider shall indemnify and hold the HSE harmless against and from all claims, suits and actions for damages, losses and expenses resulting from the transport of the Supplies and shall negotiate and pay all claims arising from their transportation.
TERM; SERVICES. Communicate hereby retains the services of the Independent Contractor in accordance with Schedule “A”, a copy of which is attached hereto and forms an integral part of this Agreement, during the period commencing February 22nd, 2008 and ending February 21st, 2011, unless terminated prior thereto (the “Consultative Period”). Furthermore, unless otherwise agreed, upon expiry of the Consultative Period, this Agreement shall be automatically terminated in accordance with the terms and conditions of this Agreement and without further obligation on the part of Communicate to the Independent Contractor, except that Communicate’s obligation to pay Independent Contractor for (i) any Base Fees earned prior to the expiration date and (ii) of the Commission Payments for any net revenues accrued by Communicate prior to the expiration date, shall continue after the expiration date until such payment obligations, if any, are fulfilled. Further, Communicate’s obligations under the Communicate Equity Incentive Plan (the “Plan”) as to the Stock Options granted under this Agreement shall continue in accordance with the Plan’s terms and the terms set forth in this Agreement.
