AGREES THAT Sample Clauses

AGREES THAT. (a) the Secured Party and its nominees at its own discretion may, after an Event of Default has occurred, exercise in the name of the Chargor or otherwise at any time whether before or after demand for payment and without any further consent or authority on the part of the Chargor in respect of the Charged Property any voting rights and any powers or rights which may be exercisable by the Chargor but such power shall be exercisable subject to the provisions of Clause 4; and (b) the Chargor will, if so requested by the Secured Party, subject to the approval of the Bermuda Monetary Authority (if required), transfer all or any part of the Charged Property to such nominees or agents wheresoever situate as the Secured Party may select and that the Secured Party may hold all or any part of the Charged Property in any branch of the Secured Party or with any correspondents or agents whether in Bermuda or overseas and that all the Charged Property shall be held at the expense risk and responsibility of the Chargor.
Sample 1
AGREES THAT. (i) Variations may from time to time be made to the Agreement without the consent of or notice to the Guarantor even though the Guarantor's liability to Five Arrows may be increased. (ii) The giving of time or the failure by Five Arrows to enforce any remedies against the Supplier or any customer or any other guarantor indemnitor or grantor of security shall in no way affect the Guarantor's liability to Five Arrows. (iii) The terms of this guarantee and indemnity shall constitute a continuing security notwithstanding the fulfillment from time to time of any of the obligations of the Supplier to Five Arrows and shall remain in force until all amounts due from the Supplier to Five Arrows have been finally and unconditionally discharged. 3 (iv) Any acknowledgment or admission by or any Judgment obtained by Five Arrows against the Supplier shall be binding on the Guarantor. (v) The Guarantor's obligations shall continue even though Five Arrows may at any time relinquish in whole or in part any charge lien or security taken from the Supplier or any customer or any other guarantor indemnitor or grantor of security. (vi) Until all sums due hereunder have been paid to Five Arrows the Guarantor shall not be entitled to the benefit of nor claim to be subrogated to any charge lien or security held by Five Arrows for the due performance of the Supplier's obligations nor shall Five Arrows be under any obligation to enforce them for the Guarantor's benefit. (vii) Any sums due hereunder to Five Arrows shall from the due date for payment bear interest at the same rate as the Discount Charge referred to in the Agreement. (viii) In arriving at the amount due to Five Arrows by the Supplier Five Arrows shall be entitled to take into account all liabilities whether actual or contingent and to make a reasonable estimate thereof.
Sample 1
AGREES THAT. A. Candidate entered into this agreement asEntrepreneur ofHAPPY PEOPLE’s products.Entrepreneur is a one of separate entity, associated purely on the present contractual term caused within free and an independent will neither consumer, and shall have no power of authority to incur any debt, contracts , obligations or liablities or to make any representation of any warranties on behalf of NEXTGEN HAPPY PEOPLE ENTREPRENEURE’S PVT. LTD. B. NEXTGEN HAPPY PEOPLE ENTREPRENEURE’S PVT. LTD. shall provide its features, products and promotional offers etc. through personal communication via SMS and phone calls at the registered mobile number of theEntrepreneur, which shall supersede the DND “DO NOT DISTURB” service activated at the registered mobile number of anEntrepreneur. C. Candidate shall not be an employee or agent ofNEXTGEN HAPPY PEOPLE ENTREPRENEURE’S PVT. LTD. or in a partnership relationship with the company or any other labour relationSHIP with us . and HAPPY PEOPLE is not offering any kind of job or quick money making plan, rich scheme and does not guarantee any monthly or fixed income. D. Candidate clearly understands that the candidate is not entitled to get any incentives/sales incentive upon the enrollment of new Entrepreneur by any Entrepreneur and his downline does not impressed by payment of incentive/sales commissions. E. The candidate shall act as an independent Entrepreneur on his/her own responsibility and for his/her own account while purchasing and selling HAPPY PEOPLEproducts.Candidate declares that at all times his/her acts and deeds shall be to keep –up and enhance the reputation of HAPPY PEOPLE. Candidate shall not engage himself in high pressure selling/promoting and will be courteous to the consumer and must all times make best representation of the sales and marketing plan and its products faithfully and without any inducement. Candidate shall not sell anyHAPPY PEOPLE product for a price more than MRP however Entrepreneur may charge at his discretion, any price that is lower MRP mentioned on the label of all product. F. The relation and all activities between HAPPY PEOPLE and him/her shall be governed by the business law (BL) of HAPPY PEOPLE, addition to this agreement, which includes sales and marketing plan, core ethics, product brochures, pdfs &all other booklets as available in the website and or anywhere in company material/booklets etc,( collectively refers herein as bye law BL.) Company may amend any of the term and conditions m...
Sample 1

Related to AGREES THAT

  • Restrictive Period The term “Restrictive Period” shall mean the period beginning on the Effective Date and ending two (2) years after the termination of the Executive’s employment hereunder.

  • Proprietary Information The Software, any data base and any proprietary data, processes, information and documentation made available to the Fund (other than which are or become part of the public domain or are legally required to be made available to the public) (collectively, the “Information”), are the exclusive and confidential property of Custodian or its suppliers. The Fund shall keep the Information confidential by using the same care and discretion that the Fund uses with respect to its own confidential property and trade secrets, but not less than reasonable care. Upon termination of the Agreement or the Software license granted herein for any reason, the Fund shall return to Custodian any and all copies of the Information which are in its possession or under its control.

  • Competition By accepting this Contract, Contractor agrees that no collusion or other restraint of free competitive bidding, either directly or indirectly, has occurred in connection with this award by the Division of Purchases.

  • Covenant Not to Compete or Solicit (a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the "Restricted Period" within the "Restricted Area" (as those terms are defined in Section 9(e) below): (i) except as provided in Subsection (c) below, engage in any line of business in which the Corporation was engaged or had a formal plan to enter during the period of Executive's employment with the Corporation, including but not limited to the business of operating an online insurance marketplace, either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party; or (ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation. (b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation. (c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby. (d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market. (e) The term "RESTRICTED PERIOD," as used in this Section 9, shall mean the period of the Executive's actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term "RESTRICTED AREA" as used in this Section 9 shall mean the continental United States.

  • Competitive Activity (i) The Participant shall be deemed to have engaged in “Competitive Activity” if, during the period commencing on the date hereof and ending on the later of (x) the date that is 12 months after the date the Participant’s Employment with the Company and its Subsidiaries is terminated or (y) the maximum number of years of base salary the Participant is entitled to receive as severance under any agreement with, or plan or policy of the Company or an Affiliate (the “Restricted Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entity, directly or indirectly violates any of the following prohibitions: (A) During the Restricted Period, the Participant will not solicit or assist in soliciting in a Competitive Business (as defined below) the business of any client or prospective client: (1) with whom the Participant had personal contact or dealings on behalf of the Company during the one-year period preceding the Participant’s termination of Employment; (2) with whom employees directly reporting to the Participant (or the Participant’s direct reports) have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Participant’s termination of Employment; or (3) for whom the Participant had direct or indirect responsibility during the one year immediately preceding the Participant’s termination of Employment. (B) During the Restricted Period, the Participant will not directly or indirectly: (1) engage in any business that is engaged in, or has plans to engage in, at any time during the Restricted Period, any activity that competes in the business of manufacturing and marketing food products that directly compete with the core brands of the Company as of the Termination Date (and for such purpose, a “core brand” shall be any brand generating annual revenues in an amount equal to at least 5% of the Company’s annual revenues, in the fiscal year preceding the fiscal year of such Termination Date) in any geographical area that is within 100 miles from any geographical area where the Company or its Affiliates manufactures and markets its products or services (a “Competitive Business”); (2) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (4) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its Affiliates and customers, clients, suppliers, partners, members or investors of the Company or its Affiliates. (C) Notwithstanding anything to the contrary in this Agreement, the Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (D) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (1) solicit or encourage any employee of the Company or its Affiliates to leave the employment of the Company or its Affiliates; or (2) hire any such employee who was employed by the Company or its Affiliates as of the date of the Participant’s termination of Employment with the Company or who left the employment of the Company or its Affiliates coincident with, or within 120 days (one year in the case of any such employee who reported directly to the Participant immediately preceding the Participant’s termination of Employment (or the Participant’s direct reports)) prior to or after, the termination of the Participant’s Employment with the Company. (3) During the Restricted Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates, is such action would result in the Company being disadvantaged. Any solicitation or hiring, that the Participant is not personally involved in, of an employee or former employee of the Company through general advertising shall not, of itself, be a breach of this Section 7(a)(i)(D) (ii) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 7 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein (iii) The period of time during which the provisions of this Section 7 shall be in effect shall be extended by the length of time during which the Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

  • Last Day of Employment Last Day of Employment means the date of Participant’s Termination of Employment.

  • Confidential Information (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company. (b) The Executive confirms that all Confidential Information is the exclusive property of the Company. All business records, papers and documents kept or made by the Executive while employed by the Company relating to the business of the Company shall be and remain the property of the Company at all times. Upon the request of the Company at any time, the Executive shall promptly deliver to the Company, and shall retain no copies of, any written materials, records and documents made by the Executive or coming into the Executive’s possession while employed by the Company concerning the business or affairs of the Company other than personal materials, records and documents (including notes and correspondence) of the Executive not containing proprietary information relating to such business or affairs. Notwithstanding the foregoing, the Executive shall be permitted to retain copies of, or have access to, all such materials, records and documents relating to any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company.

  • Cooperation With Company After Termination of Employment Following termination of Executive’s employment for any reason, Executive shall fully cooperate with the Company in all matters relating to the winding up of Executive’s pending work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work to such other employees as may be designated by the Company.

  • Confidential or Proprietary Information The term "Confidential --------------------------------------- or Proprietary Information" for purposes of this Agreement shall mean any secret, confidential, or proprietary information of SunTrust or a SunTrust Affiliate (not otherwise included in the definition of Trade Secret in (S) 1.23 of this Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of SunTrust or a SunTrust Affiliate.

  • Abandonment of Employment Where an employee absents him/herself from work for a continuous period exceeding three working days without the consent of the employer and without notification to the employer, and without good cause, he/she shall be deemed to have terminated his/her employment without notice.