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. CyberSource shall provide 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.
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. 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. 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. 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. 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. 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. (a) Each of Holdings and the Company acknowledges and agrees that the Initial Service Providers have (i) structured the acquisition and the other transactions contemplated by the Purchase and Sale Agreement (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Purchase Agreement”), dated as of February 24, 2012, by and among EP Energy Corporation, a Delaware corporation (“EP Energy”), EP Energy Holding Company, a Delaware corporation (“New EPE”), El Paso Brazil, L.L.C., a Delaware limited liability company (“EP Brazil” and together with EP Energy and New EPE, the “Sellers” and each a “Seller”) and the Company, (ii) arranged for financing in connection with the transactions contemplated by the Purchase Agreement (the “Acquisition Financing”), and (iii) provided other services in connection with the transactions contemplated by the Purchase Agreement and the Acquisition Financing.
Transaction Services. All transactions for the benefit of the Company shall be effected by the Adviser through such entities or persons as the Company may direct from time to time.
