INSTRUMENTAL Clause Samples

The Instrumental clause defines the specific tools, equipment, or resources that must be used or provided in the performance of an agreement. In practice, this clause may require one party to supply certain machinery, software, or materials necessary for fulfilling contractual obligations, or it may specify standards for the type of instruments to be used. Its core function is to ensure that all parties are clear about the resources required, thereby reducing misunderstandings and ensuring that the work is performed to the agreed-upon specifications.
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INSTRUMENTAL. For purposes of this Section 3.5, Employee shall be deemed to have been "Instrumental" in assisting the Company effectuate a Change of Control if Employee: (i) Identifies and advises the Company and its management in writing with respect to any companies, businesses, services and business opportunities and prospects that Employee deems compatible with the Company and its business plan (hereinafter called "Targets"); (ii) Disseminates and markets, as directed, the Company, its business and its business plan to such Targets and their advisors, agents and consultants; (iii) Actively participates in and assists the Company relative to any and all negotiations with and due diligence with respect to the Targets and provides the Company with periodic status reports concerning the Targets, such negotiations and due diligence; (iv) Advises the Company with respect to communications and information disseminated to and from the Targets; (v) Analyzes and reviews the historical financial information of Targets; (vi) Assists in the preparation of projected financial statements of Targets based upon acquisition structure and certain other assumptions including purchase price and funding terms; (vii) Prepares valuation models which will aid the Company in determining a Target's purchase price/value and the value of the transaction to the Company and its Shareholders; (viii) Assists in the determination of an appropriate purchase price, structure and terms; (ix) Assists in the preparation and review of projected earnings and anticipated values of Targets including analysis of returns to the Company, accretiveness of the transaction and financial statement performance; (x) Assists in the negotiation of the letter of intent for the Targets; (xi) Actively participates in and assists the Company relative to the Company obtaining financing and capital to facilitate a Change of Control and analyze, evaluate and assist the Company with respect to the form, structure and pricing of such various financing and capital raising alternatives; (xii) Reviews all preliminary and final documentation relating to the contemplated transaction; and (xiii) Assists in the closing of the contemplated transaction.
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Related to INSTRUMENTAL

  • Instrumentation The acceleration shall be recorded during the test, using equipment in accordance with channel frequency class 1000 as specified in the latest version of ISO 6487.

  • Negotiation Notwithstanding Section 30.11.1, at the request of the Developer the ISO and Connecting Transmission Owner shall begin negotiations with the Developer concerning the LGIA and its appendices at any time after the Developer executes the Class Year Interconnection Facilities Study Agreement. The ISO, Connecting Transmission Owner and the Developer shall finalize the appendices and negotiate concerning any disputed provisions of the draft LGIA and its appendices subject to the six (6) month time limitation specified below in this Section 30.11.

  • Negotiations At the written request of a Party, each Party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising out of or relating to this Agreement. The Parties intend that these negotiations be conducted by non-lawyer, business representatives. The location, format, frequency, duration, and conclusion of these discussions shall be left to the discretion of the representatives. Upon agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery, and shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all Parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise discoverable, be discovered or otherwise admissible, be admitted in evidence, in the arbitration or lawsuit.

  • Cooperative Drafting This Agreement has been drafted through a cooperative effort of City and Contractor, and both Parties have had an opportunity to have the Agreement reviewed and revised by legal counsel. No Party shall be considered the drafter of this Agreement, and no presumption or rule that an ambiguity shall be construed against the Party drafting the clause shall apply to the interpretation or enforcement of this Agreement.

  • DOCUMENT PREPARATION The Transfer/Deed shall, save for the Land Transfer Tax Affidavit, be prepared in registrable form at the expense of Seller, and any Charge/Mortgage to be given back by the Buyer to Seller at the expense of the Buyer. If requested by Buyer, Seller covenants that the Transfer/Deed to be delivered on completion shall contain the statements contemplated by Section 50(22) of the Planning Act, R.S.O.1990.