Advisory Group Clause Samples

Advisory Group. A community Advisory Group shall be formed to provide input and feedback to the Owner regarding the use and development of the Site.

Advisory Group. Fisheries and Other Ocean Uses

Advisory Group. Certain Effective Time Holders (the “Advisory Group”) have concurrently herewith entered into a letter agreement with the Securityholders’ Agent regarding direction to be provided by the Advisory Group to the Securityholders’ Agent. Neither the Securityholders’ Agent (together with its members, managers, directors, officers, contractors, agents and employees) nor any member of the Advisory Group (collectively, the “Securityholders’ Agent Group”) shall incur any liability to the Effective Time Holders for any liability incurred by the Securityholders’ Agent while acting in good faith and arising out of or in connection with the acceptance or administration of its duties (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith), even if such act or omission constitutes negligence on the part of the Securityholders’ Agent. The Effective Time Holders shall indemnify, defend and hold harmless the Securityholders’ Agent Group from and against any and all Securityholders’ Agent Expenses incurred without gross negligence or willful misconduct on the part of the Securityholders’ Agent and arising out of or in connection with the acceptance or administration of its duties hereunder. This immunities and rights to indemnification shall survive the resignation or removal of the Securityholders’ Agent or any member of the Advisory Group and the Closing and/or the termination of this Agreement or the Escrow Agreement.

Advisory Group. The Library agrees to convene an Advisory Group on an as- needed basis. The Advisory Group will include one member from the Library and one member from each Client who is knowledgeable regarding the ILS. The Advisory Group will provide a forum for information sharing and problem solving. The Advisory Group may address topics such as standardization of operating procedures, hours of service, equipment needs, service standards, and other matters concerning the operation of the automated system. However, the Library shall retain final authority for decision-making related to the automated system and its operation. The Advisory Group shall not have any independent decision-making authority, and shall not be construed to be a separate legal entity.

Advisory Group. On or prior to the Closing Date, the Purchaser shall create an advisory committee of up to seven (7) persons, who are not members of the PVI Board and who have the marketing, technical, financial or other experience to provide advice to management of the Purchaser on worldwide management issues. Advisory committee members shall serve one year terms. The Seller shall have the right to appoint two members to such advisory committee. The initial designees of the Seller to such committee shall be Davi▇ ▇▇▇▇ ▇▇▇ Robe▇▇▇ ▇▇▇▇▇▇▇▇. ▇▇e Purchaser shall cause such advisory committee to meet from time to time, but no less often than quarterly, to discuss strategic worldwide management issues.

Advisory Group. GWUMC will convene an advisory group with representatives from LFCC, GWUMC and Shenandoah University, the members of which will be determined by each schools respective ▇▇▇▇, to review the success of the collaborative efforts that are the subject of this Agreement and to make recommendations to enhance the collaboration.

Advisory Group. Certain Sellers (the “Advisory Group”) have concurrently herewith entered into a letter agreement (the “Sellers’ Representative Engagement Agreement”) with Sellers’ Representative regarding direction to be provided by the Advisory Group to Sellers’ Representative in connection with its services under this Agreement, the Escrow Agreement and the Sellers’ Representative Engagement Agreement. Each Seller acknowledges and agrees that the Advisory Group shall incur no liability to the Sellers for any liability incurred by the members of the Advisory Group while acting in good faith and arising out of or in connection with the acceptance or administration of their duties (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith), even if such act or omission constitutes negligence on the part of the Advisory Group or one of its members. This indemnification and exculpation shall survive the termination of this Agreement.

Advisory Group. Certain Stockholders have entered into an engagement agreement (the “Agent Engagement Agreement”) with the Stockholders’ Representative to provide direction to the Stockholders’ Representative in connection with its services under this Agreement, the Escrow Agreement and the Agent Engagement Agreement (such Stockholder, including members, managers, directors, officers, agents and employees, and their individual representatives, collectively hereinafter referred to as the “Advisory Group”). Neither the Stockholders’ Representative nor its members, managers, directors, officers, agents and employees, nor any member of the Advisory Group, (collectively, the “Agent Group”) shall be liable to any Stockholder for any act done or omitted hereunder, under the Escrow Agreement or under the Agent Engagement Agreement as Stockholders’ Representative or member of the Advisory Group while acting in good faith and without gross negligence or willful misconduct and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Stockholders shall severally but not jointly indemnify, defend and hold the Stockholders’ Representative and the Agent Group harmless against any Loss, claim, fee, judgment, fine or amount paid in settlement incurred without gross negligence or willful misconduct on the part of the Stockholders’ Representative and the Agent Group and arising from the acceptance or administration of its duties hereunder, under the Escrow Agreement or under the Stockholders’ Representative Engagement Agreement, including the reasonable fees and expenses of any third party retained by the Stockholders’ Representative and costs in connection with seeking recovery from insurers (collectively, the “Agent Expenses”). Such Agent Expenses may be recovered first, from the Expense Fund, and second, directly from the Stockholders. The Stockholders acknowledge that the Stockholders’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Escrow Agreement, the Stockholders’ Representative Engagement Agreement or the transactions contemplated hereby or thereby. Furthermore, the Stockholders’ Representative shall not be required to take any action unless the Stockholders’ Representative has been provided with funds, security or indemnities which, in its determinat...

Advisory Group. This body will constitute a university-wide forum for ongoing discussion and evaluation of program initiatives. Members of the Advisory Group will meet on a bi-monthly schedule (or as needed) in order to offer impressions and feedback to the core committee regarding program issues.