Responsibilities and Services Clause Samples

Responsibilities and Services. This Section 2 describes Infospace’s support responsibilities with respect to the Services, and the corresponding responsibilities of Cingular.

Responsibilities and Services. The Advisor shall perform the following specific services, on a best efforts basis as requested by and at the direction of the Company: 1. provide a general business and financial analysis of CTT, including transaction feasibility analysis, valuation of the Company's strategic and non-strategic assets, strategic plans and fund-raising alternatives; 2. evaluate and analyze warrant grants for executive compensation, and provide guidance with regard to valuation methodology of such warrants and/or stock grants and the accounting treatment thereof. 3. advise and assist in the preparation of any necessary descriptive memorandum and offering material to be used in connection with the proposed Transaction, which documentation may be used to assist the Advisor in attracting and negotiating with potential investors, and which documentation shall be the property of the Company; 4. consult as to the strategy and process for identifying and initiating discussions with the various investors, lenders and strategic partners that CTT considers appropriate to participate in the Transaction, and to so identify such third parties and, upon prior approval of the Company, initiate such discussions; 5. advise CTT as to the possible terms, form and structure of the Transaction to be negotiated and thereafter assist CTT in its negotiations until such time as the Transaction is closed; and 6. assist and support the Company, on an ongoing basis, with regard to its strategic business plans and positioning the Company to maximize its shareholder value. The Company agrees that all inquiries, indications of interest or offers received by the Company prior to this date or at any time during the period of this Letter Agreement with respect to the Transaction shall be referred promptly to the Advisor and therefore shall be considered applicable to this Letter Agreement during the period of the Advisor's engagement pursuant to this Letter Agreement.

Responsibilities and Services. In respect of the Proposed Transaction, it is envisaged that G▇▇▇▇▇▇ would be required to undertake the following: (i) preparation of a financial analysis of American Power and its assets in order to understand the Company’s value potential from a capital markets perspective; (ii) development of a financial model of the Company and analysis of various other financial data, including selected public company trading data and precedent transactions, to be used in the financial assessment and value review of the Company and the Proposed Transaction; (iii) identification of a broad range of strategic alternatives for consideration with respect to the Proposed Transaction; (iv) preparation of a qualitative and quantitative assessment of these alternatives in order to assist the Company with its review; (v) delivery of a report to Management and the Board of Directors of the Company outlining the financial analysis and potential course of action; (vi) develop and orchestrate a process to solicit interest in the Company from third parties in the context of the Proposed Transaction; (vii) assist with the preparation of relevant due diligence materials, including an electronic dataroom, to facilitate the review by such third parties in the Proposed Transaction; (viii) coordinate receipt of expressions of interest from third parties regarding the Proposed Transaction; (ix) prepare and deliver timely updates to Management and the Board of Directors of the Company to assess the process and available alternatives; (x) deliver a recommendation to the Company on the selected alternative and assist in a decision on how to proceed; (xi) together with your legal counsel, assist in drafting and finalizing the documentation necessary to complete the Proposed Transaction; (xii) assist in formulating and executing strategies to communicate the rationale underlying the Proposed Transaction and gain acceptances from shareholders and other relevant stakeholders; (xiii) preparation of scripts and establishing procedures for responding to the media and key shareholders and stakeholders, as relevant; (xiv) monitoring market activity, media announcement and brokerage reports; and (xv) providing such other financial advisory and other investment banking services to American Power as we agree, in writing, are appropriate in the circumstances.

Responsibilities and Services