Continuity of Service and Performance Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement during the course of a Dispute with respect to all matters not subject to such Dispute.
Standards of Conduct Whenever the Member is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing, then the Member shall be entitled to consider only such interests and factors, including its own, as it desires, and shall have no duty or obligation to consider any other interests or factors whatsoever. To the extent that the Member has, at law or in equity, duties (including, without limitation, fiduciary duties) to the Company or other person bound by the terms of this Agreement, the Member acting in accordance with the Agreement shall not be liable to the Company or any such other person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties of the Member otherwise existing at law or in equity, replace such other duties to the greatest extent permitted under applicable law.
Excused Performance 6.1 Notwithstanding the occurrence of a Force Majeure Event, in which case Clause 17 will govern, BT will not be liable for any failure or delay to perform any of its obligations under this Agreement (including any of its obligations to meet any Service Levels) to the extent that BT’s failure or delay in performing arises as a result of:
6.1.1 any failure or delay by the Customer to perform any of the Customer’s obligations under this Agreement;
6.1.2 any act or omission other than on the part of a BT Affiliate or a subcontractor or supplier appointed by it unless that BT Affiliate, subcontractor or supplier has invoked their force majeure rights under their contract with BT; or
6.1.3 Applicable Law, a court order, an application for interlocutory relief or injunction restricting or preventing BT from supplying a Service.
Capacity and Performance (a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith.
(b) During the term hereof, and subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing.
(c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board.
(d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company.
(e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time.
(f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.
Payment and Performance Borrower will pay all amounts due under the Loan Documents in accordance with the terms thereof and will observe, perform and comply with every covenant, term and condition expressed or implied in the Loan Documents. Borrower will cause each other Restricted Person to observe, perform and comply with every such term, covenant and condition.
Continued Performance The Contractor and Contractor Parties shall continue to Perform their obligations under the Contract while any dispute concerning the Contract is being resolved.
Portfolio Expense and Performance Data The Trust shall provide such data regarding each Portfolio’s expense ratios and investment performance as the Company shall reasonably request, to facilitate the registration and sale of the Variable Contracts. Without limiting the generality of the forgoing, the Trust shall provide the following Portfolio expense and performance data on a timely basis to facilitate the Company’s preparation of its annually updated registration statement for the Variable Contracts (and as otherwise reasonably requested by the Company), but in no event later than 10 calendar days after the close of each Portfolio’s fiscal year:
(a) The gross “Annual Portfolio Company Expenses” for each Portfolio calculated in accordance with Item 3 of Form N-1A, before any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 16 to Item 4 of Form N-4, and (ii) Instruction 4(a) to Item 4 of Form N-6);
(b) The net “Annual Portfolio Company Expenses” (aka “Total Annual Fund Operating Expenses”) for each Portfolio calculated in accordance with Item 3 of Form N-1A, that include any expense reimbursements or fee waiver arrangements (and in accordance with (i) Instruction 17 to Item 4 of Form N-4, (ii) Instruction 4 to Item 17 of Form N-4, (iii) Instruction 4(b) to Item 4 of Form N-6, and (iv) Instruction 4 to Item 18 of Form N-6), and the period for which the expense reimbursements or fee waiver arrangement is expected to continue and whether it can be terminated by the Portfolio (or Fund); and
(c) The “Average Annual Total Returns” for each Portfolio (before taxes) as calculated pursuant to Item 4(b)(2)(iii) of Form N-1A (for the 1, 5, and 10 year periods, and in accordance with (i) Instruction 7 to Item 17 of Form N-4, and (ii) Instruction 7 to Item 18 of Form N-6).
Strict Performance Failure by any party to this Contract to insist in any one or more cases upon the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any such term, covenant, condition, or provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the parties hereto.
Human and Financial Resources to Implement Safeguards Requirements The Borrower shall make available necessary budgetary and human resources to fully implement the EMP and the RP.
Payment and Performance Bond Prior to the execution of this Contract, City may require Contractor to post a payment and performance bond (Bond). The Bond shall guarantee Contractor’s faithful performance of this Contract and assure payment to contractors, subcontractors, and to persons furnishing goods and/or services under this Contract.
