Common use of Management Consulting Services Clause in Contracts

Management Consulting Services. (a) The Service Provider shall advise the Company Group concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the members of the Company Group (including the analysis of the return on investment of capital and other expenditures and deployment projects), in each case as the Company shall reasonably and specifically request by way of written notice to the Service Provider, which notice shall specify the services required of the Service Provider and shall include all background materials and information necessary for the Service Provider to complete such services. If requested by the Company to provide such services, the Service Provider shall devote such time to any such written request as the Service Provider shall deem, in its good faith discretion, necessary. Such consulting services, in the Service Provider’s good faith discretion, shall be rendered in person or by telephone or other communication. The Service Provider shall have no obligation to any member of the Company Group as to the manner and time of rendering its services hereunder, and no member of the Company Group shall have any right to dictate or direct the details of the services rendered hereunder. (b) The Company shall promptly provide any materials or information that the Service Provider may reasonably request in connection with the provision of services by the Service Provider pursuant to the terms and conditions of this Agreement or to comply with Securities and Exchange Commission or other legal or regulatory requirements (any such materials or information so furnished, the “Information”). The Company recognizes and confirms that the Service Provider (i) shall use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same, (ii) does not assume any responsibility or liability whatsoever for the accuracy or completeness of the Information and such other information and (iii) is entitled to rely upon the Information without independent verification. (c) The Service Provider shall perform all services to be provided hereunder (i) in support of the members of management and boards of directors (or equivalent governing body) of the Company Group but (ii) as an independent contractor to the Company Group and not as an employee, agent, partner of, member of a joint venture with, equity holder or representative of any member of the Company Group. The Service Provider shall not have any authority to act for or to bind any member of the Company Group while acting in its capacity as an advisor to the Company Group under this Agreement without the Company’s prior written consent. (d) This Agreement shall in no way prohibit the Service Provider, its Affiliates, or any of its or its Affiliates’ current or former limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equity holders, affiliates, advisors or representatives (collectively, “Representatives”) from engaging in other activities or performing services for its or their own account or for the account of others, including for any Person that may be in direct or indirect competition with any business of any member of the Company Group, and the Company, on behalf of each member of the Company Group, disclaims to the fullest extent permitted by law any such prohibition thereon. (e) The Service Provider shall not have, by reason of this Agreement, a fiduciary relationship in respect of the Company Group, and nothing in this Agreement is intended to or shall be so construed as to impose upon the Service Provider, its Affiliates or any of the Service Provider’s or its Affiliates’ Representatives, any obligation, except as expressly set forth in this Agreement. (f) Any advice or opinions provided by the Service Provider may not be referred to publicly or disclosed to any third party (other than the Company’s or any of its affiliates’ legal, tax, financial or other advisors, each of which agrees to keep such advice or opinions confidential), except in accordance with the Service Provider’s prior written consent.

Management Consulting Services. (a) The Service Provider Providers shall advise the Company Group concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the members of the Company Group (including the analysis of the return on investment of capital and other expenditures and deployment projects)Group, in each case as Holdings or the Company shall reasonably and specifically request by way of written notice to the Service ProviderProviders, which notice shall specify the services required of the Service Provider Providers and shall include all background materials and information necessary for the Service Provider Providers to complete such services. If requested by the Company to provide such services, the each Service Provider shall devote such time to any such written request as the such Service Provider shall deem, in its good faith sole discretion, necessary. Such consulting services, in the each Service Provider’s good faith sole discretion, shall be rendered in person or by telephone or other communication. The Service Provider Providers shall have no obligation to any member of the Company Group as to the manner and time of rendering its services hereunder, and no member of the Company Group shall have any right to dictate or direct the details of the services rendered hereunder. (b) The Holdings and the Company shall promptly provide any materials or information that the Service Provider Providers may reasonably request in connection with the provision of services by the Service Provider Providers pursuant to the terms and conditions of this Agreement or to comply with Securities and Exchange Commission or other legal or regulatory requirements (any such materials or information so furnished, the “Information”). The Each of Holdings and the Company recognizes and confirms that the each Service Provider (i) shall use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same, (ii) does not assume any responsibility or liability whatsoever for the accuracy or completeness of the Information and such other information and (iii) is entitled to rely upon the Information without independent verification. (c) The Each Service Provider shall perform all services to be provided hereunder (i) in support of the members of management and boards of directors (or equivalent governing body) of the Company Group but (ii) as an independent contractor to the Company Group and not as an employee, agent, partner ofpartner, member of a joint venture with, equity holder venturer or representative of any member of the Company Group. The No Service Provider shall not have any authority to act for or to bind any member of the Company Group while acting in its capacity as an advisor to the Company Group under this Agreement without Holding’s or the Company’s prior written consent. The Service Providers are not partners or joint venturers. (d) This Agreement shall in no way prohibit the Service ProviderProviders, its their Affiliates, or any of its their or its their Affiliates’ current or former limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equity holders, affiliates, advisors or representatives (collectively, “Representatives”) from engaging in other activities or performing services for its or their own account or for the account of others, including for any Person that may be in direct or indirect competition with any business of any member of the Company Group, and the Company, on behalf of each member of the Company Group, disclaims to the fullest extent permitted by law any such prohibition thereon. (e) The Service Provider shall not have, by reason of this Agreement, a fiduciary relationship in respect of the Company Group, and nothing in this Agreement is intended to or shall be so construed as to impose upon the Service Provider, its Affiliates or any of the Service Provider’s or its Affiliates’ Representatives, any obligation, except as expressly set forth in this Agreement. (f) Any advice or opinions provided by the any Service Provider may not be disclosed or referred to publicly or disclosed to any third party (other than Holding’s, the Company’s or any of its affiliates’ their affiliate’s legal, tax, financial or other advisors, each of which agrees to keep such advice or opinions confidential), except in accordance with the such Service Provider’s prior written consent.

