Duties Sample Clauses

Duties. The Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.

Duties. The Executive shall serve as the Company’s Executive Chairman and, consistent with the Company’s bylaws and the duties and responsibilities customarily associated with such position in a public corporation of similar size and business and subject to the direction of the Board, shall have general responsibility and ultimate authority for implementation of the policies of the Company and for the management of the business and affairs of the Company. The Executive also shall have any additional duties and any additional responsibilities which may from time to time be reasonably designated by the Board; provided that the scope of his duties and the extent of his responsibilities shall not be substantially different from the duties and responsibilities customarily associated with the position of Executive Chairman in a public corporation of a similar size and business. At all times, the Executive shall be subject to the direction of the Board. During the Employment Period, the Executive shall devote his full business time and best efforts to the business and affairs of the Company and its subsidiaries. Notwithstanding the foregoing, the Executive may: (i) engage in any civic or charitable activity for which the Executive receives de minimis compensation or other pecuniary advantage; (ii) invest his personal assets in any business that is not competitive with the Company or any of its subsidiaries, provided that such investment will not require any services on the part of the Executive which would unreasonably interfere with his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange of any entity that is competitive with the Company or any of its subsidiaries, provided that the Executive may not beneficially own five percent (5%) or more of any class of such securities; (iv) serve as a director of up to three publicly traded entities that are not competitive with the Company or any of its subsidiaries; and (v) participate in any other activity approved in advance in writing by the Board. For purposes of this Section 3, a business or entity is “competitive with the Company or any of its subsidiaries” if such business or entity consists of or includes any type or line of business engaged in retail real estate and such business is conducted, in whole or in part, within a one-hundred (100) mile radius of the Company’s principal executive headquarters.

Duties. Subject to the provisions concerning its general duties and obligations as set forth in Section 6.1 and the terms of this Agreement, the Collateral Manager agrees to manage the investment and reinvestment of the Collateral and shall perform on behalf of the Borrower all duties and functions assigned to the Borrower in this Agreement and the other Transaction Documents and the duties that have been expressly delegated to the Collateral Manager in this Agreement; it being understood that the Collateral Manager shall have no obligation hereunder to perform any duties other than as specified herein and in the other Transaction Documents. The Borrower hereby irrevocably (except as provided below) appoints the Collateral Manager as its true and lawful agent and attorney-in-fact (with full power of substitution) in its name, place and stead in connection with the performance of its duties provided for in this Agreement, including, without limitation, the following powers: (A) to give or cause to be given any necessary receipts or acquittance for amounts collected or received hereunder, (B) to make or cause to be made all necessary transfers of the Loans, Equity Securities and Permitted Investments in connection with any acquisition, sale or other disposition made pursuant hereto, (C) to execute (under hand, under seal or as a deed) and deliver or cause to be executed and delivered on behalf of the Borrower all necessary or appropriate bills of sale, assignments, agreements and other instruments in connection with any such acquisition, sale or other disposition and (D) to execute (under hand, under seal or as a deed) and deliver or cause to be executed and delivered on behalf of the Borrower any consents, votes, proxies, waivers, notices, amendments, modifications, agreements, instruments, orders or other documents in connection with or pursuant to this Agreement and relating to any Loan, Equity Security or Permitted Investment. The Borrower hereby ratifies and confirms all that such attorney-in-fact (or any substitute) shall lawfully do hereunder and pursuant hereto and authorizes such attorney-in-fact to exercise full discretion and act for the Borrower in the same manner and with the same force and effect as the managers or officers of the Borrower might or could do in respect of the performance of such services, as well as in respect of all other things the Collateral Manager deems necessary or incidental to the furtherance or conduct of the Collateral Manager...

Duties. Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Offered ADSs shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations, or failure to perform such duties or obligations, with respect to the Offered ADSs as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Offered ADSs pursuant to this Agreement, including the determination of the public offering price of the Offered ADSs and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.

Duties. During the Term, the Executive shall serve as the Company’s Chief Executive Officer and shall have such executive and managerial responsibilities on behalf of the Company of the type and nature generally associated with his position and such further duties as shall, from time to time, be delegated or assigned to him by the Board of Directors of the Company consistent with his position. The Executive shall also continue to serve as Chairman of the Board of Directors of the Company.

Duties. The Sub-Advisor may, in its discretion, appoint the U.K. Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio, in connection with the Sub-Advisor's duties under the Sub-Advisory Agreement. The services and the portion of the investments of the Portfolio advised or managed by the U.K. Sub-Advisor shall be as agreed upon from time to time by the Sub-Advisor and the U.K.

Duties. Agent shall not have any duties except those expressly set forth in the Loan Documents. The conferral upon Agent of any right shall not imply a duty on Agent’s part to exercise such right, unless instructed to do so by Required Lenders in accordance with this Agreement.

Duties. Employee shall be employed by the Company as a senior executive officer and shall endeavor in good faith to competently perform such duties as inherent in Employee’s employment or any designated job position or as specified by Company and shall also perform and discharge such other employment duties and responsibilities as the Board of Directors or President of Company shall from time to time reasonably determine, not inconsistent with Employee’s position as a senior executive officer with Company. Employee shall also comply with any By-Laws of Company, as applicable. Employee shall perform Employee’s duties principally at the offices of the Company at 0000 Xxxxxxx 000 Xxxx, XxXxxxxx, Xxxxxxxxx, with such travel to such other locations from time to time as the Board of Directors or President of Company may reasonably request. Except as may otherwise be approved in advance by the Board of Directors of Company, and except during vacation periods and reasonable periods of absence due to sickness, injury or disability, Employee shall devote Employee’s full time throughout the Employment Term to the services required of Employee hereunder; provided that the foregoing shall not prohibit Employee from engaging in reasonable charitable, civic and community activities. Employee shall render Employee’s business services exclusively to Company and its subsidiaries and affiliate entities during the Employment Term and shall use his/her good faith efforts, judgment and energy to improve and advance the business and interests of the Company and its subsidiaries in a manner consistent with the duties of Employee’s position. Employee shall diligently, prudently, professionally and responsibly perform his duties and shall discharge his employment utilizing his best faith efforts and prudent judgment with a high degree of proficiency and competency and for the exclusive interest of company.

Duties. The Employee is engaged by the Company as its President and Chief Executive Officer. Unless otherwise consented to by the Employee, the Employee's positions with the Company shall be as its President and Chief Executive Officer. The Employee shall have all the powers and agrees to perform all of the duties associated with those positions, subject to the direction of the Chairman of the Board and the Board of Directors of the Company, and to the provisions of the Articles of Incorporation and Bylaws of the Company. The Employee shall have general executive charge of the Company with all such powers as may be reasonably incident to such responsibilities; and he shall have such other powers and duties as designated in accordance with the Company's Bylaws and as may be assigned to him from time to time by the Chairman of the Board and the Board of Directors. The Employee shall report directly to the Company's Chairman of the Board and the Board of Directors and any executive committee of the Board. The Company agrees to provide the Employee with such accommodations as are suitable to the character of his positions with the Company and adequate for the performance of his duties. During his employment under this Agreement, the Employee agrees to devote substantially his full time, attention and energies to the Company's business. This Agreement shall not be construed as preventing the Employee from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made. This Agreement shall also not be construed as preventing the Employee from serving as an outside director of up to two other for-profit companies (and such additional companies as the Board of Directors may hereafter approve) or from participating in charitable or other not-for-profit activities as long as such activities do not materially interfere with his work for the Company.

Duties. 2.1 Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Vice-President of Operations of Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgets and business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for the operation of the business of Parent and its subsidiaries as requested by the President and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board of Directors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty to effectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent that such activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer, and shall promptly disclose, at appropriate times, all material developments relating to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention. 2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving the general conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided, however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’s duties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses. 2.3 During the Term, and any ...