Special Consulting Services Sample Clauses

Special Consulting Services. In addition to, and without duplication of, the Advisory Consulting Services, CD&R Manager hereby agrees, during the term of this Agreement, to provide the members of the Company Group with strategic, financial, operational, management advisory and other consulting services as may reasonably be agreed from time to time by the Company and CD&R Manager with respect to proposed transactions, including, without limitation, any proposed acquisition, merger, full or partial recapitalization, structural reorganization (including any divestiture of one or more subsidiaries or operating divisions of any member of the Company Group), reorganization of the shareholdings or other ownership structure of the Company Group, sales or dispositions of assets or any other similar transaction (each, a “Transaction”) directly or indirectly involving the members of the Company Group (collectively, the “Special Consulting Services”).
Sample 1
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Special Consulting Services. In addition to the Services described herein, upon 28 ANAHEIM’S prior written request and approval, CONTRACTOR may provide to the Project 1 additional consulting services not contemplated by this Agreement which would not otherwise be 2 performed in the ordinary course of day-to-day operations of the Project, including but not limited 3 to, construction and design consultation and construction supervisions related to Major Capital 4 Improvements (“Special Services”). Upon ANAHEIM’S written request for the performance of a 5 Special Services project, CONTRACTOR shall prepare a scope of work and budget and submit to 6 ANAHEIM for review and approval. CONTRACTOR shall not commence any Special Services 7 project without ANAHEIM’S prior approval.
Sample 1
Special Consulting Services. In addition to the Services described herein, upon 28 ANAHEIM’S prior written request and approval, CONTRACTOR may provide to the Project 1 additional consulting services not contemplated by this Agreement which would not otherwise be 2 performed in the ordinary course of day-to-day operations of the Project, including but not limited 3 to special legal consultation (as necessary and as approved by ANAHEIM in advance), construction 4 and design consultation and construction supervisions related to Major Capital 5 Improvements (“Special Services”). Upon ANAHEIM’S written request for the performance of a 6 Special Services project, CONTRACTOR shall prepare a scope of work and budget and submit to 7 ANAHEIM for review and approval. CONTRACTOR shall not commence any Special Services 8 project without ANAHEIM’S prior approval.
Sample 1
Special Consulting Services. (a)Term and Nature of Services. Beginning immediately following the Separation Date and continuing until the end of the twelve (12) month period following the Separation Date (the “Consulting Term”), Executive shall serve as a special consultant (“Consultant”) to the Company, and will report to and perform duties assigned by the Company’s Chief Executive Officer (the “CEO”) or his or her designee (hereafter, the “Consulting Arrangement”). Executive shall be available to provide services as a Consultant at such times and in such amounts, as requested by the CEO and/or as necessary; provided that such services shall not exceed ten percent (10%) of Executive’s average amount of work time during the thirty-six (36) month period prior to the Separation Date, in order to ensure that Executive’s separation from employment with the Company is considered a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code. The Company shall provide Executive with appropriate office space and assistance during the Consulting Term as needed and reasonably agreed by the parties. (b)
Sample 1
Special Consulting Services. Special Services are performed on a cost-plus-multiplier basis with a not to exceed fee limit. This fee basis is appropriate where the scope of services is not clearly defined at the time of the proposal, or where the scope is otherwise variable. Such was the condition at the onset of Work Order 012 for As-Directed Consulting services. Under this As-Directed Consulting services agreement, the Consultant will support the Commission with design, bidding and limited construction phase services for the Design-Build Passenger Terminal Security Improvements program.
Sample 1
Special Consulting Services. In addition to the services described in Section 3.3 above, upon City’s prior written request and approval, AGC may provide to the Facility such additional consulting services not contemplated by this Agreement which would not otherwise be performed in the ordinary course of day-to-day operations of the Facility, including special legal consultation, construction and design consultation and construction supervision related to Major Capital Improvements (“Special Services”). City shall reimburse AGC for all costs and expenses associated with AGC’s providing such Special Services which shall be the total of (i) the actual cost of labor, (ii) the actual cost of supplies and materials, and (iii) all related travel, subsistence and similar expenses incurred by AGC personnel associated with the performance of the Special Services, but not to exceed the budget approved by the City as set forth in the immediately succeeding sentence. Upon City’s request for the performance of a Special Services project, AGC shall prepare a scope of work and budget and submit to City for review and approval. AGC shall not commence any Special Services project without City’s prior approval.
Sample 1
Special Consulting Services 
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Related to Special Consulting Services

