Centerview Sample Clauses
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Centerview as financial advisor and investment banker to the Committee, will perform the following financial advisory and investment banking services:
a. familiarize itself with the business, operations, properties, financial condition and prospects of the Company;
b. analyze the Company’s financial projections and forecasts;
c. advise and assist the Committee in evaluating a range of strategic alternatives and advise and assist in formulating alternative restructuring plans for the Company in connection with a Transaction, if requested by the Committee;
d. advise and assist the Committee in structuring, negotiating, implementing and otherwise responding to the financial aspects of a Transaction, in each case on behalf of the Committee and subject to the terms and conditions of this Agreement;
e. in connection with any Transaction, provide financial advice and assistance in structuring any new securities to be issued pursuant to the Transaction;
f. attend meetings of the Committee as well as meetings with Company or other third parties as appropriate in connection with the matters set forth herein;
g. participate in negotiations among the Committee, the Company and its creditors and other interested parties with respect to any Transaction;
h. participate in hearings before the bankruptcy court with respect to the matters upon which Centerview has provided advice, including, as relevant, coordinating with the Committee and its legal advisor, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Young ▇▇▇▇▇▇▇ Stargatt & ▇▇▇▇▇▇, LLP, with respect to testimony in connection therewith; and
i. provide such other financial advisory services as may from time to time be specifically agreed upon in writing by Centerview and the Committee In rendering its services hereunder, Centerview is not assuming any responsibility for the Company’s or the Committee’s underlying business decision to pursue any business strategy or to effect any Transaction. The Committee agrees that Centerview shall not have any obligation or responsibility to provide accounting, audit, "crisis management," or business consultant services, and shall have no responsibility for designing or implementing operating, organizational, administrative, cash management or liquidity improvements, or to provide any fairness or valuation opinions. The Committee acknowledges that Centerview is not providing any advice on tax, legal, regulatory or accounting matters, and the Committee agrees that it will seek and rely on the advice of its own pro...
Centerview as exclusive financial advisor and investment banker to the Company, will perform the following financial advisory and investment banking services:
Centerview. Partners LLC, financial advisor of the Company, has delivered to the Company Board an opinion to the effect that, as of the date of such opinion, and based upon and subject to the matters set forth therein, including the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Merger Consideration to be paid to the holders of the Company Common Stock (other than holders of shares to be cancelled pursuant to Section 2.1(b), holders of Dissenting Shares or the Specified Holders) pursuant to this Agreement and the Dap Rights Agreement is fair, from a financial point of view, to such holders of the Company Common Stock. As promptly as practicable following the date hereof, a complete and executed copy of such opinion will be delivered to Parent for informational purposes only, and it is agreed and understood that such opinion is for the benefit of the Company and may not be relied upon by Parent or Merger Sub for any purpose.
Centerview also participated in discussions with members of the senior management and representatives of Exscientia regarding their assessment of the Exscientia Internal Data and the Exscientia-Prepared Recursion Internal Data, as appropriate, and conducted such financial studies and analyses and took into account such information as Centerview deemed appropriate, and the strategic rationale for the Transaction. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for Exscientia and Recursion and compared that data with similar data for certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate. Centerview assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of its opinion and, with Exscientia’s consent, Centerview relied upon such information as being complete and accurate. In that regard, Centerview assumed, at Exscientia’s direction, that the Exscientia Internal Data (including, without limitation, the Exscientia-Prepared Risk Adjusted Forecasts for Exscientia), the Exscientia-Prepared Forecasts for Recursion, the Exscientia-Prepared Recursion Internal Data and the Exscientia-Prepared Synergies were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of Exscientia or Recursion, as the case may be, as to the matters covered thereby and Centerview relied, at Exscientia’s direction, on the Exscientia Internal Data (including without limitation, the Exscientia-Prepared Risk Adjusted Forecasts for Exscientia), Exscientia-Prepared Forecasts for Recursion, the Exscientia-Prepared Recursion Internal Data and the Exscientia-Prepared Synergies, for purposes of Centerview’s analysis and opinion. Centerview expressed no view or opinion as to the Exscientia Internal Data (including, without limitation, the Exscientia-Prepared Risk Adjusted Forecasts for Exscientia), the Exscientia-Prepared Forecasts for Recursion, the Exscientia-Prepared Recursion Internal Data and the Exscientia-Prepared Synergies or the assumptions on which they were based. In addition, at Exscientia’s ...
