Consultant and the Sample Clauses

Consultant and the. Client acknowledge that in the event of a breach of this Agreement by either party, money damages would be inadequate and the non-breaching party would have no adequate remedy at law. Accordingly, in the event of any controversy concerning the rights or obligations under this Agreement, such rights or obligations shall be enforceable in a court of equity by a decree of specific performance. Such remedy, however, shall be cumulative and non-exclusive and shall be in addition to any other remedy to which the parties may be entitled.
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Consultant and the. Principals each covenants and agrees that the Shares shall be and represent full payment and discharge of any claim by Consultant and the Principals for any compensation, commission or other earnings of any kind against the Company and any current or future parent, subsidiary or affiliates of the Company, other than the Balance. Consultant and the Principals each further covenants and agrees that the value of the Shares represented by the Balance, as determined herein, shall be reported to Consultant on IRS Form 1099 for the year 2002.
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Consultant and the. Consulting Principals jointly and severally represent and warrant that (i) Consultant is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, has duly authorized the execution and performance of this Agreement, and such execution and performance will not violate its Articles of Organization, Operating Agreement, or any contract or agreement by which it is bound and (ii) this Agreement is valid and enforceable against Consultant and the Consulting Principals in accordance with its terms and each instrument to be executed by Consultant and the Consulting Principals pursuant to this Agreement will, when executed and delivered, be enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting creditors' rights generally.
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Consultant and the. Company acknowledge and agree that Consultant is the holder of the following options (the “Options”) under the NetSpend Holdings, Inc. Amended and Restated 2004 Stock Option and Restricted Stock Plan (the “Plan”): If the Release Effective Date occurs, Consultant will, solely for purposes of the Plan and the Options, be considered to have remained in the continuous employ of the Company through the Termination Date, with the effect that the Options will generally continue to vest and become exercisable in accordance with their terms through the Termination Date and Consultant will retain such portions of the Options which shall have vested on or before the Termination Date for 90 days following the Termination Date (or such longer period as may be provided in the relevant Option agreement). Further, if the Release Effective Date occurs, the Company agrees that it shall not, during such time as one or more of the Options remain outstanding, amend any option held by an officer of the Company who is subject to the reporting requirements of Section 16 of the Exchange Act of 1934, as amended, that is substantially similar to one or more of the Options without offering to amend the corresponding Option held by Consultant in a like manner. Any portion of an Option which shall not have vested on or before the Termination Date will terminate on the Termination Date. Notwithstanding the foregoing the exercisability of any Option is subject to Consultant’s continued compliance with the provisions therof relating to any breach by Consultant of any confidentiality, non-solicitation or non-competition agreement between Consultant and the Company or any of its affiliates (including those set forth in Section 6 of the Employment Agreement) and Consultant’s obligation to refrain from engaging in any “Detrimental Activity” (as such term is defined in the agreements (the “Option Agreements”) setting forth the terms and conditions of the Options.
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Consultant and the. Fines acknowledge that Consultant's services hereunder will provide Consultant and the Fineswith access on a continual basis to confidential and proprietary information concerning the Business, which is not readily available to the public; and that the Company would not enter into this Agreement but for the covenants (the "Restrictive Covenants") contained in this Article VII. Accordingly, Consultant and the Fines agree that: (a) During the term of this Agreement and, for a period of one (1) year thereafter (the "Restricted Period"), neither Consultant nor the Fines shall, directly or indirectly, (i) engage in any business that is competitive with the Business for their own account; or (ii) render any services which constitute engaging in any business that is competitive with the Business in any capacity to any person (other than with the consent or at the direction of the Company); nor shall Consultant or the Fines own an equity interest in any person which is engaged in any business that is competitive with the Business. Neither Consultant nor the Fines shall be in breach of their obligations hereunder by reason of (i) their ownership of less than one percent (1%) of the outstanding debt or equity of any publicly traded company, regardless of whether such publicly traded company competes with the Business or with GEM, or (ii) their publication, in whatever format or media, of any magazine, newsletter or other periodical substantially similar to any Retained Asset (as such terms are defined in the Asset Contribution Agreement dated the date hereof among GEM, Consultant and certain other parties). (b) Consultant and the Fines shall forever maintain in strictest confidence all information relating to the Business and to each of the Related Entities, which is known or becomes known to Consultant or the Fines, including, without limitation, trade secrets, know-how, financial statements and data, contracts (whether oral or written), customer and advertiser lists, rate schedules, pricing policies, marketing plans and strategies, and business acquisition plans (collectively, the "Confidential Information"), and shall not, except in connection with the business affairs of the Company and its affiliates, disclose any Confidential Information to any person, other than with the express written consent of the Company. Confidential Information shall not include information which Consultant or the Fines can demonstrate (A) has become generally available to the public o...
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Consultant and the. Fines acknowledge and agree that (i) Consultant and the Fines have had an opportunity to seek advice of counsel in connection with this Agreement; (ii) the Restrictive Covenants are reasonable in scope and in all other respects; (iii) any violation of the Restrictive Covenants will result in irreparable injury to the Related Entities; (iv) money damages would be an inadequate remedy at law for the Related Entities in the event of a breach of any of the Restrictive Covenants by Consultant or the Fines; and (v) specific performance in the form of injunctive relief would be an adequate remedy for the Related Entities. The Company, Consultant and the Fines agree that if Consultant or the Fines breach or threaten to breach a Restrictive Covenant, the Company (or any of the other Related Entities) shall be entitled, in addition to all other remedies, to an injunction restraining any such breach, without any bond or other security being required and without the necessity of showing actual damages.
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Consultant and the. Company understand and agree that Consultant is an independent contractor and there is no employer- employee relationship, joint venture or partnership created hereby.
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Consultant and the. Company acknowledge and agree that this Agreement constitutes a full, final, and complete settlement of their differences relating to the subject matter hereof and supersedes and replaces any and all other written or oral exchanges, agreements, understandings, arrangements, or negotiations between them relating to the subject matter hereof. The Parties affirmatively state that there are no other prior or contemporaneous agreements, exchanges, representations, arrangements, or understandings, written or oral, between them relating to the subject matter hereof, and that this Agreement contains the sole and entire agreement between them with respect to the subject matter hereof. Consultant and the Company further acknowledge and agree that language proposed for, deleted from, or otherwise changed in any drafts of this Agreement but not included herein shall not in any way affect the rights and obligations of the Parties.
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Related to Consultant and the

  • INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP (a) The Company and the Operating Partnership, jointly and severally, shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees,” and each, an “Indemnitee”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “Losses,” and each, a “Loss”) arising in the performance of their duties hereunder, including reasonable attorneys’ fees, to the extent such Losses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any Loss suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any Loss suffered by the Company and the Operating Partnership, unless all the following conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership; (ii) the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership; (iii) such Loss was not the result of negligence or willful misconduct by the Indemnitee; and (iv) such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders. (b) Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any Losses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws. (c) In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership; (ii) the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement; and (iii) the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

  • Opinion of Tax Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxx LLP, tax counsel for the Company and the Operating Partnership, required to be delivered pursuant to Section 7(q) on or before the date on which such delivery of such opinion is required pursuant to Section 7(q).

  • Nurse Representatives The Employer agrees to recognize two (2) Nurse Representatives for the purpose of dealing with grievances and conducting Union interviews.

  • Professional Engineering and Architect’s Services Professional Engineering and Architect’s Services are not permitted to be provided under this Agreement. Texas statutes prohibit the procurement of Professional Engineering and Architect’s Services through a cooperative agreement.

  • Opinion of Counsel for Company and the Operating Partnership The Sales Agent shall have received the favorable opinion of Company Counsel, required to be delivered pursuant to Section 7(p) on or before the date on which such delivery of such opinion is required pursuant to Section 7(p).

  • Engagement of Contractor Subject to the terms and conditions of this Agreement, CDS engages Contractor to provide services specified in Section 1.2. Contractor hereby accepts this engagement by CDS with respect to such matters and for such compensation and terms as provided herein.

  • Engagement of Independent Review Organization Within 60 days after the Effective Date, Xx. Xxxxxxxx shall engage an individual or entity, such as an accounting, auditing, or consulting firm (hereinafter “Independent Review Organization” or “IRO”), to perform the reviews listed in this Section III.C. The applicable requirements relating to the IRO are outlined in Appendix A to this IA, which is incorporated by reference.‌

  • Consultant’s Representative Consultant hereby designates XXXXXX, or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using their best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

  • Directors and Officers of the Surviving Company From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors and officers of the Merger Company immediately prior to the Effective Time shall be the directors and officers of the Surviving Company.

  • Engagement of Consultant The Company hereby engages Consultant to ------------------------- assist the Company in programming services.

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