Consultant Matters Sample Clauses

Consultant Matters. (i) Permit the retention of Consultants and (ii) cooperate with any such Consultants and allow any such Consultants, from time to time upon prior reasonable notice and during normal business hours, at the Borrower’s expense, to visit and inspect any of the properties of the Borrower and its Subsidiaries, examine corporate, financial and operating records of the Borrower and its Subsidiaries, make copies thereof or abstracts therefrom and discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with their respective directors, officers, and independent public accountants.
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Consultant Matters. Each of Xxxxxx X. Xxxxxxxx and Xxxxxx Xxxxxxxx shall have entered into a Consulting Agreement in substantially the form attached hereto as Exhibit B (including a Proprietary Information Assignment Agreement attached as an exhibit thereto), which Consulting Agreements shall become effective immediately following the Closing, and neither Xxxxxx X. Xxxxxxxx nor Xxxxxx Xxxxxxxx shall have made any indication to Cypress, Cellatope or any of their Representatives that any such Person has a present intent to terminate such contractual relationship.
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Consultant Matters. Further to their obligations under Sections 6.10 and 10.04 of the First Lien Credit Agreement, the Borrowers and their Subsidiaries (a) acknowledge and consent to the retention of a third-party consultant or consultants hired on behalf of the First Lien Lenders (the “Consultant”), (b) acknowledge and agree that they will be responsible for the payment of all fees and expenses of such Consultant, (c) agree to fully cooperate with such Consultant and allow such Consultant to: visit and inspect any of the properties of the Borrowers and their Subsidiaries; examine corporate, financial and operating records of the Borrowers and their Subsidiaries; make copies thereof or abstracts therefrom; and discuss the affairs, finances and accounts of the Borrowers and their Subsidiaries with their respective directors, officers, and independent public accountants, and (d) shall, beginning on February 13, 2008 and on a bi-weekly basis thereafter, provide to the Consultant (to be forwarded to the First Lien Administrative Agent and the First Lien Lenders) on a rolling basis a thirteen-week financial (cash-flow) budget (i.e., schedule of anticipated revenue and expenditures) and shall, when they update such budget, also provide to the Consultant (to be forwarded to the First Lien Administrative Agent and the First Lien Lenders) a schedule that shows a projected versus actual comparison of the items set forth in the budget over the course of (i) the preceding two weeks; and (ii) the period beginning on February 18, 2008.
Sample 1
Consultant Matters. Further to their obligations under Sections 6.10 and 10.04 of the Second Lien Credit Agreement, the Borrowers and their Subsidiaries (a) acknowledge and agree to the Second Lien Administrative Agent's continued retention of Xxxxxxx & Marsal as third-party consultants hired on behalf of the Second Lien Lenders (the "Consultant"), (b) acknowledge and agree that they will be responsible for the payment of all fees and expenses of such Consultant, (c) agree to fully cooperate with such Consultant and allow such Consultant to: visit and inspect any of the properties of the Borrowers and their Subsidiaries; examine corporate, financial and operating records of the Borrowers and their Subsidiaries; make copies thereof or abstracts therefrom; and discuss the affairs, finances and accounts of the Borrowers and their Subsidiaries with their respective directors, officers, and independent public accountants, (d) consistent with the February 13 Second Lien Forbearance Agreement, shall continue to provide on a bi-weekly basis to the Consultant (to be forwarded to the Second Lien Administrative Agent and the Second Lien Lenders) on a rolling basis a thirteen-week financial (cash-flow) budget (i.e., schedule of anticipated revenue and expenditures) and shall, when the Borrowers update such budget, also provide to the Consultant (to be forwarded to the Second Lien Administrative Agent and the Second Lien Lenders) a schedule that shows a projected versus actual comparison of the items set forth in the budget over the course of (i) the preceding two weeks; and (ii) the period beginning on February 18, 2008, and (e) within 2 Business Days of each budget delivered in accordance with the foregoing Section 2.2(d), participate in a conference call with the First Lien Lenders to discuss such budget and any variances contained therein.
Sample 1
Consultant Matters. If either of the Borrowers at any time engages any consultant, including, without limitation, any consultant with respect to FDA matters, the Borrowers shall deliver to the Lender a copy of the engagement letter for such consultant and a copies of any reports, recommendations or other communications received from time to time from such consultant, not later than the first Business Day after the date such engagement letter is entered into or the date of any such communication, recommendation or other communication, respectively. The foregoing provisions of this Section supersede and replace the provisions of Section 16 of the Fourth Amendment and Section 16 of the Fifth Amendment.
Sample 1
Consultant Matters. Further to their obligations under Sections 6.10 and 10.04 of the Credit Agreement, the Borrower and its Subsidiaries (a) acknowledge and consent to the retention of a third-party consultant or consultants hired by or on behalf of the Administrative Agent or its counsel (the “Consultant”), (b) acknowledge and agree that they will be responsible to reimburse the Administrative Agent for the payment of all reasonable fees and expenses of such Consultant and (c) agree to fully cooperate in a timely manner with such Consultant and allow such Consultant or any other third-party hired by or on behalf of the Administrative Agent to (i) conduct a field examination of the Borrower’s operations, including without limitation, visit and inspect any of the properties of the Borrower and its Subsidiaries; (ii) examine corporate, financial and operating records of the Borrower and its Subsidiaries; (iii) make copies thereof or abstracts therefrom; and (iv) discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with their respective directors, officers, responsible employees and independent public accountants.
Sample 1

