Employment Duties and Acceptance 1.1 Effective as of the consummation of the Gifted Time Transaction, the Company hereby agrees to the employment of Executive as its Chief Executive Officer, and Executive hereby accepts such employment on the terms and conditions contained in this Agreement. During the term of this Agreement, Executive shall make himself available to the Company to pursue the business of the Company subject to the supervision and direction of the Board of Directors of the Company (the “Board” or “Board of Directors”).
1.2 The Board may assign Executive such general management and supervisory responsibilities and executive duties for the Company as are appropriate and commensurate with Executive’s position as Chief Executive Officer of the Company and would otherwise be consistent in stature and prestige with the responsibilities of a Chief Executive Officer.
1.3 Executive accepts such employment and agrees to devote substantially all of his business time, energies and attention to the performance of his duties hereunder and as an executive officer or director of subsidiaries of the Company; provided, however, that Executive may continue to be actively involved in educational and civic activities to the extent that such activities do not materially detract from the reasonable performance of his duties (such material detraction to be evidenced by a resolution approved by the majority of the Board and a written notice to Executive, in which event Executive shall have one hundred and twenty (120) days to reduce the level of such activities in a reasonable manner). The Company recognizes the value to it of Executive’s continued involvement in these activities taken on behalf of the Company and will reimburse Executive for reasonable expenses incurred by him in connection with such activities. Nothing herein shall be construed as preventing Executive from (i) making and supervising investments on a personal or family basis (including trusts, funds and investment entities in which Executive or members of his family have an interest) and (ii) serving on the Board of Directors of not more than five corporations involved primarily in “for profit” business activities; provided, however, that these activities do not materially interfere with the performance of his duties hereunder or violate the provisions of Section 4.4 hereof.
Employment and Acceptance During the Term (as defined in Section 1.2), the Company shall employ the Executive, and the Executive shall accept such employment and serve the Company, in each case, subject to the terms and conditions of this Agreement.
Engagement; Acceptance The Issuer engages Xxxxxxx Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuer. Xxxxxxx Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement.
Appointment and Acceptance The Trust hereby appoints JNLD as distributor of the Shares of the Funds set forth on Schedule A on the terms and for the period set forth in this Agreement, and JNLD hereby accepts such appointment and agrees to render the services and undertake the duties set forth herein.
Testing and Acceptance Within […***…] after RFM’s delivery of the IC Design File to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, unless the IC Design is accepted during such notice period.
ACKNOWLEDGEMENT AND ACCEPTANCE (a) In accepting the Performance Shares, the Participant acknowledges and agrees: (i) that the Plan is discretionary in nature and may be amended, cancelled, suspended or terminated by the Company at any time; (ii) that the grant of Performance Shares does not create any contractual or other right to receive future grants of Performance Shares or any right to continue an employment or other relationship with the Company (for the vesting period or otherwise); (iii) that the Participant remains subject to discharge from such relationship to the same extent as if the Performance Shares had not been granted; (iv) that all determinations with respect to any such future grants, including, but not limited to, when and on what terms they shall be made, will be at the sole discretion of the Committee; (v) that participation in the Plan is voluntary; (vi) that the value of the Performance Shares is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract if any; and (vii) that the Performance Shares are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar benefits.
(b) If the Participant does not want to accept the Performance Shares on the terms and conditions set out in this Agreement, the Plan and/or any related documents, the Participant may choose the “Decline” button. The Performance Shares will then be cancelled and no other benefit will be due to the Participant in lieu thereof. If Participant does not “Decline” the Performance Shares within thirty (30) days from the Grant Date, the Participant shall be deemed to have accepted the Performance Shares and shall be deemed to have agreed to the terms and conditions set out in this Agreement, the Plan, Exhibit A, the Addendum (as applicable) and/or any related documents.
(c) Neither the grant of the Performance Shares, nor the issuance of Shares in settlement of the Performance Shares, will give the Participant any right to be retained in the employ or service of the Company or any of its subsidiaries, affect the right of the Company or any of its Subsidiaries, to discharge (as may otherwise be permitted under local law) or discipline the Participant at any time, or affect any right of the Participant to terminate his or her Employment at any time.
(d) The grant of the Performance Shares under the Plan is a one-time benefit and does not create any contractual or other right to receive Performance Shares or benefits in lieu of Performance Shares in the future. The terms of future Performance Shares, if any, will be determined by the Committee in its sole discretion, including, but not limited to, the form and timing of such Award, the number of Shares subject to the Performance Shares, and the vesting provisions applicable to the Performance Shares.
(e) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
(f) The grant of Performance Shares is not intended to be a public offering of securities in the Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Performance Shares is not subject to the supervision of the local securities authorities.
