Advisory Group. A community Advisory Group shall be formed to provide input and feedback to the Owner regarding the use and development of the Site.
Advisory Group. Fisheries and Other Ocean Uses
Advisory Group. Certain Effective Time Holders (the “Advisory Group”) have concurrently herewith entered into a letter agreement with the Securityholders’ Agent regarding direction to be provided by the Advisory Group to the Securityholders’ Agent. Neither the Securityholders’ Agent (together with its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Securityholders’ Agent Group”) shall incur any liability to the Effective Time Holders for any liability incurred by the Securityholders’ Agent while acting in good faith and arising out of or in connection with the acceptance or administration of its duties (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith), even if such act or omission constitutes negligence on the part of the Securityholders’ Agent. The Effective Time Holders shall indemnify, defend and hold harmless the Securityholders’ Agent Group from and against any and all Securityholders’ Agent Expenses incurred without gross negligence or willful misconduct on the part of the Securityholders’ Agent and arising out of or in connection with the acceptance or administration of its duties hereunder. This immunities and rights to indemnification shall survive the resignation or removal of the Securityholders’ Agent or any member of the Advisory Group and the Closing and/or the termination of this Agreement or the Escrow Agreement.
Advisory Group. Certain Sellers (the “Advisory Group”) have concurrently herewith entered into a letter agreement (the “Sellers’ Representative Engagement Agreement”) with Sellers’ Representative regarding direction to be provided by the Advisory Group to Sellers’ Representative in connection with its services under this Agreement, the Escrow Agreement and the Sellers’ Representative Engagement Agreement. Each Seller acknowledges and agrees that the Advisory Group shall incur no liability to the Sellers for any liability incurred by the members of the Advisory Group while acting in good faith and arising out of or in connection with the acceptance or administration of their duties (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith), even if such act or omission constitutes negligence on the part of the Advisory Group or one of its members. This indemnification and exculpation shall survive the termination of this Agreement. (g) Each of the Sellers agrees that all actions taken by the Sellers’ Representative under this Agreement, the Escrow Agreement or the Sellers’ Representative Engagement Agreement shall be binding upon each Seller and such Seller’s successors as if expressly confirmed and ratified in writing by such Seller, and all defenses which may be available to any Seller to contest, negate or disaffirm the action of the Sellers’ Representative taken in good faith under this Agreement, the Escrow Agreement or the Sellers’ Representative Engagement Agreement are waived. (h) Each of the Sellers agrees that the Sellers’ Representative shall be entitled to: (i) rely upon the Sellers’ Consideration Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Seller or other party. (i) The Sellers’ Representative may retain one copy of the DVD or other digital media delivered to Purchaser by the Company pursuant to Section 6.6(o) of the Share Issuance Agreement if the Sellers’ Representative enters into a separate customary confidentiality agreement with Purchaser before the Closing. (j) Notwithstanding anything to the contrary contained in this Section 10.1 or elsewhere in this Agreement, all of the rights of the Sellers’ Representative and the Sellers’ Representative Group under this Section 10.1 relating to any portion of the Escrow Fund are subject, and subordinate, to th...
Advisory Group. The Library agrees to convene an Advisory Group on an as-needed basis. The Advisory Group will include one member from the Library and one member from the Client who is knowledgeable regarding the workings of the ILS. The Advisory Group will provide a forum for information sharing and problem solving. The Advisory Group may address topics such as standardization of operating procedures, hours of service, equipment needs, service standards, annual fees and other matters concerning the operation of the automated system. However, the Library shall retain final authority for decision-making related to the automated system and its operation. The Advisory Group shall not be construed to be a separate legal entity, as each of the parties is contracting in its capacity as a municipal corporation of the State of Washington.
Advisory Group. On or prior to the Closing Date, the Purchaser shall create an advisory committee of up to seven (7) persons, who are not members of the PVI Board and who have the marketing, technical, financial or other experience to provide advice to management of the Purchaser on worldwide management issues. Advisory committee members shall serve one year terms. The Seller shall have the right to appoint two members to such advisory committee. The initial designees of the Seller to such committee shall be Davix Xxxx xxx Robexxx Xxxxxxxx. Xxe Purchaser shall cause such advisory committee to meet from time to time, but no less often than quarterly, to discuss strategic worldwide management issues.
Advisory Group. Certain Effective Time Holders have entered into an engagement agreement (the “Securityholder Representative Engagement Agreement”) with the Securityholder Representative to provide direction to the Securityholder Representative in connection with its services under this Agreement, the Escrow Agreement and the Securityholder Representative Engagement Agreement (such Effective Time Holders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”).
Advisory Group. This body will constitute a university-wide forum for ongoing discussion and evaluation of program initiatives. Members of the Advisory Group will meet on a bi-monthly schedule (or as needed) in order to offer impressions and feedback to the core committee regarding program issues.
Advisory Group. 2.8 The Parties shall specify and the Advisory Group shall conduct reviews of all Connexions Services on a planned basis to ensure that all dealings, in the private, public, voluntary and community sectors, comply with the content and spirit of this Deed.
Advisory Group. Certain Company Equityholders have entered into an engagement agreement (the “Company Equityholder Representative Engagement Agreement”) with the Company Equityholder Representative to provide direction to the Company Equityholder Representative in connection with its services under this Agreement and the Company Equityholder Representative Engagement Agreement (such Company Equityholders, including their individual representatives, collectively hereinafter referred to as the “Advisory Group”). As solely between the Company Equityholders and the Company Equityholder Representative, neither the Company Equityholder Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Company Equityholder Representative Group”) shall be liable for any act done or omitted hereunder or under the Company Equityholder Representative Engagement Agreement as Company Equityholder Representative while acting in good faith, and any act done or omitted to be done pursuant to the advice of counsel shall be conclusive evidence of such good faith.
