Third Party Advisors Clause Samples

Third Party Advisors. The Escrow Agent may employ or retain such other experts, advisors, agents or agencies as it may in its reasonable discretion require for the purpose of discharging its duties under this Agreement, and the Escrow Agent shall be fully protected in acting or not acting in good faith on the opinion or advice or on information obtained from any such parties and shall not be responsible for any misconduct or negligent actions on the part of any of them. The reasonable costs of such services shall be added to and be part of the Escrow Agent’s fees under this Agreement.

Third Party Advisors. In addition to subparagraph 2.1(i), advise, assist and oversee the retention of counsel, consultants and other third party professionals on behalf of the Company. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, RMR pursuant to this Agreement shall not include any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended).

Third Party Advisors. In addition to subparagraph 2.1(i), advise, assist and oversee the retention of counsel, consultants and other third party professionals on behalf of the Company. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, RMR pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended), (ii) any services that would subject RMR to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)) or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status or (iii) any services or the taking of any action that would render RMR a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Act.

Third Party Advisors. Either party may, with the written consent of the other party, hire one or more third-party advisors to assist with its performance under a Research Plan (“Third Party Advisors”), including, without limitation, the interpretation of the Collaboration Data. Each party will ensure that each Third Party Advisor will be (i) bound by confidentiality obligations equal to or more restrictive than those in this Agreement, (ii) obligated to assign all Collaboration Inventions conceived by such Third Party Advisor during the conduct of activities under the Research Plan in accordance with the assignment provisions of this Agreement, and (iii) cooperate with the preparation, filing and perfection of Collaboration Inventions bear the costs of employing such Third Party Advisor in furtherance of the conduct of the Research Plan.

Third Party Advisors. To the extent not specifically addressed elsewhere in this subsection 1.1, advise, assist and oversee the retention of counsel, consultants and other third party professionals on behalf of the Company. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, RMR pursuant to this Agreement shall not include any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended).

Third Party Advisors. SBA if required shall be entitled to retain any third-party advisors or contractors, subject to approval by ABWN (legal, technical, etc.) (“Third Party Advisors”) as deemed necessary by SBA to complete any of the Services, including as necessary to conduct inspections of the Aircraft, and to disassemble and store parts of the Aircraft.

Third Party Advisors. To the extent not specifically addressed elsewhere in this subsection 1.1, advise, assist and oversee the retention of counsel, consultants and other third party professionals on behalf of the Company. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, RMR pursuant to this Agreement shall not include (i) any investment management or related services with respect to any assets of the Company as the Company may wish to allocate from time to time to investments in “securities” (as defined in the Investment Advisers Act of 1940, as amended) or (ii) any services that would subject RMR to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)) or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status.

Third Party Advisors. Attached hereto as Schedule II is an indicative organizational chart indicating, among other things, the Services intended to be provided by Tether and the Tether employees or service providers intended to be used by Tether in the performance of the Services (the “Organizational Chart”). Subject to the discretion of Pubco regarding the retention and dismissal of any Person, the Parties agree that ▇▇▇▇▇▇ is authorized in the performance of the Services to engage or retain, as agent on behalf of the Pubco Entities, any reasonably necessary third party, including consultants, advisers, accountants, auditors and attorneys (“Third Party Advisors”) to assist in providing the Services. Each such Third Party Advisor shall possess appropriate experience and qualifications. Tether shall coordinate with and assist the Pubco Entities to manage and supervise such Third Party Advisors. The Pubco Entities shall reimburse Tether for any reasonable and documented costs and expenses arising from or related to such engagement or retention of any Third Party Advisors that have been paid with funds of Tether or its Affiliates rather than funds of the Pubco Entities (“Third Party Expenses”); provided, that, the Pubco Entities shall not be obligated to reimburse any such Third Party Expenses if such Services are indicated in the Organizational Chart as being covered under the Tether Services Agreement at the time of Closing unless such reimbursement is approved by the Audit Committee of Pubco in accordance with its related party transaction approval policy or policies as may be in effect from time to time (without regard to the amount of such Third Party Expenses).

Third Party Advisors. Each Majority Stockholder has reviewed with its own legal, financial and accounting advisors this Agreement and the transactions contemplated by this Agreement. Each Majority Stockholder is relying solely on its own such advisors and is not relying the Company or any of its agents, including any statements or representations of the Company or any of its agents except as set forth in this Agreement.