(g) It is the Participant’s express intent that this Agreement, Exhibit A, the Addendum, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. If the Participant has received this Agreement, Exhibit A, the Addendum, the Plan or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.
(h) As a condition to the Performance Shares, the Participant agrees to repatriate all payments attributable to the Shares and/or cash acquired under the Plan in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant also agrees to take any and all actions, and consents to any and all actions taken by the Company and any affiliate or subsidiary, as may be required to allow the Company and any affiliates of subsidiaries to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different).
Inspection and Acceptance Cisco may reject any or all of the Work which does not conform to the applicable requirements within 10 business days of Supplier’s delivery of the Work. At Cisco’s option, Cisco may (i) return the non- conforming Work to Supplier for a refund or credit; (ii) requires Supplier to replace the non-conforming Work; or (iii) repair the non-conforming Work so that it meets the requirements. As an alternative to (i) through (iii), Cisco may accept the non-conforming Work conditioned on Supplier providing a refund or credit in an amount Cisco reasonably determines to represent the diminished value of the non-conforming Work. Cisco’s payment to Supplier for Work prior to Xxxxx’s timely rejection of such Work as non- conforming will not be deemed as acceptance by Xxxxx.
Engagement of Services Company may issue Project Assignments to Contractor in the form attached to this Agreement as Exhibit A (Project Assignment). A Project Assignment will become binding when both parties have signed it and once signed, Contractor will be obligated to provide the services as specified in such Project Assignment. The terms of this Agreement will govern all Project Assignments and services undertaken by Contractor for Company.
Administrative and Accounting Services The Administrator shall provide the Fund with regulatory reporting, fund accounting and related portfolio accounting services, all necessary office space, equipment, personnel, compensation and facilities (including facilities for Shareholders' and Directors' meetings) for handling the affairs of the Portfolios and such other services as the Administrator shall, from time to time, determine to be necessary to perform its obligations under this Agreement. In addition, at the request of the Fund's Board of Directors, the Administrator shall make reports to the Fund's Directors concerning the performance of its obligations hereunder including such activities as are set forth on Exhibit A hereto, as amended by agreement of the parties from time to time. Without limiting the generality of the foregoing, the Administrator, under the supervision of the Fund's Board of Directors, shall: o calculate Fund expenses and control all disbursements for the Fund, and as appropriate, compute the Fund's yields, total return, expense ratios, portfolio turnover rate and, if required, portfolio average dollar-weighted maturity; o assist outside Fund counsel with preparation of prospectuses, statements of additional information, registration statements and proxy materials; o prepare such reports, applications and documents (including reports regarding the sale and redemption of shares as may be required in order to comply with Federal and state securities law) as may be necessary or desirable to register the Fund's shares with state securities authorities, monitor sale of Fund shares for compliance with state securities laws, and file with the appropriate securities authorities the registration statements and reports for the Fund and the Fund's shares and all amendments thereto, as may be necessary or convenient to register and keep effective the Fund and the Fund's shares with state securities authorities to enable the Fund to make a continuous offering of its shares; o prepare communications to shareholders, including the annual and semi-annual reports to shareholders, coordinate mailing prospectuses, notices, proxy statements, proxies and other reports to Fund shareholders, and supervise and facilitate the solicitation of proxies solicited by the Fund for all shareholder meetings, including the tabulation process for shareholder meetings; o prepare, negotiate, and administer contracts on behalf of the Fund with, among others, the Fund's distributor, subject to any approvals or reapprovals by the Fund's Board of Directors required by applicable law or Board procedures; o maintain the Fund's general ledger and prepare the Fund's financial statements, including expense accruals and payments, determine the net asset value of the Fund's assets and of the Fund's shares, and provide for the payment of dividends and other distributions to shareholders; o calculate performance data of the Fund and the Portfolios for dissemination to information services covering the investment company industry; o coordinate and supervise the preparation and filing of the Fund's tax returns; o examine and review the operations and performance of the various organizations providing services to the Fund or any Portfolio directly or on a subcontracted basis as provided for herein and, at the request of the Fund's Board of Directors, report to the Board on the performance of such organizations; o provide for and coordinate the layout and printing of publicly disseminated prospectuses and the Fund's semi-annual and annual reports to shareholders; o provide internal legal and administrative services as requested by the Fund from time to time; o provide for and coordinate the design, development, and operation of the Fund, including new portfolio and class investment objectives, policies and structure; o provide individuals reasonably acceptable to the Fund's Board of Directors for nomination, appointment, or election as officers of the Fund, who will be responsible for the management of certain of the Fund's affairs as determined by the Fund's Board of Directors; o advise the Fund and its Board of Directors on matters concerning the Fund and its affairs;
Assignment and Acceptance The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.