Agreements Regarding Consulting Sample Clauses

Agreements Regarding Consulting. As a condition to Purchaser's obligation to consummate the transactions contemplated hereby: (a) Kotok will contribute the Consulting Business to the Surviving Corporation, and (b) Kotok will enter into a separate employment and non-compete agreement with the Surviving Corporation relating to the conduct of the Consulting Business, substantially in the form attached hereto as Exhibit F-1 (the "Second Kotok Employment Agreement"). The Surviving Corporation intends to operate the Consulting Business as a division of the Surviving Corporation. Following the Closing, the Surviving Corporation will keep its books and records so that the financial results of the Consulting Business can be determined as though it were a stand-alone business, and the revenues (or losses, if any) of the Consulting Business shall not be counted in determining the revenues (or losses, if any) of either the IA Business or the MMB Business for purposes of the calculations called for by this Agreement. Following the Closing, the allocation of expenses between the Surviving Corporation and the Consulting Business, where such expenses have been jointly incurred or where employees of the Consulting Business are requested to perform services for the Surviving Corporation, or vice versa, shall be calculated in good faith by the President of the Surviving Corporation based upon, and consistent with, the past practices in allocating expenses between Advisors an Consulting prior to the Closing Date. Such allocation shall be reported to, and shall be subject to the approval of, the Board of Directors of the Surviving Corporation. A report of the allocation, as approved by the Board of Directors of the Surviving Corporation, shall be submitted promptly to the Cumberland Parties, who shall have twenty (20) days from their receipt thereof to object in writing. The Board of Directors of the Surviving Corporation shall consider any such objections in good faith and determine whether to revise the allocation.
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Related to Agreements Regarding Consulting

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

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • Consulting If the Executive agrees to the provisions of Section 14(e) above, then the Executive shall have the obligation to provide consulting services to the Company as an independent contractor, commencing on the Date of Termination and ending on the second anniversary of the Date of Termination (the “Consulting Period”). The Executive shall hold himself available at reasonable times and on reasonable notice to render such consulting services as may be so assigned to him by the Board or the Company’s then Chief Executive Officer; provided, however, that unless the parties otherwise agree, the consulting services rendered by the Executive during the Consulting Period shall not exceed twenty (20) hours each month; and, provided, further, that the consulting services rendered by the Executive during the Consulting Period shall in no event exceed twenty percent (20%) of the average level of services performed by the Executive for the Company over the thirty-six (36) month period immediately preceding the Executive’s Separation from Service (or the full period of services to the Company, if the Executive has been providing services to the Company for less than thirty-six (36) months). The Company agrees to use its best efforts during the Consulting Period to secure the benefit of the Executive’s consulting services so as to minimize the interference with the Executive’s other activities, including requiring the performance of consulting services at the Company’s offices only when such services may not be reasonably performed off-site by the Executive.

  • Consulting Arrangement The Company hereby engages Consultant as an independent contractor and not as an employee, to render consulting services to the Company as hereinafter provided and Consultant hereby accepts such engagement for a period commencing on July 18, 2001 and ending on the July 17, 2002. 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.