Other Advice Sample Clauses
The "Other Advice" clause defines the scope and limitations regarding any additional guidance or recommendations provided outside the main contractual obligations. Typically, this clause clarifies that informal suggestions, opinions, or ancillary advice given by one party do not constitute binding commitments or professional services under the agreement. Its core function is to prevent misunderstandings or disputes by ensuring that only formally agreed-upon advice is enforceable, thereby protecting both parties from unintended liabilities arising from casual or unsolicited recommendations.
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Other Advice. We would expect the Local Planning Authority (LPA) to assess and consider the other possible impacts resulting from this proposal on the following when determining this application: Local sites (bio-diversity and geo-diversity) Local landscape character; and Local or national biodiversity priority habitats and species. Natural England does not hold locally specific information relating to the above. These remain material considerations in the determination of planning applications and we recommend that you seek further information from the appropriate bodies (which may include the local records centre, your local wildlife trust, local geoconservation group or other recording society and a local landscape characterisation document in order to ensure the LPA has sufficient information to fully understand the impact of the proposal before it determines the application. A more comprehensive list of local groups can be found at Wildlife and Countryside Link.
Other Advice. If requested, we will maintain one or more separate accounts for periodic services rendered to the Issuer in connection with other matters unrelated to any particular Bond financing. Such services may involve the rendering of advice, opinions or other assistance in connection with such issues including, but not limited to (i) financing alternatives in connection with a particular project, (ii) compliance with lending programs, (iii) the impact of specified actions on tax-exempt status of outstanding Bonds, or (iv) other matters the Issuer may seek advice or guidance upon. ▇▇▇▇▇▇▇▇ for such separate services will be based on our standard hourly rate of the individual attorney performing the services. Statements for any such additional services shall be submitted periodically, but no less frequently than semi-annually.
Other Advice. In addition to the duties set out in SECTION 3 hereof, the Consultant agrees to furnish advice to the Company in connection with the acquisition of and/or merger with other companies, joint ventures with any third parties, license and royalty agreements and any other financing (other than the private or public sale of the Company's securities for cash), including, but not limited to, the sale of the Company itself (or any significant percentage, subsidiaries or affiliates thereof). In the event that any such transactions are directly or indirectly originated by the Consultant for a period of five (5) years from the date hereof, the Company shall pay fees to the Consultant as follows: LEGAL CONSIDERATION FEE ------------------- ---
1. $ -0- - $3,000,000 5% of legal consideration 2. $ 3,000,001 - $4,000,000 Amount calculated pursuant to line 1 of this computation, plus 4% of excess over $3,000,000
3. $ 4,000,001 - 5,000,000 Amount calculated pursuant to lines 1 and 2 of this computation, plus 3% of excess over $4,000,000
4. above $ 5,000,000 Amount calculated pursuant to lines 1, 2 and 3 of this computation, plus 2% of excess over $5,000,000. Legal consideration is defined, for purposes of this Agreement, as the total of stock (valued at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders (all valued at fair market value as agreed or, if not, by any independent appraiser), irrespective of period of payment or terms.
Other Advice. The Trust acknowledges and agrees that neither the Adviser nor any of its officers, managers, employees, representatives or agents will render any legal, tax, accounting or actuarial advice or prepare any legal, tax, accounting or actuarial documents for the Trust or a Fund. The Trust acknowledges that it is the Trust’s responsibility to retain competent professionals to render any such services that the Trust may need or desire.
Other Advice. Seller is advised to seek real estate, legal, tax, insurance, title and all other desired assistance from appropriate professionals.
Other Advice. In addition to the duties set out in Section 3 hereof, the Consultant agrees to furnish, if requested by the Company, advice to the Company in connection with the acquisition of and/or merger with other companies, joint ventures with any third parties, and license and royalty agreements, including, but not limited to, the sale of the Company itself (or any significant percentage, subsidiaries or affiliates thereof). In the event that any such transactions are directly or indirectly originated by the Consultant while this Agreement is in effect, the Company shall pay fees to the Consultant as follows:
1. $0 — $5,000,000 5% of legal consideration 2. above $5,000,000 Amount calculated pursuant to line 1 of this computation, plus 2.5% of excess over $5,000,000 Legal consideration is defined, for purposes of this Agreement, as the total of stock (valued at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders (all valued at fair market value as agreed or, if not, by any independent appraiser), irrespective of period of payment or terms.
Other Advice ln addition to the duties set out in SECTION 3 hereof, the Consultants agree to furnish advice to the Company in connection with the acquisition of and/or merger with other companies, joint ventures with any third parties, license and royalty agreements and any other financing (other than the private or public sale of the Company's securities for cash), including, but not limited to, the sale of the Company itself (or any significant percentage, subsidiaries or affiliates thereof). In the event that any such transactions (the "Transaction") are directly or indirectly originated by the Consultants for a period of twenty-four (24) months from the date hereof, the Company shall pay fees to the Consultants as follows: LEGAL CONSIDERATION FEE ------------------- --- $-0- - $3,000,000 7% of legal consideration $3,000,000 - $5,000,000 5% of excess over $4,000,000 over $5,000,000 3% of excess over $5,000,000
(1) the value of securities that are freely tradeable in an established public market shall be the last closing market price of such securities prior to the public announcement of the Transaction; and (2) the value of securities which are not freely tradeable or which have no established public market, or if the consideration consists of property other than securities, the value of such securities or other property shall be the fair market value thereof as mutually agreed by the Company and the Consultants. Consideration shall also be deemed to include any indebtedness, including, without limitation, pension liabilities, guarantees and other obligations assumed, directly or indirectly, in connection with, or which survives the closing of, a Transaction. If the consideration to be paid is computed or payable in any foreign currency, the value of such foreign currency shall, for the purposes hereof, be converted into U.S. dollars at the prevailing exchange rate on the dates on which such consideration is payable.
Other Advice. If requested, we will maintain one or more separate accounts for periodic services rendered to the Issuer in connection with other matters unrelated to any particular Bond financing. Such services may involve the rendering of advice, opinions or other assistance in connection with such issues including, but not limited to (i) financing alternatives in connection with a particular project, (ii) compliance with lending programs, (iii) the impact of specified actions on tax-exempt status of outstanding Bonds, (iv) interpretation and/or required actions with regard to other “financial obligations” under a continuing disclosure certificate, or (v) other matters the Issuer may seek advice or guidance upon. Billings for such separate services will be based on our standard hourly rate of the individual attorney performing the services.
Other Advice. 4.5(1) RepairCert NZ will explain to an Applicant what can be expected in relation to: (a) the application process; and (b) Waka Kotahi’s three-stage assessment process; and (c) RepairCert NZ’s Induction Training; and (d) RepairCert NZ’s Practical Training process; and (e) the use of Waka Kotahi’s electronic file repository system; and (f) using the relevant legislative requirements applicable to repair certification; and (g) the use of the PRS; and (h) the ongoing technical support that RepairCert NZ will provide; and (i) RepairCert NZ’s other roles and responsibilities in relation to repair certification.
Other Advice. If requested, we will maintain one or more separate accounts for periodic services rendered to the City in connection with other matters unrelated to any particular Bond financing. Such services may involve the rendering of advice, opinions or other assistance in connection with such issues including, but not limited to (i) financing alternatives in connection with a particular project, (ii) compliance with lending programs, e.g. SRF compliance or procedures;