Common use of TERM; SERVICES Clause in Contracts

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 Person in violation of any agreement between the Advisor or any Affiliate or Associate of the Advisor and the Partnership or a general partner of the Partnership any list of the limited partners of the Partnership (or holders of Units) or take any other action in violation of any such agreement.

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 Person in violation of any agreement between the Advisor or any Affiliate or Associate of the Advisor and the Partnership or a general partner of the Partnership any list of the limited partners of the Partnership (or holders of Units) or take any other action in violation of any such agreement. c. The Advisor (i) represents and warrants that it has heretofore disclosed in writing to the Bidder the identity of any Person that holds or has a beneficial interest in Units for whom the Advisor or its Affiliates serve as general partners or advisors or to whom the Advisor or its Affiliates owe any fiduciary duty or other obligation and (ii) covenants and agrees that during the Term it will not serve as a general partner or advisor for such a Person (other than a Person specified in (i) above) or advise or otherwise assist any Person (other than a Person specified in (i) above or the Bidder) in acquiring a beneficial interest in Units, unless (I) the Advisor has first (A) furnished the Bidder with a written notice setting forth its intention to do so, the identity of each Person involved and a description of any proposed or contemplated Acquisition or other transaction involving such Persons and the Units or the Partnership 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. d. The Advisor covenants and agrees that without the written consent of the Bidder it will not, and will cause its Affiliates and Associates not to, request any additional or updated list of investors in the Partnership or any of its Affiliates.