Duties and Cooperation Sample Clauses

Duties and Cooperation. During the Continuation Period, Executive agrees to (a) render Executive’s services in accordance with the standards required under Section 2 of the Employment Agreement and (b) provide in good faith Executive’s full support and cooperation to ensure a successful transition (including, without limitation, active participation in external meetings with (i) the Company’s shareholders, tenants, and creditors and (ii) rating agencies, investors, and analysts).
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Duties and Cooperation. Company hereby agrees to cooperate with Supplier as reasonably necessary for the development, installation and testing of the Lead Line as set forth in this Agreement. The Parties shall use Commercially Reasonable Efforts to perform their duties as set forth in this Agreement so that each milestone set forth in the Lead Line Project Plan may be reached as may be reasonable under the given circumstances. The duties of the Parties shall, in addition to other duties otherwise set forth in this Agreement, include without limitation, the duties set forth below in this Section 2.2: 2.2.1 Subject to Section 3, Each Party shall share and provide reasonable access to all of the Background Intellectual Property and other information and materials it is authorized to share with the other Party, as may be necessary or useful for the Parties to exercise their rights and fulfill their duties and obligations under this Agreement, subject to obligations of confidentiality under this Agreement or otherwise. 2.2.2 The Parties shall work exclusively together during the Term of this Agreement. Supplier shall not at any time, and shall not enable any third party, except for its Affiliates and for the purposes of this Agreement, at any time to develop, manufacture or otherwise commercialize the Lead Line or Commercial Line Machines, or any products which may be competitive with the Lead Line or Commercial Line Machines, or which are derived from, incorporate or otherwise use the Company Technology or P&G Technology, for any party other than Company. 2.2.3 The Parties shall establish a management team for management of each Parties’ obligations under this Agreement and the achievement of the milestones in the Lead Line Project Plan, which shall include one or more executives or managers of each Party designated by that Party, which shall be comprised of Mr. Axxxxx Xxxxx and Mx. Xxxxx Xxxxxxx (the “Steering Committee”). The Steering Committee shall meet on no less than a quarterly basis to coordinate and ensure communication between the Parties. Each Party’s Steering Committee members shall be responsible for communicating with their respective Party concerning day-to-day implementation of the Lead Line Project and the status of the activities and milestones in the Lead Line Project Plan. Each Party’s Steering Committee members shall have decision-making authority over such Party’s duties and obligations under this Agreement, which authority may be relied upon by the other Party ...
Sample 1
Duties and Cooperation. Company hereby agrees to cooperate with Supplier as reasonably necessary for the development, installation and testing of the Equipment as set forth in this Agreement. The Parties shall use Commercially Reasonable Efforts to perform their duties as set forth in this Agreement so that each milestone set forth in the Project Plan may be reached as may be reasonable under the given circumstances. The duties of the Parties shall, in addition to other duties otherwise set forth in this Agreement, include without limitation, the duties set forth below in this Section 2.2: 2.2.1 Subject to Section 3, each Party shall share and provide reasonable access to all of the Background Intellectual Property and other information and materials it is authorized to share with the other Party, as may be necessary or useful for the Parties to exercise their rights and fulfill their duties and obligations under this Agreement, subject to obligations of confidentiality under this Agreement or otherwise. 2.2.2 Supplier shall not at any time, and shall not enable any third party at any time to develop, manufacture or otherwise commercialize the Equipment, or any products which may be competitive with the Equipment, or which are derived from, incorporate or otherwise use the Company Confidential Information, Company Technology or P&G Technology, for any party other than Company. The Parties agree that the “air filled pouch with spout” project the Supplier is working on for another customer as of the Effective Date shall be deemed not to be competitive with the Equipment solely for purposes of this Section 2.2.2.
Sample 1

Related to Duties and Cooperation

  • Duties and Services Executive agrees to serve in the position(s) referred to in Section 2.2 and to perform diligently the duties and services appertaining to such offices, as well as such additional duties and services appropriate to such offices which the parties mutually may agree upon from time to time. Executive’s employment shall also be subject to the policies maintained and established by the Company and the Parent that are of general applicability to the Company’s and the Parent’s employees, as such policies may be amended from time to time.

  • Duties and Position The Company hires the Employee in the capacity of General Manager. The Employee's duties may be reasonably modified at the Company's discretion from time to time.

  • Position, Duties and Responsibilities During the Term (as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer of Company as well as in such other positions or capacities as may be reasonably requested by the Board of Directors of Company (the “Board”) or the Chief Executive Officer of Company (the “CEO”) and shall have such duties and responsibilities as are customary for, and are consistent with, such position(s) as may, from time to time, be assigned by the Board, the CEO and/or any of their respective nominees. Executive’s employment by Company shall be full-time and exclusive to Company and Executive shall (a) report to Company’s CEO, (b) comply with Company’s policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability. During the Term, and except for paid time off in accordance with the terms of Section 3.01(G) below or absences due to illness or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational, religious, civic and similar types of activities and manage Executive’s personal investments, and (ii) with consent of the Board which shall not be unreasonably withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises for up to 30 hours in the aggregate per calendar quarter (including but not limited to AngelMed, GenPro, and eNeura). Executive shall be required to spend on average eight days per month at the Company’s corporate offices in either Florida or Israel including travel. Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties hereunder, including international travel.

  • Employment Duties and Responsibilities A) The Company shall employ the Executive, and the Executive shall serve the Company, as President and Chief Executive Officer, with such duties and responsibilities as may be assigned to the Executive by the Board of Directors of the Company (“BOD”) and are typically associated with a position of that nature. B) The Executive shall devote his best efforts and all of his business time to the performance of his duties under this Agreement and shall perform them faithfully, diligently and competently in a manner consistent with the policies and goals of the Company as determined from time to time by the BOD. C) The Executive shall report to the BOD of the Company. D) The Executive shall not engage in any activities outside the scope of his employment that would detract from, or interfere with, the fulfillment of his responsibilities or duties under this Agreement. E) The Executive shall not serve as a director (or the equivalent position) of any company or entity other than the Company and shall not render services of a business, professional or commercial nature to any other person or firm, except for not-for-profit entities, without prior written consent of the BOD. Such consent shall not be unreasonably withheld. F) The Executive shall not receive fees or other remuneration for work performed either within or outside the scope of his employment without prior written consent of the BOD. Such consent shall not be unreasonably withheld.

  • Certain Duties and Responsibilities The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

  • General Duties and Responsibilities 1. Responsibilities under the General Conditions of the Contract for Construction: In addition to the responsibilities herein set forth, Consulting Engineer/Architect agrees to be responsible for those matters identified in the General Conditions as being responsibilities of the Consulting Engineer/Architect. Consulting Engineer/Architect specifically acknowledges receipt of a copy of the General Conditions and acceptance of the responsibilities as set forth therein.

  • Duties and functions 23.2.1 The Independent Engineer shall discharge its duties and functions substantially in accordance with the terms of reference set forth in Schedule 16. 23.2.2 The Independent Engineer shall submit regular periodic reports (at least once every month) to the Authority in respect of its duties and functions set forth in Schedule 16.

  • Position Duties and Responsibilities Place of Performance (a) Employee shall be employed and serve as the President and Chief Executive Officer of the Company (together with such other position or positions consistent with Employee’s title as the Board shall specify from time to time) and shall have such duties typically associated with such title. Subject to the foregoing, Employee also agrees to serve as an officer and/or director of the Company or any parent or subsidiary of the Company, as specified by the Board, in each case without additional compensation. Employee shall report directly and exclusively to the Board. In addition, the Company shall promptly appoint Employee to the Board and thereafter nominate Employee as a nominee for election to the Board and solicit proxies for his election for so long as he continues to serve as President and Chief Executive Officer. (b) Subject to the terms and conditions set forth in this Agreement, Employee shall devote his full business time, attention, and efforts to the performance of his duties under this Agreement and shall not engage in any other business or occupation during his employment with the Company pursuant to this Agreement, including, without limitation, any activity that (x) conflicts with the interests of the Company or its subsidiaries, (y) interferes with the proper and efficient performance of his duties for the Company, or (z) interferes with the exercise of his judgment in the Company’s best interests. Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) serving, with the prior written consent of the Board, as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses and charitable organizations, (ii) engaging in charitable activities and community affairs, and (iii) subject to the terms and conditions set forth in Section 10 hereof, managing his personal investments and affairs; provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

  • Duties and Responsibilities (a) The Auction Agent is acting solely as agent for the Company hereunder and owes no fiduciary duties to any other Person by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it, or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts.

  • Position Duties Responsibilities 3.01 It is contemplated that at all times during the Period of Employment the Executive shall continue to serve as a principal officer of the Company with the office and title of Vice President, General Counsel of the Company and continue to have duties and responsibilities commensurate with those duties and responsibilities imposed on the Executive immediately prior to the Effective Date. 3.02 During the Period of Employment the Executive shall also serve and continue to serve, if and when elected and reelected, as an officer or director, or both, of any subsidiary, division or affiliate of the Company. 3.03 Throughout the Period of Employment the Executive shall devote his full time and undivided attention during normal business hours to the business and affairs of the Company, except for reasonable vacations and except for illness or incapacity, but nothing in this Agreement shall preclude the Executive from devoting reasonable periods required for serving as a director or member of a committee of any organization involving no conflict of interest with the interests of the Company, from engaging in charitable and community activities, and from managing his personal investments, provided that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement. 3.04 The office of the Executive shall be located at the executive offices of the Company at 00000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000. The Executive shall not be required to change the current situs of his employment or residence. The Executive also shall not be required to be absent therefrom on travel status or otherwise more than a total of 60 working days in any calendar year nor more than 20 consecutive days at any one time.

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