Management Consulting Services. (a) The Service Provider Apollo shall advise the Company Group concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the members of the Company Group (including the analysis of the return on investment of capital and other expenditures and deployment projects)Group, in each case as Holdings or the Company shall reasonably and specifically request by way of written notice to the Service ProviderApollo, which notice shall specify the services required of the Service Provider Apollo and shall include all background materials and information necessary for the Service Provider Apollo to complete such services. If requested by the Company to provide such services, the Service Provider Apollo shall devote such time to any such written request as the Service Provider Apollo shall deem, in its good faith sole discretion, necessary. Such consulting services, in the Service ProviderApollo’s good faith sole discretion, shall be rendered in person or by telephone or other communication. The Service Provider Apollo shall have no obligation to any member of the Company Group as to the manner and time of rendering its services hereunder, and no member of the Company Group shall have any right to dictate or direct the details of the services rendered hereunder. (b) The Holdings and the Company shall promptly provide any materials or information that the Service Provider Apollo may reasonably request in connection with the provision of services by the Service Provider Apollo pursuant to the terms and conditions of this Agreement or to comply with Securities and Exchange Commission or other legal or regulatory requirements (any such materials or information so furnished, the “Information”). The Each of Holdings and the Company recognizes and confirms that the Service Provider Apollo (i) shall use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same, (ii) does not assume any responsibility or liability whatsoever for the accuracy or completeness of the Information and such other information and (iii) is entitled to rely upon the Information without independent verification. (c) The Service Provider Apollo shall perform all services to be provided hereunder (i) in support of the members of management and boards of directors (or equivalent governing body) of the Company Group but (ii) as an independent contractor to the Company Group and not as an employee, agent, partner of, member of a joint venture with, equity holder agent or representative of any member of the Company Group. The Service Provider Apollo shall not have any no authority to act for or to bind any member of the Company Group while acting in its capacity as an advisor to the Company Group under this Agreement without Holding’s or the Company’s prior written consent. (d) This Agreement shall in no way prohibit the Service ProviderApollo, its Affiliates, or any of its or its Affiliates’ current or former limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equity holders, affiliates, advisors or representatives (collectively, “Representatives”) from engaging in other activities or performing services for its or their own account or for the account of others, including for any Person that may be in direct or indirect competition with any business of any member of the Company Group, and the Company, on behalf of each member of the Company Group, disclaims to the fullest extent permitted by law any such prohibition thereon. (e) The Service Provider shall not have, by reason of this Agreement, a fiduciary relationship in respect of the Company Group, and nothing in this Agreement is intended to or shall be so construed as to impose upon the Service Provider, its Affiliates or any of the Service Provider’s or its Affiliates’ Representatives, any obligation, except as expressly set forth in this Agreement. (f) Any advice or opinions provided by the Service Provider Apollo may not be disclosed or referred to publicly or disclosed to any third party (other than Holding’s, the Company’s or any of its affiliates’ their affiliate’s legal, tax, financial or other advisors, each of which agrees to keep such advice or opinions confidential), except in accordance with the Service ProviderApollo’s prior written consent.

