Common use of Services, etc Clause in Contracts

Services, etc. (a) MidOcean hereby agrees during the term of this Agreement to assist, advise and consult with the Board and management of PHG and the Company in such manner and on such business, management and financial matters, and provide such other financial and other consulting and advisory services (collectively, the “Management Services”), as may be reasonably requested from time to time by the Board, including but not limited to assistance, advice or consultation in: (i) establishing and maintaining banking, legal and other business relationships for PHG and the Company; (ii) developing and implementing corporate and business strategy and planning for the Company, including plans and programs for improving operating, marketing and financial performance, budgeting of future corporate investments, acquisition and divestiture strategies, and reorganizational programs; and (iii) providing professional employees to serve as directors or officers of PHG and the Company. (b) MidOcean further agrees to provide to PHG and the Company and its affiliates investment banking, financial advisory and other similar services in connection such debt and equity financings and other similar transactions in which PHG, the Company and its affiliates may engage (or contemplate engaging) from time to time during the term of this Agreement (the “Financial Advisory Services”). (c) The Company will furnish MidOcean with such information as MidOcean reasonably believes appropriate to its engagement hereunder (all such information so furnished being referred to herein as the “Information”). The Company recognizes and confirms that (i) MidOcean will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services to be performed hereunder and (ii) MidOcean does not assume responsibility for the accuracy or completeness of the Information and such other information.

Services, etc. (a) MidOcean hereby agrees during the term of this Agreement to assist, advise and consult with the Company Board and management of PHG and the Company in such manner and on such business, management and financial matters, and provide such other financial and other consulting and advisory services (collectively, the “Management Services”), as may be reasonably requested from time to time by either of the Company Board, including but not limited to assistance, advice or consultation in: (i) establishing and maintaining banking, legal and other business relationships for PHG and the Company; (ii) developing and implementing corporate and business strategy and planning for the Company, including plans and programs for improving operating, marketing and financial performance, budgeting of future corporate investments, acquisition and divestiture strategies, and reorganizational programs; and (iii) providing professional employees to serve as directors or officers of PHG Parent and the Company. (b) MidOcean further agrees to provide to PHG Parent and the Company and its their affiliates investment banking, financial advisory and other similar services in connection such with any debt and equity financings financings, mergers, acquisitions, divestitures and other similar transactions transactions, in which PHGParent, the Company and its their affiliates may engage (or contemplate engaging) from time to time during the term of this Agreement (the “Financial Advisory Services”)) as may be reasonably requested by Parent or the Company. (c) The Parent and the Company will furnish MidOcean with such information as MidOcean reasonably believes appropriate to its engagement hereunder (all such information so furnished being referred to herein as the “Information”). The Each of Parent and the Company recognizes and confirms that that: (i) MidOcean will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services to be performed hereunder hereunder; and (ii) MidOcean does not assume responsibility for the accuracy or completeness of the Information and such other information.