![]() ![]() Terminate this Agreement following a breach of a material term of this Agreement by the other party hereto and a failure to cure such breach within 30 days following written notice thereof. Initial Term), and thereafter shall be automatically renewed upon the same terms and conditions set forth herein for subsequent one year terms (each, a Renewal Term) unless Service Provider or theĬompany gives notice in writing within 90 days before the expiration of the Initial Term or any Renewal Term of its desire to terminate this Agreement provided, however, that either the Company or Service Provider will have the right to Required to engage third parties to perform one or more of the Services required hereunder, Service Provider shall use all commercially reasonable efforts to cause such third parties to deliver such Services in a competent and timely fashion.ģ.2 Service Provider shall maintain books, records, documents and other written evidence, consistent with its normalĪccounting procedures and practices, sufficient to accurately, completely and properly reflect the performance of the Services hereunder and the amounts due in accordance with any provision of this Agreement (collectively, the ServicesĤ.1 The term of this Agreement shall commence as of the Effective Date and shall continue in effect for three years (the All employment arrangements are therefore solely Service Providers concern, and the Company shall not have any liability with respect thereto except asģ.1 Service Provider will perform, or cause to be performed, the Services hereunder with not less than the degree of care, skillĪnd diligence with which it performs or would perform similar services for itself consistent with past practices (including, without limitation, with respect to the type, quantity, quality and timeliness of such services). Management oversight and administration support services as an independent contractor. This Agreement is not one of agency between Service Provider and the Company, but one in which Service Provider is engaged to provide ![]() Service Provider shall be responsible forĬomplying with all federal, state and local labor and tax laws and regulations with respect to Employees. At no time shall the Employees, any independent contractors engaged by Service Provider and/or the employees of any such independent contractors be considered employees of the Company. Employees), or third party providers hired by Service Provider. The Parties agree that the Services shall be provided by the employees of Service Provider listed on Schedule A hereto or their replacements (the Service Providers communication systems and telephone equipment, (vi) use of the Service Providers information systems services, and (vii) such other management and administrative services which the parties shall mutuallyĭetermine are necessary for the efficient operation of the Companys business and affairs. Providers corporate accounting and internal controls personnel, (iii) use of Service Providers office space (the Office), (iv) all necessary business supplies for use at the Office, (v) use of the The Company hereby retains Service Provider, and Service Provider hereby agrees, to provide to the Company certain management andĪdministrative support services (the Services) which include, without limitation, the following: (i) general management oversight and administration of the Companys business, (ii) services of the Service NOW, THEREFORE, in consideration of the foregoing, the terms and conditions hereinafter setįorth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:ġ. ![]() Individually as a Party and collectively as the Parties.Ĭompany desires to retain Service Provider to provide certain management and administrative services to the Company, and Service Provider is willing to provide such management and administrative services to the Company, upon the terms and conditions Service Provider and the Company are sometimes referred to herein Service Provider), and Hi-Crush Proppants LLC, a Delaware limited liability company (together with its subsidiaries, the Company). AGREEMENT (this Agreement) is made and entered into as of May 25, 2011 (the Effective Date), by and between Red Oak Capital Management LLC, a Delaware limited liability company (the ![]()
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