Transaction Services Sample Clauses

Transaction Services. Notwithstanding anything else to the contrary herein, the Company agrees that the Manager may, at any time, enter into transaction services agreements with one or more of its Subsidiaries (“Transaction Services Agreements”) relating to the performance by the Manager of certain transaction-related services that are customarily performed by a third-party investment banking firm or similar financial advisor, which may or may not be similar to Services to be provided hereunder, in connection with the acquisition of target businesses by the Company or the Company’s Subsidiaries or dispositions of Subsidiaries of the Company or any property or assets of the Company or its Subsidiaries (“Transaction Services”); provided, that such Transaction Services Agreement shall be designated as such therein; provided, further, that any Transaction Services provided to the Company’s Subsidiaries pursuant to Transaction Services Agreements shall not be deemed to be Services provided hereunder. The Manager shall contract for the performance of such Transaction Services on market terms and conditions. Entry into a Transaction Services Agreement shall be subject to the authorization and approval of the Company’s nominating and corporate governance committee, and the Company’s nominating and corporate governance committee shall have the right to take whatever measures they deem prudent to confirm the market terms of any Transaction Services Agreement. Any fee to be paid pursuant to a Transaction Services Agreement (the “Transaction Fee”) shall be paid by the relevant Subsidiary of the Company that is a party to the corresponding Transaction Services Agreement directly to the Manager. Transaction Fees are not Offsetting Management Fees and shall not have the effect of Offsetting Management Fees as provided herein. Any Transaction Services Agreement may also provide for the reimbursement of costs and expenses of the Manager in the performance of any Transaction Services, including costs and expenses referenced in Section 7.3(b)(iii) hereof.

Transaction Services. The parties hereto agree that certain transaction-specific services, as further described below (collectively, the “Transaction Services”) shall be performed from the Effective Date for the benefit of the Company and the Beneficiary Affiliates. The Transaction Services provided may be evidenced by documentation to be agreed upon between the Company and the Advisor. The Transaction Services shall be provided in connection with the transactions described in Sections 0 and 0, and may include, without limitation, the following: advice and support relating to the identification, negotiation and analysis of specific acquisitions and dispositions by any of the Company or the Beneficiary Affiliates, including, without limitation, any share, asset or debt purchase or disposition; advice and support relating to the negotiation of transaction-specific financing (and consideration of financing alternatives), including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness; other advice relating to transaction-specific finance, including assistance in the preparation of financial projections and monitoring of compliance with financing agreements; advice relating to transaction-specific marketing issues, including assessment of marketing plans and strategies relating to specific transactions; advice relating to transaction-specific human resource issues, including searching and hiring of executives with respect to specific transactions; and other transaction-specific services for the Company or the Beneficiary Affiliates upon which the boards of directors of the Company and the Advisor agree. Legal services will not be provided by the Advisor. The Transaction Services will be conducted in support of the members of management and boards of directors of the Company and the Beneficiary Affiliates and, for the avoidance of doubt, such services shall be considered provided by outside consultants, not managers, of the Company and the Beneficiary Affiliates. Pursuant to this Agreement, the Advisor shall not have any authority or power to commit the Company and/or its Subsidiaries to any contracts with third parties.

Transaction Services. CyberSource shall provide to Customer the Transaction Services at the rates set forth in the Fee Schedule and in all material respects in accordance with the terms and conditions of this Agreement and consistent with all applicable laws and regulations.

Transaction Services. Services in connection with any transaction in which the Companies or their direct or indirect subsidiaries may be, or may consider becoming, involved, including acquisitions, divestitures or financings, it being understood that CHI shall be first approached and shall have a thirty day period concerning all opportunities during which it may decide to perform, for an additional fee to be established at such time, any of such transaction related services; and

Transaction Services. In connection with the proposed transaction relating to [DESCRIBE TRANSACTION] (the “Transaction”), AIM agrees to provide certain services to the Company, including, but not limited to, investment banking services, reviewing, evaluating and otherwise familiarizing itself and its Affiliates with the business, operations, properties, financial condition and prospects of the Company, performing due diligence with respect to the Company and its Subsidiaries and preparing documentation describing the Company’s operations, management, historical financial results, projected financial results and any other relevant matters and presenting such documentation and making recommendations with respect thereto to certain of Manager’s affiliates (collectively, the “Services”).

Transaction Services. All transactions for the benefit of the Fund shall be effected by the Investment Manager through such entities or persons as the Fund may direct from time to time.

Transaction Services. Xxxxxxxxx.Xxx shall provide to Customer the Transaction Services at the rates set forth in the Fee Schedule and in accordance with the terms and conditions of this Agreement.

Transaction Services. In addition to, and without duplication of, the Initial Services and the Consulting Services, Manager hereby agrees, during the term of this Agreement, to provide the members of the Company Group with financial, investment banking, management advisory and other services as may reasonably be agreed from time to time by the Company (with Unanimous Investor Approval (as defined in the Stockholders Agreement)) and Manager with respect to proposed transactions, including, without limitation, any proposed acquisition, merger, full or partial recapitalization, structural reorganization (including any divestiture of one or more subsidiaries or operating divisions of any member of the Company Group), reorganization of the shareholdings or other ownership structure of the Company Group, sales or dispositions of assets or equity interests or any other similar transaction (each, a “Transaction”) directly or indirectly involving the members of the Company Group (collectively, the “Transaction Services”).

Transaction Services. Services in connection with any transaction in which the Company or its affiliates may be, or may consider becoming, involved, including acquisitions, divestitures or financings, it being understood that CHI shall have the right of first refusal concerning all opportunities to perform, for an additional fee, any of such transaction services. Such right must be exercised within 30 business days of receipt by CHI of such offer.

Transaction Services. The Consultant shall assume primary responsibility for assisting the District in coordinating the planning and execution of each debt issue relating to the Project. Insofar as the Consultant is providing Services which are rendered only to the District, the overall coordination of the financing shall be such as to minimize the costs of the transaction coincident with maximizing the District's financing flexibility and capital market access. The Consultant's proposed debt issuance Services may include the following:  Analyze Financing Alternatives  Develop the Financing Schedule  Monitor the Transaction Process  Review the Official Statement, both preliminary and final  Procure and Coordinate Additional Service Providers  Provide Financial Advice to the District Related to Financing Documents  Compute Sizing and Design Structure of the Debt Issue  Plan and Schedule Rating Agency Presentation  Conduct Credit Enhancement Procurement and Evaluation  Conduct Market Analysis and Evaluate Timing of Market Entry  Recommend Award of Debt Issuance  Provide Pre-Closing and Closing Assistance Specifically, Consultant will: