Cooperation and Transition of Duties Sample Clauses

Cooperation and Transition of Duties. Executive agrees to reasonably cooperate in performing the Transition Services and as otherwise reasonably requested by the Company including, if required, executing such customary and reasonable documents and certifications that relate to matters arising prior to the Resignation Date. Executive agrees to fully cooperate with the Company and participate in the preparation for, response to, prosecution of and/or defense of any pending, actual or threatened litigation involving the Company, its clients, vendors and/or its affiliates. The Company will reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive as a result of such cooperation and the Parties shall mutually agree to a reasonable rate of reimbursement for Executive’s time spent in connection therewith.
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Cooperation and Transition of Duties. EMPLOYEE agrees to fully cooperate in the transition of EMPLOYEE's duties and responsibilities as directed by COMPANY including, but not limited to, being available to meet or speak with the Chief Executive Officer and/or Board of Directors of COMPANY for a reasonable amount of time concerning the status of various projects and the locations of any files or other documents. EMPLOYEE also agrees to fully cooperate with the COMPANY and its affiliates or subsidiaries in any internal investigation or administrative, regulatory or judicial proceeding as reasonably requested by the COMPANY (including, without limitation, EMPLOYEE's being available to the COMPANY upon reasonable notice for interviews and factual investigations, appearing at the COMPANY's request to give testimony without requiring service of a subpoena or other legal process, volunteering to the COMPANY all pertinent information and turning over to the COMPANY all relevant documents which are in or may come into EMPLOYEE's possession). Nothing about the foregoing shall preclude EMPLOYEE from testifying truthfully in any forum or from providing truthful information to any government agency or commission. The COMPANY will reimburse EMPLOYEE for all reasonable out-of-pocket expenses incurred by EMPLOYEE as a result of such cooperation.
Cooperation and Transition of Duties. The Executive agrees to fully cooperate in the transition of his duties and responsibilities as directed by the Employer including, but not limited to, being available to meet or speak with the designated officers and/or managers of the Employer or its affiliates during or after the end of his employment concerning the operations of the Employer, the status of various projects, and the locations of any files, documents or other property of the Employer, its clients or its affiliates. The Executive agrees to fully cooperate with any such requests of the Employer to participate in the preparation for, response to, prosecution of and/or defense of any pending, actual or threatened litigation involving the Employer, its clients, vendors and/or its affiliates. F.N.B. Corp. will reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive as a result of such cooperation.
Cooperation and Transition of Duties. Executive agrees to reasonably cooperate in the transition of his duties and responsibilities as reasonably requested by the Company including, if required, executing such customary and reasonable documents and certifications that relate to matters arising prior to his resignation. Executive agrees to fully cooperate with the Company and its counsel in connection with any matter on which his cooperation may reasonably be requested, including the preparation for, response to, prosecution of and/or defense of any pending, actual or threatened investigation, administrative proceeding, or litigation involving the Company, its clients, vendors and/or its affiliates; provided that such requests for cooperation will not interfere with Executive’s ability to carry out his future work responsibilities. The Company will reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive as a result of such cooperation.
Cooperation and Transition of Duties. (a) You agree to fully cooperate in the transition of your duties and responsibilities as directed by the Company including, but not limited to, assistance in each of your former areas of responsibility.

Related to Cooperation and Transition of Duties

  • Delegation of Duties The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.

  • Description of Duties (i) During the Employment Period, Executive shall serve the Company as its Executive Vice President and Chief Financial Officer and report directly to the President and Chief Executive Officer ("CEO"). Executive shall supervise the financial conduct of the business and affairs of the Company, its subsidiaries and respective divisions, supervise the development function for the Company, and perform such other duties as the CEO shall determine.

  • Assignment or Delegation of Duties by Master Servicer (a) The Master Servicer shall not assign or transfer any of its rights, benefits or privileges under this Agreement to any other Person, or delegate to or subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer without the prior written consent of the Trustee, and any agreement, instrument or act purporting to effect any such assignment, transfer, delegation or appointment shall be void. Notwithstanding the foregoing, subject to Section 6.06(b), the Master Servicer shall have the right without the prior written consent of the Trustee (i) to assign its rights and delegate its duties and obligations hereunder; provided, however, that (a) the purchaser or transferee accepting such assignment or delegation is qualified to service mortgage loans for Fannie Mae or Freddie Mac, and executes and delivers to the Trustee ax xxxxexxxt, ix xxxx and substance reasonably satisfactory to the Trustee, which contains an assumption by such purchaser or transferee of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer hereunder from and after the date of such agreement; and (b) each applicable Rating Agency's rating of any Certificates in effect immediately prior to such assignment, sale or transfer is not reasonably likely to be qualified, downgraded or withdrawn as a result of such assignment, sale or transfer and the Certificates are not reasonably likely to be placed on credit review status by any such Rating Agency; and (ii) to delegate to, subcontract with, authorize, or appoint an affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer under this Agreement and hereby agrees so to delegate, subcontract, authorize or appoint to an affiliate of the Master Servicer any duties, covenants or obligations to be performed and carried out by the Master Servicer to the extent that such duties, covenants or obligations are to be performed in any state or states in which the Master Servicer is not authorized to do business as a foreign corporation but in which the affiliate is so authorized. In no case, however, shall any permitted assignment and delegation relieve the Master Servicer of any liability to the Trustee or the Depositor under this Agreement, incurred by it prior to the time that the conditions contained in clause (i) above are met.

  • Limitation of Duties The Custodian in its capacity as such:

  • Scope of Duties Without limiting the generality of the foregoing, the Custodian shall be under no duty or obligation to inquire into, and shall not be liable for:

  • Delegation of Duties; Reliance The Lenders may perform any of their duties or exercise any of their rights under the Loan Documents by or through the Agent, the Lenders and the Agent may perform any of their duties or exercise any of their rights under the Loan Documents by or through their respective representatives. The Agent, the Lenders and their respective representatives (a) are entitled to rely upon (and shall be protected in relying upon) any written or oral statement believed by it or them to be genuine and correct and to have been signed or made by the proper Person and, with respect to legal matters, upon opinion of counsel selected by the Agent or that Lender (but nothing in this clause (a) permits the Agent to rely on (i) oral statements if a writing is required by this Agreement or (ii) any other writing if a specific writing is required by this Agreement), (b) are entitled to deem and treat each Lender as the owner and holder of its portion of the Obligations hereunder for all purposes until written notice of the assignment or transfer is given to and received by the Agent (and any request, authorization, consent or approval of any Lender is conclusive and binding on each subsequent holder, assignee or transferee of or Participant in that Lender's portion of the obligations hereunder until that notice is given and received), (c) are not deemed to have notice of the occurrence of an Default unless a responsible officer of the Agent, who handles matters associated with the Loan Documents and transactions thereunder, has actual knowledge or the Agent has been notified by a Lender or the Borrower, and (d) are entitled to consult with legal counsel (including counsel for the Borrower), independent accountants, and other experts selected by the Agent and are not liable for any action taken or not taken in good faith by it in accordance with the advice of counsel, accountants or experts.

  • Performance of Duties and Responsibilities Executive shall serve the Company faithfully and to the best of her ability and shall devote her full working time, attention and efforts to the business of the Company during her employment with the Company hereunder. While Executive is employed by the Company during the Term, Executive shall report to the President and to the Chairman, Chief Executive Officer or to such other person as designated by the Board of Directors of Texas Roadhouse, Inc. (the “Board”). Executive hereby represents and confirms that she is under no contractual or legal commitments that would prevent her from fulfilling her duties and responsibilities as set forth in this Agreement. During her employment with the Company, Executive shall not accept other employment or engage in other material business activity, except as approved in writing by the Board. Executive may participate in charitable activities and personal investment activities to a reasonable extent, and she may serve as a director of business organizations as approved by the Board, so long as such activities and directorships do not interfere with the performance of her duties and responsibilities hereunder.

  • Delegation of Duties and Rights Lender may perform any of its duties or exercise any of its Rights under the Loan Papers by or through its officers, directors, employees, attorneys, agents or other representatives.

  • Performance of Duties Each of the Credit Party’s obligations under this Agreement and each of the other Loan Documents shall be performed by such Credit Party at its sole cost and expense.

  • Assignment of Duties Executive shall have such duties as may be assigned to him from time to time by the Company's Board of Directors commensurate with his experience and responsibilities in the position for which he is employed pursuant to Section 1 above. Such duties shall be exercised subject to the control and supervision of the Board of Directors of the Company.

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