Management Consulting Services. (a) The Service Provider TFM2 shall advise the Company Group and members of senior management of the Company Group concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the members of the Company Group (including the analysis of the return on investment of capital and other expenditures and deployment projects), in each case as Group. Holdings or the Company shall reasonably and specifically request by way of written notice to the Service Provider, which notice shall specify the services required of the Service Provider and shall include provide all such background materials and information necessary for the Service Provider TFM2 to complete such services. If requested by the Company to provide such services, the Service Provider and TFM2 shall devote such time to any such written request as the Service Provider TFM2 shall deem, in its good faith discretion, deem necessary. Such consulting services, in the Service Provider’s good faith discretion, services shall be rendered in person or by telephone or other communicationcommunication as determined by TFM2, and TFM2 may elect to have all or a portion of such services provided by or through its agents, employees or independent contractors. The Service Provider TFM2 shall have no obligation to any member of the Company Group as to the manner and time of rendering its the services hereunder, and no member of the Company Group shall have any right to dictate or direct the details of the services rendered hereunder, or otherwise review the services rendered hereunder. (b) The Holdings and the Company shall promptly provide any materials or information that the Service Provider TFM2 may reasonably request in connection with the provision of services by the Service Provider TFM2 pursuant to the terms and conditions of this Agreement or to comply with Securities and Exchange Commission or other legal or regulatory requirements (any such materials or information so furnished, the “Information”). The Each of Holdings and the Company recognizes and confirms that the Service Provider TFM2 (i) shall use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same, (ii) does not assume any responsibility or liability whatsoever for the accuracy or completeness of the Information and such other information and (iii) is entitled to rely upon the Information without independent verification. (c) The Service Provider TFM2 shall perform all services to be provided hereunder (i) in support of the members of management and boards of directors (or equivalent governing body) of the Company Group but (ii) as an independent contractor to the Company Group and not as an employee, agent, partner of, member of a joint venture with, equity holder or representative of any member of the Company Group. The Service Provider TFM2 shall not have any no authority to act for or to bind any member of the Company Group while acting in its capacity as an advisor to the Company Group under this Agreement without Holdings’ or the Company’s prior written consent. (d) This Agreement shall in no way prohibit the Service ProviderTFM2, its Affiliates, or any of its or its Affiliates’ current or former limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equity holders, affiliates, advisors or representatives (collectively, “Representatives”) from engaging in other activities or performing services for its or their own account or for the account of others, including for any Person that may be in direct or indirect competition with any business of any member of the Company Group, and the Company, on behalf of each member of the Company Group, disclaims to the fullest extent permitted by law any such prohibition thereonthereof. (e) The Service Provider TFM2 shall not have, by reason of this Agreement, a fiduciary relationship in respect of the Company Group, and nothing in this Agreement is intended to or shall be so construed as to impose upon the Service ProviderTFM2, its Affiliates or any of the Service Provider’s their respective limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equity holders, affiliates, advisors or its Affiliates’ Representativesrepresentatives, any obligation, except as expressly set forth in this Agreement. (f) Any advice or opinions provided by the Service Provider TFM2 may not be disclosed or referred to publicly or disclosed to any third party (other than Holdings’, the Company’s or any of its affiliates’ their respective affiliate’s legal, tax, financial or other advisors, each of which first agrees to keep such advice or opinions confidential), except in accordance with the Service ProviderTFM2’s prior written consent.

Management Consulting Services. (a) The Service Provider Providers shall advise the Company Group concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the members of the Company Group (including the analysis of the return on investment of capital and other expenditures and deployment projects)Group, in each case as Holdings or the Company shall reasonably and specifically request by way of written notice to the Service ProviderProviders, which notice shall specify the services required of the Service Provider Providers and shall include all background materials and information necessary for the Service Provider Providers to complete such services. If requested by the Company to provide such services, the each Service Provider shall devote such time to any such written request as the such Service Provider shall deem, in its good faith sole discretion, necessary. Such consulting services, in the each Service Provider’s good faith sole discretion, shall be rendered in person or by telephone or other communication. The Service Provider Providers shall have no obligation to any member of the Company Group as to the manner and time of rendering its services hereunder, and no member of the Company Group shall have any right to dictate or direct the details of the services rendered hereunder. (b) The Holdings and the Company shall promptly provide any materials or information that the Service Provider Providers may reasonably request in connection with the provision of services by the Service Provider Providers pursuant to the terms and conditions of this Agreement or to comply with Securities and Exchange Commission or other legal or regulatory requirements (any such materials or information so furnished, the “Information”). The Each of Holdings and the Company recognizes and confirms that the each Service Provider (i) shall use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same, (ii) does not assume any responsibility or liability whatsoever for the accuracy or completeness of the Information and such other information and (iii) is entitled to rely upon the Information without independent verification. (c) The Each Service Provider shall perform all services to be provided hereunder (i) in support of the members of management and boards of directors (or equivalent governing body) of the Company Group but (ii) as an independent contractor to the Company Group and not as an employee, agent, partner ofpartner, member of a joint venture with, equity holder venturer or representative of any member of the Company Group. The No Service Provider shall not have any authority to act for or to bind any member of the Company Group while acting in its capacity as an advisor to the Company Group under this Agreement without Holdings’ or the Company’s prior written consent. The Service Providers are not partners or joint venturers. (d) This Agreement shall in no way prohibit the Service ProviderProviders, its their Affiliates, or any of its their or its their Affiliates’ current or former limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equity holders, affiliates, advisors or representatives (collectively, “Representatives”) from engaging in other activities or performing services for its or their own account or for the account of others, including for any Person that may be in direct or indirect competition with any business of any member of the Company Group, and the Company, on behalf of each member of the Company Group, disclaims to the fullest extent permitted by law any such prohibition thereon. (e) The Service Provider shall not have, by reason of this Agreement, a fiduciary relationship in respect of the Company Group, and nothing in this Agreement is intended to or shall be so construed as to impose upon the Service Provider, its Affiliates or any of the Service Provider’s or its Affiliates’ Representatives, any obligation, except as expressly set forth in this Agreement. (f) Any advice or opinions provided by the any Service Provider may not be disclosed or referred to publicly or disclosed to any third party (other than Holdings’, the Company’s ’s, or any of its affiliates’ their affiliate’s legal, tax, financial or other advisors, each of which agrees to keep such advice or opinions confidential), except in accordance with the such Service Provider’s prior written consent.