Professional Services. The Services under this Agreement which require a professional license under applicable law (e.g., engineering design work that must be performed by a licensed Professional Engineer) shall be performed # in a professional, prudent and workmanlike manner by qualified persons using competent, professional knowledge and judgment at the degree of skill and care customary to the nuclear power industry, and # in accordance with Law, regulations, Licensing Basis, this Agreement, industry codes and standards. Subject to all limitations of Service Provider’s liability in this Agreement, in the event that any Services which are subject to this [Section 10.1], and which are not Secondment Services, result in work product that is determined to be defective, such work shall be re-performed by Service Provider at Service Provider’s expense. Service Provider’s total liability for any claims under this section shall be limited to the insurance proceeds recoverable from a mutually agreeable professional liability insurance policy covering Service Provider and the Services.
All requests for payment of Professional Claims for services rendered and reimbursement of expenses incurred prior to the Confirmation Date must be filed no later than 45 days after the Effective Date. The Bankruptcy Court shall determine the Allowed amounts of such Professional Claims after notice and a hearing in accordance with the procedures established by the Bankruptcy Court. The Reorganized Debtors shall pay Professional Claims in Cash in the amount the Bankruptcy Court allows, including from the Professional Fee Escrow Account, which the Reorganized Debtors will establish in trust for the Professionals and fund with Cash equal to the Professional Fee Amount on the Effective Date. Professionals shall deliver to the Debtors their estimates for purposes of the Reorganized Debtors computing the Professional Fee Amount no later than five Business Days prior to the anticipated Effective Date. For the avoidance of doubt, no such estimate shall be deemed to limit the amount of the fees and expenses that are the subject of a Professionals final request for payment of Professional Claims filed with the Bankruptcy Court. If a Professional does not provide an estimate, the Debtors may estimate the unpaid and unbilled fees and expenses of such Professional. No funds in the Professional Fee Escrow Account shall be property of the Estates. Any funds remaining in the Professional Fee Escrow Account after all Allowed Professional Claims have been paid will be turned over to Reorganized Holdco.
“ Professional” means Professional, LLC, a Delaware limited liability company.
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.
Professional Services Warranty Cap. Service Provider’s liability for re-performance or repair in relation to defective professional services under [Section 10.1] herein shall be limited to the insurance proceeds recoverable under the professional liability coverage required by [Article 24].
Liability. It is expressly agreed that the liability of each Guarantor for the payment of the Obligations guaranteed hereby shall be primary and not secondary.
Liability. None of the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the L/C Issuer or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Applicable Law) suffered by the Borrower that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the L/C Issuer (as finally determined by a court of competent jurisdiction), the L/C Issuer shall be deemed to have exercised care in each such determination, and that:
“Horn Solutions Buyers Parties” means, collectively, Borrower and Professional, LLC, a Delaware limited liability company.
“Arroyo Acquisition” means the acquisition by Professional, LLC, a Delaware limited liability company (“ Professional”), of # approximately ninety-nine percent (99%) of the outstanding equity interests of Arroyo IT Solutions Private Limited, an Indian private limited company (“Arroyo India”), pursuant to that certain Share Purchase Agreement by and among Professional, Arroyo Consulting LLC, a Tennessee limited liability company (“Arroyo”), and Arroyo India, as the same may be amended from time to time, and # certain additional assets of Arroyo, including all of the outstanding equity interests of Micro Talent, SAS, a Colombian simplified stock corporation (“Micro”), pursuant to that certain Asset Purchase Agreement by and among Professional, Arroyo and the “Selling Persons” party thereto.
General Liability Insurance with a minimum limit of [ ] Dollars ($[ ]), or the Euro equivalent, annual aggregate during Development of Licensed Product or Licensed Compound. General Liability Insurance shall include, at a minimum, Professional Liability, Clinical Study Insurance and, beginning at least [ ] prior to First Commercial Sale of a Licensed Product, product liability insurance. The Parties shall mutually agree on liability insurance limits for product liability insurance; and
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