Key Consultants. The Persons listed on Schedule 4.2(y) (the “Key Consultants”) are all of the Persons (other than the Sellers, the Companies and their respective employees) that are engaged in material activities on behalf of each of the Companies with respect to the operation and promotion of each of the 2012 Festival and the 2013 Festival whose services, in all material respects, could not be replaced by another Person on substantially similar terms. Within the past three (3) years, no Key Consultant has canceled or advised either of the Companies of any intention to cancel its relationship with either of the Companies. There are no pending, or to the Companies’ Knowledge, threatened, disputes, and neither of the Companies has received any written notices of dissatisfaction, with or from any Key Consultant. There is not under any Contract with a Key Consultant (i) any existing or claimed default by either of the Companies or event that, with notice or lapse in time, or both, would constitute a default by either of the Companies, or (ii) to each of the Sellers’ Knowledge, any existing or claimed default by such Key Consultant or event that with notice or lapse of time, or both, would constitute a material default by any such Key Consultant. Each of the Companies has fully and timely satisfied all of its material obligations under any Contract with any Key Consultant, and there are no material outstanding amounts owed by either of the Companies to any Key Consultant under any Contract.
Key Consultants. The Key Consultants of NeST who will provide programme management services will be designated as "Key Consultants" in each Task Order. Unless they cease to be directly or indirectly employed or retained by NeST, these Key Consultants shall not be replaced by NeST for services designated under the applicable Task Order without Company's prior approval, not to be unreasonably withheld. In the event of prolonged illness, resignation, discharge for cause or other causes beyond NeST's control, a Key Consultant may be replaced by another person of equal expertise, competence and level, and said replacement by NeST shall be made within a reasonably feasible time following reasonable knowledge by NeST of the necessity for such replacement.
Key Consultants. As of the Closing Date, each Key Consultant shall be, in the case of a Key Consultant who is an employee of the Company as of the date of this Agreement, an employee of the Company, and, in the case of a Key Consultant who is serving as a consultant to the Company as of the date of this Agreement, a consultant to the Company, and shall not have given notice of termination of his or her employment or consultancy, as applicable, with the Company or revoked or given notice of termination of his or her Consulting Agreement.
Key Consultants. The Vendors shall use their commercially reasonable efforts to cause Xxxxxx Lalach to remain as a director and officer of the Target Subsidiary until such time as the Licenses are granted, provided however that Mr. Lalach shall take all and only the actions in such capacity as are authorized by the Purchaser. Following the Closing, the Vendors shall use all commercially reasonable efforts to secure services or consulting Contracts or an Employee Contract with the Key Consultants, pending the issuance of the Licenses, subject to the approval and authorization of the Purchaser.
