TERM; SERVICES Sample Clauses

TERM; SERVICES a. The term ("Term") of the engagement by the Bidder of the Advisor hereunder shall be two years beginning on the date of this letter agreement. During the

TERM; SERVICES. 41.1. If the Job is for services to be performed throughout the Job period the HSE shall, when it requires the services to be provided, send the Service Provider written notification of the services to be provided and the date, time and place of delivery and the Service Provider shall deliver those services on the date so specified, which shall not be less than 5 days after the date of the notification. 41.2. If the Job does not specify the quantum of services to be provided by the Service Provider, the HSE does not provide any guarantee regarding the quantity of Services that will be required over the Job period.

TERM; SERVICES. In the event that this Engagement Schedule II expires or is terminated (other than due to the material breach by General American), LIS agrees that, in order to assist in providing transitional service to General American, LIS shall offer reasonable assistance to General American in converting the records of General American from the LIS system to whatever service or system is selected by General American (provided, however, that LIS may establish General American/LIS Engagement Schedule_v11002 such compensation procedures as it may reasonably require [including the payment of any then existing indebtedness of General American to it] to ensure it is paid, for all such assistance, at its then current standard rates and fees).

TERM; SERVICES a. The term ("Term") of the engagement by the Bidder of the Advisor hereunder shall be two years beginning on the date of this letter agreement. During the Term, the Advisor will assist the Bidder on an exclusive basis in analyzing, structuring, negotiating and effecting the Acquisition Transaction on the terms and conditions set forth in this letter agreement. In this connection, during the Term, exclusively on the Bidder's behalf, the Advisor will, as requested by the Bidder: i. perform financial analysis of the Partnership in the context of the Acquisition Transaction; ii. assist the Bidder in its determination of the appropriate price to be paid in the Acquisition Transaction for the Units; iii. advise the Bidder as to the structure and form of the Acquisition Transaction; iv. furnish the Bidder with such publicly-available due diligence material as may reasonably be requested by the Bidder; v. furnish the Bidder with a current list of the limited partners of the Partnership (or holders of Units) and their addresses; and vi. render such other financial advisory services as may from time to time be reasonably requested by the Bidder in connection with the Acquisition Transaction. b. The Advisor represents and warrants that neither it nor its Affiliates or Associates have furnished to any Person except the Bidder, and covenants and agrees that during the Term it will not, and will cause its Affiliates and Associates not to furnish, to any Person (other than counsel for the Advisor) (i) the due diligence materials provided to the Bidder hereunder, (ii) any list of the limited partners of the Partnership (or holders of Units) or (iii) any financial analysis of the Partnership prepared for the Bidder, unless (I) it has first (A) furnished the Bidder with a written notice setting forth its intention to do so, the identity of each intended recipient of such material and a description of any proposed or contemplated Acquisition or other transaction involving such recipients and (B) offered the Bidder the exclusive opportunity to engage the Advisor in connection with such Acquisition or other transaction, (II) the Bidder has failed to so engage the Advisor within 10 Business Days after receipt of such written notice and (III) the Bidder has consented in writing to the proposed action of the Advisor, which consent shall not unreasonably be withheld; provided, however, that the Advisor will not, and will cause its Affiliates and Associates not to, disclose to any...

TERM; SERVICES. In exchange for the reimbursement described in Section 3.1, the Administrator agrees to provide the Partnership General Partner with the administrative services listed below and such additional services as the Partnership General Partner may establish and authorize the Administrator to provide from time to time (the services to be provided by the Administrator being herein referred to as the "Services"): (i) The day-to-day supervision, administrative liaison and related services, including, without limitation legal, accounting, planning support, budgeting support, technical, insurance administration, treasury services, tax and external audit services required in connection with the business and affairs of the Partnership General Partner and the Partnerships. (ii) The commercial, marketing and operations support required to conduct the commercial activities and operations of the Partnerships. (iii) The preparation for signature by an authorized officer of all documents and instruments required to be signed by or otherwise appropriate for signature by the Partnership General Partner. (iv) The maintenance of capital accounts for each owner of any Partnership that is required to maintain capital accounts. (v) The calculation of available cash of any Partnership that is required to do so and the making of all distributions of cash authorized by the Partnership General Partner or otherwise required to be made. (vi) The taking or provision of custody of funds, notes, drafts, acceptances, commercial paper and other securities belonging to any Partnership; maintain bank accounts in one or more banking institutions; deposit funds of the Partnership General Partner or any Partnership in its respective accounts and disburse funds therefrom, in each case as necessary to satisfy the obligations of each of them in connection with the conduct of its business and affairs; invest available funds of the Partnership General Partner or any Partnership; and keep appropriate records in connection with all the above transactions. (vii) The maintenance of all books and records relating to the business and affairs of the Partnership General Partner and any Partnership. (viii) The preparation and submission each year of an estimate of distributable cash flows, operating expenses, equity earnings, investment income, interest expense, direct charges, equity contributions and capital expenditures (and a financing plan relating to such contributions or expenditures, if necessary) of the...

