Appointment of Advisors Clause Samples

Appointment of Advisors. (a) The Parties agree that Centurium, as a representative authorized by the Initial Consortium Members, shall have the right to engage (including the scope and engagement terms), terminate or change all joint Advisors to the Buyer Consortium in connection with the Transaction (such joint Advisors to the Buyer Consortium engaged by the Majority Initial Consortium Members in accordance with this Section 2.2(a), the “Joint Advisors”). The Parties agree and acknowledge that K▇▇▇▇▇▇▇ & E▇▇▇▇ and W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇▇▇▇ have been jointly selected by the Buyer Consortium as the co-U.S. legal counsel, W▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇▇▇▇, H▇▇▇▇▇ Westwood & Riegels and Fangda Partners have been jointly selected by the Buyer Consortium as Hong Kong legal counsel, Cayman Islands legal counsel and PRC legal counsel, respectively, to represent the Buyer Consortium in connection with the Transaction and shall be “Joint Advisors” under this Agreement. (b) Except as otherwise provided in Section 2.2(a), if a Party requires separate representation in connection with specific issues arising out of the Transaction, such Party may retain other Advisors to advise it, provided that such Party shall (i) provide prior notice to other Parties of such retention and (ii) subject to Section 3.1(a), be solely responsible for the fees and expenses of such separate Advisors unless each Initial Consortium Member agrees in writing that the fees and expenses incurred by such separate Advisor will be treated as the transaction expenses of the Buyer Consortium and reimbursable pursuant to Article III.

Appointment of Advisors. (a) All joint Advisors, and the scope and other terms of such Advisors’ engagement, to Holdco and/or the Parties in connection with the Proposal and the Transaction shall be satisfactory to each Party. (b) If a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, such Party may retain other Advisors to advise it; provided, however, that such Party shall (i) provide prior notice to the other Parties of such retention and (ii) be solely responsible for the fees and expenses of such separate Advisors unless otherwise agreed to in advance by the other Parties in writing.

Appointment of Advisors. (a) The Consortium Members shall agree to the scope and engagement terms of all joint Advisors to Holdco or the Consortium in connection with the Transaction. Weil, Gotshal & ▇▇▇▇▇▇ LLP has been selected by the Consortium as international counsel to the Consortium for the Transaction. The Consortium will engage PRC legal counsel and Cayman Islands counsel to the Consortium when required. (b) If a Consortium Member requires separate representation in connection with specific issues arising out of the Proposal or the Transaction, such Consortium Member may retain other Advisors to advise it; provided, that such Consortium Member shall (i) provide prior notice to the other Consortium Members of such retention, and (ii) be solely responsible for the fees and expenses of such separate Advisors.

Appointment of Advisors. (a) All joint Advisors, and the scope and other terms of such Advisors’ engagement, to Holdco and/or the Parties in connection with the Proposal and the Transaction shall be mutually satisfactory to each Party. The Parties acknowledge and agree that (i) Loeb & Loeb LLP has been engaged as international legal counsel to provide international legal services to the Consortium in connection with the Proposal and the Transaction and (ii) Walkers has been engaged as Cayman Islands legal counsel to provide Cayman Islands legal services to the Consortium in connection with the Proposal and the Transaction. The foregoing appointment does not limit the right of the Parties to appoint additional joint Advisors to perform any function agreed by the Parties on behalf of Holdco and/or the Parties. (b) If a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, it may retain other Advisors to advise it. Any Party which engages any separate Advisors shall provide prior notice to the other Parties of such engagement together with an estimate of fees and expenses of such Advisors. Loeb & Loeb LLP has been engaged as international legal counsel to provide international legal services to the Founders in connection with the Proposal and the Transaction. Subject to Section 3.01(a) in respect of a Financial Due Diligence Advisor, any Party which engages any separate Advisors shall be solely responsible for the fees and expenses of any such separate Advisors, unless the scope and engagement terms of such separate Advisors have been approved by the other Parties in writing (such approval not to be unreasonably withheld or delayed).

