ENGAGEMENT TERM The Placement Agent’s engagement hereunder shall be until the earlier of (i) the final Closing Date of the Placement and (ii) the date either party terminates the engagement according to the terms of the next sentence (such date, the “Termination Date”). After an initial period of thirty (30) days from the date of the Company’s Engagement Letter, dated December 11, 2024, with the Placement Agent (the “Engagement Letter”), the engagement may be terminated at any time by either party upon ten (10) days’ written notice to the other party, effective upon receipt of written notice to that effect by the other party. The period described in the preceding two sentences shall represent the “Engagement Term.” The Agreement may not be earlier terminated except for Cause (defined hereinafter). If there is a Closing of the Placement, or if the Termination Date occurs prior to Closing of the Placement (other than for Cause), then if within twelve (12) months following such time, the Company completes any financing of equity, equity-linked, convertible or debt or other capital raising activity with, or receives any proceeds from, any of the investors contacted or introduced by Maxim during the Engagement Term, then the Company will pay Maxim upon the closing of such financing or receipt of such proceeds the compensation set forth in Section 3 herein. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, M▇▇▇▇’s gross negligence, willful misconduct, or a material breach of this Agreement, after being notified in writing of such conduct, and not curing such alleged conduct within ten (10) business days of notification of such alleged wrongful conduct. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification, contribution, future rights and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. Maxim agrees not to use any confidential information concerning the Company provided to Maxim by the Company for any purposes other than those contemplated under this Agreement.
Engagement Subject to this clause, a casual Employee is one engaged as such and who has no firm advance commitment from the Employer to continuing and indefinite work according to an agreed pattern of work.
Engagement; Acceptance The Issuer engages ▇▇▇▇▇▇▇ Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuer. ▇▇▇▇▇▇▇ Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement.
Engagement of Services Consultant shall perform the services described on Exhibit A attached hereto (the “Services”) for the Company to the best of Consultant’s ability. The Company selected Consultant to perform services for it based upon the Company receiving Consultant’s personal services. Consultant therefore may not subcontract or otherwise delegate its obligations under this Agreement without the Company’s prior written consent. Consultant shall provide the Services in a professional manner and in a manner reasonably satisfactory to the Company.
IRO Engagement 1. CHSI shall engage an IRO that possesses the qualifications set forth in Paragraph B, below, to perform the responsibilities in Paragraph C, below. The IRO shall conduct the review in a professionally independent and objective fashion, as set forth in Paragraph D. Within 30 days after OIG receives the information identified in Section V.A.12 of the CIA or any additional information submitted by CHSI in response to a request by OIG, whichever is later, OIG will notify CHSI if the IRO is unacceptable. Absent notification from OIG that the IRO is unacceptable, CHSI may continue to engage the IRO.
2. If CHSI engages a new IRO during the term of the CIA, this IRO shall also meet the requirements of this Appendix. If a new IRO is engaged, CHSI shall submit the information identified in Section V.A.12 of the CIA to OIG within 30 days of engagement of the IRO. Within 30 days after OIG receives this information or any additional information submitted by CHSI at the request of OIG, whichever is later, OIG will notify CHSI if the IRO is unacceptable. Absent notification from OIG that the IRO is unacceptable, CHSI may continue to engage the IRO.