Related to Consultant Matters

  • Employment Matters There is (A) no unfair labor practice complaint pending against the Company, or any of its subsidiaries, nor to the Company’s knowledge, threatened against it or any of its subsidiaries, before the National Labor Relations Board, any state or local labor relation board or any foreign labor relations board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of its subsidiaries, or, to the Company’s knowledge, threatened against it and (B) no labor disturbance by the employees of the Company or any of its subsidiaries exists or, to the Company’s knowledge, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries, principal suppliers, manufacturers, customers or contractors, that could reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect. The Company is not aware that any key employee or significant group of employees of the Company or any subsidiary plans to terminate employment with the Company or any such subsidiary.

  • Engagement of Consultant The Company hereby engages Consultant to ------------------------- assist the Company in programming services.

  • Independent Contractor Relationship SELLER is an independent contractor in all its operations and activities hereunder. The employees used by SELLER to perform Work under this Contract shall be SELLER's employees exclusively without any relation whatsoever to LOCKHEED XXXXXX.

  • CONSULTANT’S RESPONSIBILITIES In addition to all other obligations contained herein, the Consultant agrees, warrants, and represents that:

  • INDEPENDENT RELATIONSHIP This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership, or formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein.

  • Employment of Consultants Part A General Consultants’ services shall be procured in accordance with the provisions of the Introduction and Section IV of the “Guidelines: Selection and Employment of Consultants by World Bank Borrowers” published by the Bank in January 1997 and revised in September 1997 and January 1999 (the Consultant Guidelines) and the following provisions of Section II of this Schedule. Part B: Quality- and Cost-based Selection

  • Consultant Services 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provided by the Consultant to the Company as consulting services (the "Consulting Services"):

  • Labor and Employment Matters (a) Except as set forth in Section 3.25 of the Company Disclosure Schedule, (i) there is no labor strike, material labor dispute, slowdown, stoppage or lockout actually pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, and during the past three years there has not been any such action, (ii) no labor organization claims to represent the employees of the Company or any of its Subsidiaries, (iii) neither the Company nor any of its Subsidiaries is a party to or bound by any collective bargaining or similar agreement governing terms and conditions of employment with any labor organization, (iv) none of the employees of the Company or any of its Subsidiaries is represented by any labor organization and the Company does not have any knowledge of any current organizing activities on behalf of any labor organization among the employees of the Company or any of its Subsidiaries, nor, to the knowledge of the Company, does any question concerning representation exist concerning such employees, (v) there is no pending, or to the knowledge of the Company, threatened material unfair labor practice charge or complaint against the Company or any of its Subsidiaries before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no material grievance arising out of any collective bargaining agreement, (vii) no material charges with respect to or relating to the Company or any of its Subsidiaries are pending before the Equal Employment Opportunity Commission or any other agency responsible for the prevention of unlawful employment practices, (viii) neither the Company nor any of its Subsidiaries has received notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Company or any of its Subsidiaries and no such investigation is in progress, (ix) the Company has procedures in place for collecting information about employee eligibility on Form I-9, collects such information and follows applicable Laws governing U.S. citizenship in all material respects, and (x) there are no material complaints, lawsuits or other proceedings pending or, to the knowledge of the Company, threatened in any forum by or on behalf of any present or former employee of the Company or any of its Subsidiaries alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship.

  • LABOR-MANAGEMENT RELATIONS COMMITTEE Section 1. The Employer and the Federation agree to the establishment of Labor- Management Relations Committees for Divisions represented by the Federation. The purpose of these Committees is to discuss any item of concern, including safety, to either party and to improve communications between the Employer and the members of the bargaining unit.

  • INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State except in the following circumstances, when such income may also be taxed in the other Contracting State:

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