  • Consulting Services 7. Except as ADB may otherwise agree, and except as set forth in the paragraph below, the Borrower shall apply quality- and cost-based selection for selecting and engaging Consulting Services.

  • Compensation for Consulting Services For each quarter (i.e., three-month period) that Executive provides consulting services to MediciNova pursuant to the option of MediciNova contained in Section 9 above, MediciNova shall pay Executive a sum equal to fifteen percent (15%) of Executive’s annual Base Compensation which shall be applicable at the time of Executive’s termination of employment with MediciNova (prorated for any period of less than a quarter). The parties expressly agree that when Executive is performing consulting services for MediciNova, Executive is acting as an independent contractor. Therefore, Executive shall be solely liable for Social Security and income taxes that result from Executive’s compensation as a consultant. In addition, Executive shall not be entitled to any other benefits including, without limitation, such group medical, life and disability insurance and other benefits as may be provided to employees and/or executives of MediciNova.

  • Consulting Arrangement The Company hereby engages Consultant as an independent contractor and not as an employee, to render consulting services to Xxxxxxxx.xxx, Inc. only and to no other company as hereinafter provided; ; this agreement is based on clear acknowledgement that ALL services are solely for XxxxXxxx.xxx, Inc. and the implementation of its corporate and business plans alone. Services therefore remain very focused and DO NOT need to address the many Corporate Consolidation Issues under prior proposals. In addition, Consultant hereby accepts such engagement for a period commencing on August 1, 2002, and ending on the August 1, 2003. Consultant agrees that Consultant will not have any authority to bind or act on behalf of the Company. Consultant shall at all times be an independent contractor hereunder, rather than an agent, coventurer, employee or representative of the Company. The Company hereby acknowledges and agrees that Consultant may engage directly or indirectly in other businesses and ventures and shall not be required to perform any services under this Agreement when, or for such periods in which, the rendering of such services shall unduly interfere with such other businesses and ventures, providing that such undertakings do not completely preempt Consultant's availability during the term of this Agreement. Neither Consultant nor his employees will be considered by reason of the provisions of this Agreement or otherwise as being an employee of the Company or as being entitled to participate in any health insurance, medical, pension, bonus or similar employee benefit plans sponsored by the Company for its employees. Consultant shall report all earnings under this Agreement in the manner appropriate to its status as an independent contractor and shall file all necessary reports and pay all taxes with respect to such payments.

  • Description of Consulting Services Consultant shall perform the following services pursuant to the terms of this Agreement:

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Sub-Advisory Services (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

  • Employment and Consulting Agreements Xxxxxxx X. Xxxx and Xxxx X. Xxxxxx shall have executed and delivered employment agreements with BRI, and Xxxxxx Xxxx shall have executed and delivered a Consulting Agreement with BRI.

  • Consulting Agreement THIS CONSULTING AGREEMENT entered into as of this 26th day of January, 2004 between DIAMOND DISCOVERIES INTERNATIONAL CORP., a Delaware corporation (the "Company") and Xxxxxxx Xxxxxxx ("Consultant").

  • Consulting Duties (a) During the term, Consultant shall provide Curis or to Curis’ designee, in accordance with the specifications outlined in the attached Project Exhibit A, and any other Project Exhibits which may be attached hereto from time to time, as agreed to in writing by both parties, such consulting services at such times and places as Curis may from time to time request. Curis shall give Consultant reasonable advance notice of any service required.

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