Appointment of Advisors. (a) The Parties shall agree to the scope and engagement terms of all joint Advisors to Holdco and/or the Parties in connection with the Transaction. ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP has been jointly selected by the Parties to represent the consortium in connection with the Transaction as international counsel. (b) If a Party requires separate representation in connection with specific issues arising out of the Proposal or the Transaction, such Party may retain other Advisors to advise it. Each Party that engages separate Advisors shall (i) provide prior notice to the other Party of such engagement, and (ii) be solely responsible for the fees and expenses of such separate Advisors.

Appointment of Advisors. (a) The Senior Management Member Representative shall identify and select all Advisors to Holdco and/or the Consortium and determine the scope and other terms of such Advisors’ engagement in connection with the Proposal and the Transaction. The Parties acknowledge that ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP has been engaged as international legal counsel to provide international legal services to the Consortium in connection with the Proposal and the Transaction. (b) If a Party requires legal representation in connection with specific issues arising out of the Proposal or the Transaction or other matters contemplated by the Documentation, it may retain other Advisors to advise it. Any Party that engages any separate Advisors shall provide prior notice to the other Party of such engagement and shall, subject to Section 3.01, be solely responsible for the fees and expenses of any such separate Advisors unless otherwise agreed to by the Parties, which agreement shall not be unreasonably withheld or delayed. The Parties acknowledge that (i) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP has been engaged as international legal counsel to provide international legal services to the Senior Management Members in connection with the Proposal, the Transaction and this Agreement in addition to it acting as the international legal counsel to the Consortium, and (ii) ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP has been engaged as international legal counsel to IDG in connection with the transactions contemplated under this Agreement.

Appointment of Advisors. (a) The Consortium Members shall agree to the scope and engagement terms of all joint Advisors to Holdco or the Consortium in connection with the Transaction. The Consortium Members agree and acknowledge that G▇▇▇▇▇▇▇▇ D▇▇▇▇▇▇ ▇▇▇▇▇▇ V▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & H▇▇▇▇▇▇▇▇ LLP has been selected by the Consortium Members to serve as international counsel to the Founder Parties and the Consortium for the Transaction. The Consortium will engage PRC counsel and Cayman Islands counsel to the Consortium when required. (b) If a Consortium Member requires separate representation in connection with specific issues arising out of the Proposal or the Transaction, such Consortium Member may retain other Advisors to advise it; provided, that such Consortium Member shall (i) provide prior notice to the other Consortium Members of such retention, and (ii) be solely responsible for the fees and expenses of such separate Advisors unless otherwise agreed by the Consortium.

Appointment of Advisors. (a) The Consortium Members shall agree to the scope and engagement terms of all advisors to the Consortium Members in connection with the Transaction. Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and a financial advisor have been jointly selected by the Consortium Members as U.S. legal counsel and financial advisor, and an accounting firm will be selected by the Consortium Members as financial due diligence and tax advisor, in each case, to represent the Consortium in connection with the Transaction. (b) If a Consortium Member requires separate representation in connection with specific issues arising out of the Process or the Transaction, it may retain other advisors to advise it. Each Consortium Member which engages separate advisors shall provide prior notice to the other Consortium Members of such engagement. Each Consortium Member which engages any separate advisors shall be solely responsible for the fees and expenses of any such separate advisors unless otherwise agreed by the parties.

Appointment of Advisors. The Debentureholders' Representative may appoint advisors including legal counsel in respect of: (a) the enforcement of any provisions of this Agreement and/or the Conditions; (b) any actual or proposed amendment, waiver or consent relating to this Agreement and/or the Conditions; or (c) any Event of Default or any dispute that may arise in connection with the Debentures. The Debentureholders' Representative may act on the opinion or advice of any legal counsel, accounting counsel and other experts appointed or selected by the Debentureholders' Representative or the Issuer in order to perform its duties and obligations under this Agreement, the Conditions and applicable laws, and shall not have any liability when acting (or refraining from acting) upon any advice by such persons (other than for its failure to act in accordance with the professional standard as can be reasonably expected from a person acting as a debentureholders' representative). Fees and charges owed to such advisors shall be for the account of the Issuer. If such fees and charges exceed Baht [20,000 (twenty thousand)] per transaction, such amount of fees and charges shall be agreed upon by the Issuer, whose agreement shall not be unreasonably withheld or delayed, before the Debentureholders' Representative engages such advisor.