Committee Professional Expenses. Subject to the occurrence of the Closing and the terms of this Agreement, the investigation and challenge related expenses of the Committee and/or its professionals shall be payable pursuant to the DIP Order in an amount not to exceed in the aggregate, subject to allowance of any such fees by the Bankruptcy Court in accordance with the compensation procedures approved by the Bankruptcy Court in the Chapter 11 Cases. Purchaser, the DIP Secured Parties, the Prepetition Secured Parties, and Sellers’ estates shall not be liable for any investigation or challenge related expenses of the Committee or its professionals in excess of such cap or for any amounts payable to the investment banker for the Committee, Miller Buckfire & Co., LLC and Stifel, Nicolaus & Co., Inc., on account of any success, transaction or completion fees.
On the Effective Date, the Debtors shall pay in Cash all accrued and unpaid reasonable and documented fees and expenses of the Supporting Common Interest Holders, in their capacities as such and as the DIP Facility Lenders, and the Consenting Creditors (including legal and financial and any other special advisors retained by the Consenting Creditors or Supporting Common Interest Holders either before or during the Chapter 11 Cases).
The Shareholders have obtained, to the extent they deem necessary, their own professional advice with respect to the risks inherent in the investment in the Common Stock, the condition of the Buyer and the suitability of the investment in the Common Stock in light of the Shareholders’ financial condition and investment needs.
Professional Maintenance. shall perform the Maintenance Responsibilities in a manner consistent with the standards followed by and other first-class owners and management companies that are managing Comparable Buildings (the “Management Standard”).
Professional Liability. As of the date of the execution and delivery of this Agreement, each Provider Professional, as applicable, has never: # had his or her license to provide professional services in any state suspended, relinquished, terminated, restricted or revoked; or # been reprimanded, sanctioned or disciplined by any licensing board, or any federal, state or local society or agency, governmental body or specialty board.
Professional Personnel. PBI must have among its employees a Person of Primary Responsibility and other licensed or accredited individuals in order to maintain and renew the permits under which it conducts biomedical research and manufactures Wound Care products. HWC aspires to conduct biomedical research and to manufacture Wound Care products, and so will require employees with similar credentials. The Parties agree, therefore, that they will cooperate in allocating between PBI and HWC the services of professional personnel as needed to achieve, maintain, and renew the regulatory permits governing each of them.
Professional Standards. Provider shall require all Provider Professionals to meet certain performance and credentialing standards, as agreed upon with Manager. Provider and Manager acknowledge that all Professional Services shall be performed solely by Provider Professionals, as applicable, with all necessary direct supervision and control of and by Provider Professionals where applicable. Provider agrees to reassign (to the extent practicable) or terminate Provider Professionals who commit gross violations of Manager’s reasonable policies or commit a material breach of the terms of their agreement with Provider. Each Provider Professional shall be licensed to the full extent required by federal and Utah law. Provider and Provider Professionals shall at all times provide Professional Services in accordance with all ethical standards, laws and regulations applicable to their profession. Provider will cooperate with Manager in taking steps to resolve any utilization review or quality assurance issues which may arise in connection with Professional Services rendered. If any disciplinary actions or professional liability actions are initiated against Provider or any Provider Professional, Provider shall immediately inform Manager of such action and the underlying facts and circumstances. Provider agrees to implement and maintain a program to monitor the quality of Professional Services performed by Provider Professionals, and Manager shall render administrative assistance to Provider on an as-requested basis to assist Provider in implementing and maintaining such program.
Committee. "Committee" means the Human Resources & Compensation Committee of the Board and if no such named committee shall be designated by the Board, it shall mean the Committee of the Board most nearly performing the duties of the Human Resources & Compensation Committee as defined at the time of its elimination as a Board Committee.
Committee. “Committee” means the Compensation and Management Development Committee of the Board, or a sub-committee of that Committee.
COMMITTEE. This Plan shall be administered by the Committee.
Committee. The Directors and Corporate Governance Committee of the Board of Directors, or any successor committee of the Board of Directors that is charged with matters relating to the compensation of non-employee directors.
Committee. The Plan shall be administered by the Board of Directors of the Corporation (the Board of Directors) or a committee of two or more members appointed by the Board of Directors (the Committee). If the Board of Directors does not appoint a Committee, reference to the Committee hereinbelow, shall mean the Board of Directors. At the time that the Corporation has a class of equity securities which are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or is a publicly-held corporation under Internal Revenue Code Section 162(m), membership in the Committee is limited to Non-Employee Directors as defined in Rule 16b-3 promulgated under Section 16 of the Exchange Act and outside directors as defined in Treasury Regulation § 1.162-27(e)(3). The Committee shall select one of its members as Chairman and shall appoint a Secretary, who need not be a member of the Committee. The Committee shall hold meetings at such times and places as it may determine and minutes of such meetings shall be recorded. Acts by a majority of the Committee in a meeting at which a quorum is present and acts approved in writing by a majority of the members of the Committee shall be valid acts of the Committee.
Committee. The Committee shall have the responsibility and authority to control the operation and administration of the Plan in accordance with the terms of the Plan, except with respect to duties and responsibilities specifically allocated to other Fiduciaries.
Sales, General, Administration Expenses and Professional Fees.
Reimbursement for Reasonable Business Expenses. Subject to the terms and conditions of the Company's expense reimbursement policy, the Company shall pay or reimburse the Employee for reasonable expenses incurred by Employee in connection with the performance of Employee's duties pursuant to this Agreement, including, but not limited to, travel expenses, expenses in connection with seminars, professional conventions or similar professional functions and other reasonable business expenses.
all Professional fees and expenses of retained professionals required to be approved by the Bankruptcy Court shall have been paid in full or amounts sufficient to pay such fees and expenses after the Effective Date have been placed in the Professional Fee Escrow Account pending approval by the Bankruptcy Court;
Committee Discretion. The Committee will have full discretion to deny or grant any claim in whole or in part.
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