TERM; SERVICES. The term of this Agreement shall commence with the date hereof and continue for a period of eighteen months. During the term of the Agreement, Sinclair-Davis shall assemble and manage a team of one or more ▇▇▇▇▇▇▇▇▇▇▇▇▇ to provide Client with the following services and/or undertake the following tasks, as the case may be (collectively referred to herein as the "Services"): A. Attract and maintain reputable market makers of and for Client's common stock. B. Posture and present Client in the investment community through various actions, including but not limited to: (i) implementation of a national investor relations program; (ii) assistance with format, layout, presentation and timelines of Client's financial results in each Annual Report to Shareholders, press release, proxy statement and report on Form 10-KSB and 10-QSB; (iii) attraction of media and trade publication coverage of Client and/or its products; and (iv) arranging and managing presentation of Client by its senior management to strategic members of the investment community such as brokers, stockholders, financial analysts, other investment bankers, and institutions. C. Assist Client in implementing its strategic plan, including but not limited to: (i) design and development of merger and

TERM; SERVICES. During the period beginning on January 1, 2021 and ending on February 28, 2023 (such period, the “Advisory Period”), Executive shall continue as an employee of the Company and provide such advisory services as may be required by the Company from time to time; provided, that, if not earlier terminated, the Advisory Period shall terminate (i) immediately upon Executive’s death, (ii) upon the Company’s termination thereof due to Executive’s disability, (iii) upon Executive’s termination for Cause (as defined below), or (iv) upon Executive’s resignation upon no less than thirty (30) days’ prior notice to the Company. For the avoidance of doubt, upon a termination of the Advisory Period pursuant to (A) Section 2(a)(i) [death] or Section 2(a)(ii) [disability], all fees and benefits due pursuant to Section 2(b) and Section 2(c)(i) shall continue in accordance therewith as though the Advisory Period had not terminated (provided, that if the applicable group health plans prohibit such continued coverage following Executive’s death or disability, in lieu thereof, Executive and/or his eligible dependents shall be entitled to additional COBRA coverage pursuant to Section 2(c)(ii) for the lesser of (x) the duration of the Advisory Period in addition to the twelve (12) months required by Section 2(c)(ii) and (y) the maximum period COBRA coverage is permitted under applicable law, provided, in each case, that COBRA coverage is timely and properly elected) or (B) pursuant to Section 2(a)(iii) [Cause] or Section 2(a)(iv) [resignation], all fees and benefits due pursuant to Section 2(b) and Section 2(c)(i) shall immediately cease. During the Advisory Period, the Executive shall devote such portion of Executive’s business time to the Company as shall be sufficient to fulfill the Executive’s duties hereunder, but in no event more than eight (8) hours per month.

TERM; SERVICES. During the period commencing on the Closing Date and ending on the date of the earlier of (i) Enron(i) the date Enron Net Works Management LLC (or any of its Affiliates) ceases to be a general partner of Net Works, and (ii) upon the date of occurrence of a Liquidation Event [or any event set forth in Section 3.06(a) of the Partnership Agreement][Note: this refers to IPO], and in exchange for the reimbursement described in Section 3.1, the Administrator agrees to provide Net Works with the administrative services listed below and such additional services as directed by Net Works pursuant to the Partnership Agreement from time to time (the services to be provided by the Administrator being herein referred to as the “Services”): (i) The day-to-day supervision, administrative liaison and related services, including., without limitation, legal, accounting, planning support, budgeting support, technical support, insurance administration, treasury services, tax, investment and financial services and internal audit and external audit services required in connection with the business and affairs of Net Works. (ii) The preparation for signature by an authorized officer of all documents and instruments contemplated by the power of attorney granted pursuant to the Partnership Agreement. (iii) The maintenance of capital accounts for each Partner in accordance with the terms of the Partnership Agreement. (iv) The calculation of available cash and cash from operations of Net Works and the making of all distributions of cash to the Partners as directed by the General Partner pursuant to Section 5.02 of the Partnership Agreement. (v) Take or provide custody of funds, notes, drafts, acceptances, commercial paper and other securities belonging to Net Works; maintain bank accounts in one or more banking institutions, deposit funds of Net Works in Net Works’ accounts and disburse funds therefrom, in each case as necessary to satisfy the obligations of Net Works in connection with the conduct of its business and affairs; and keep appropriate records in connection with all the above transactions. (vi) Pursuant to the Partnership Agreement, determining, presenting, acquiring, selling and liquidating Qualified Investments of Net Works; provided that, the Board of Directors shall approve each acquisition of Investments or Qualified Investments in excess of $75 $15 million and disposition of any Qualified Investment [having an original cost (including capital commitments and debt in...

TERM; SERVICES. For the period commencing on the date hereof and ending upon the earlier of (i) such date as all of the Legacy Assets shall have been sold, liquidated or otherwise disposed of and (ii) the date (which shall not be earlier than June 30, 2011) on which the Company shall notify Trian that it is terminating this Agreement (the “Term”), Trian shall use its reasonable best efforts to assist the Company in the sale, liquidation or other disposition of the Legacy Assets. Without limiting the generality of the foregoing, Trian shall use its reasonable best efforts to: a. source and identify opportunities to sell, liquidate or otherwise dispose of the Legacy Assets; b. negotiate on the Company’s behalf (subject to final approval by the Company) the terms and conditions of any such sale, liquidation or other disposition of any or all of the Legacy Assets in order to maximize the proceeds thereof to the Company; c. advise and consult with management of the Company regarding the sale, liquidation or other disposition of the Legacy Assets; and d. provide such other services in connection with the sale, liquidation or other disposition of the Legacy Assets as management of the Company shall reasonably request from time to time.