Centerview. “Centerview” is defined in Section 3.23 of the Agreement.
Centerview. Fellsburg 1
Centerview is engaged directly and through its affiliates and related parties in a number of investment banking, financial advisory and merchant banking activities. The Committee acknowledges and agrees that in performing its services for the Committee hereunder, Centerview shall have no duty to disclose to the Committee, or to use for the benefit of the Committee, any proprietary or non public information obtained by Centerview or its affiliates or related parties in the course of providing services to any other entity or person, engaging in any transaction (including as principal) or otherwise conducting its business. We are pleased to accept this engagement and look forward to working with the Committee. Please confirm that the foregoing is in accordance with our mutual understanding by signing and returning to Centerview this Agreement, which shall thereupon constitute a binding agreement between Centerview and the Committee. By: Very truly yours, CENTERVIEW PARTNERS LLC Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Partner Agreed and Accepted by: The Official Committee of Dendreon Corporation, et al. By: ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP As authorized by, and on behalf of, the Official Committee of Unsecured Creditors of Dendreon Corporation, et al., solely in ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP’s capacity as proposed counsel to the Official Committee of Unsecured Creditors of Dendreon Corporation, et al., and not in the firm’s individual capacity In connection with the engagement (the “Engagement”) of Centerview Partners LLC (“Centerview”) by the Official Committee of Unsecured Creditors of Dendreon Corporation (the “Committee”) to render financial advisory services to the Committee pursuant to a letter agreement dated as of the date hereof and attached hereto (the “Engagement Agreement”), Dendreon Corporation and its subsidiaries and affiliates that are debtors in the chapter 11 cases (Case No. 14-12515 (Jointly Administered)) (jointly and severally, the “Company”) will be subject to the terms of this Annex A.2 .
1. Except as provided in paragraph 3. below, the Company agrees to indemnify and hold harmless Centerview and each of its affiliates, their respective members, directors, officers, employees and controlling persons, and each of their respective successors and assigns (collectively, the “Indemnified Persons” and each individually, an “Indemnified Person”) from and against any and all losses, claims, damages, demands and liabilities, joint or several, or actions or proceedings in respect ther...
Centerview. Terrace (76-0051979): Terrorism insurance not required; Non-recourse carve-ou▇ ▇▇▇ ▇▇▇▇ted losses obtained from warm body indemnitor, however
Centerview is engaged directly and through its affiliates and related parties in a number of investment banking, financial advisory and merchant banking activities. The Disinterested Directors and the Company acknowledge and agree that in performing its services for the Company hereunder, Centerview shall have no duty to disclose to the Disinterested Directors or the Company, or to use for the benefit of the Disinterested Directors or the Company, any proprietary or nonpublic information obtained by Centerview or its affiliates or related parties in the course of providing services to any other entity or person, engaging in any transaction (including as principal) or otherwise conducting its business. We are pleased to accept this engagement and look forward to working with the Company, at the direction of the Disinterested Directors. Please confirm that the foregoing is in accordance with our mutual understanding by signing and returning to Centerview this letter and the Indemnification Agreement attached hereto as Annex A, which shall thereupon constitute binding agreements between Centerview, the Disinterested Directors and the Company. Very truly yours, By:_ ▇▇▇ ▇▇▇▇▇▇ Partner ACCEPTED AND AGREED: By: By: Centerview Partners LLC ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: In connection with the engagement (the “Engagement”) of Centerview Partners LLC (“Centerview”) to render financial advisory services to TRU Taj LLC (“Taj LLC”) and TRU Taj Finance, Inc. (“Taj Inc.” and together with Taj LLC, the “Company”), at the direction of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (together, the “Disinterested Directors”) in all conflicts of interest between the Company and its shareholders or affiliates, including directors and officers (“Conflict Matters”) that may arise in connection with the chapter 11 cases of Toys “R” Us, Inc. (“Parent”) and its subsidiaries, pursuant to a letter agreement dated the date hereof (the “Engagement Agreement”), Taj LLC and Taj Inc., jointly and severally, agree as follows:
1. Except as provided in paragraph 3 hereof, the Company agrees to indemnify and hold harmless Centerview and each of its affiliates, their respective members, directors, officers, employees and controlling persons, and each of their respective successors and assigns (collectively, the “Indemnified Persons” and each individually, an “Indemnified Person”) from and against any and all losses, claims, damages, demands and liabilities, joint or several, or act...