Exclusive Performance of Duties Sample Clauses

Exclusive Performance of Duties. While employed by the Corporation, Executive agrees that Executive shall devote substantially all of Executive’s business time and best efforts solely and exclusively to the performance of Executive’s duties hereunder and to the business and affairs of the Corporation, whether such business is operated directly by the Corporation or through any affiliate of the Corporation. Executive further agrees that while employed by the Corporation, Executive will not, directly or indirectly, provide services on behalf of any competing corporation, company, limited liability company, partnership, joint venture, consortium, or other competing entity or person, whether as an employee, consultant, independent contractor, agent, sole proprietor, partner, joint venturer, creditor, corporate officer or director; nor shall Executive acquire by reason of purchase during the term of Executive’s employment with the Corporation the ownership of more than one percent (1%) of the outstanding equity interest in any such competing entity. For purposes of this Agreement, a “competing” entity is one engaged in any of the businesses in which the Corporation is engaged during Executive’s employment with the Corporation, which includes without limitation: (i) dry and canned pet food and pet snacks business in the United States and Canada, (ii) specialty pet food business conducted worldwide, (iii) ambient tuna business in North America, (iv) other ambient seafood business involving products marketed in North America, (v) retail private label soup and retail private label gravy businesses in the United States, (vi) broth business in the United States, (vii) infant feeding business in the United States, and (viii) the manufacture and sale of processed fruits and vegetables, pineapple products and tomato products in the United States and South America (the “Businesses”). Subject to the foregoing, Executive may serve on boards of directors of non-competing unaffiliated corporations, subject to advance approval by the CEO, and may serve on the boards of charitable organizations.
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Exclusive Performance of Duties. While employed by the Company, Executive agrees that he shall devote substantially all of his business time and best efforts solely and exclusively to the performance of his duties hereunder and to the business and affairs of the Company, whether such business is operated directly by the Company or through any affiliate of the Company. Executive further agrees that while employed by the Company, he will not, directly or indirectly, provide services on behalf of any competing corporation, limited liability company, partnership, joint venture, consortium, or other competing entity or person, whether as an executive, consultant, independent contractor, agent, sole proprietor, partner, joint venturer, creditor, corporate officer or director; nor shall Executive acquire by reason of purchase during the term of his employment with the Company the ownership of more than one percent (1%) of the outstanding equity interest in any such competitive entity. For purposes of this Section 1(c) and this Agreement, a "competing" entity is one engaged in the business of the manufacture and sale of processed fruits and vegetables, pineapple products and tomato products and each other business in which the Company is engaged during Executive's employment with the Company. Subject to the foregoing, Executive may serve on boards of directors of non-competing unaffiliated corporations, subject to advance approval by the Board, and may serve on the boards of charitable organizations.
Sample 1Sample 2
Exclusive Performance of Duties. While employed by the Company, Executive agrees that Executive shall devote substantially all of Executive’s business time and efforts to the performance of Executive’s duties hereunder and to the business and affairs of the Company, whether such business is operated directly by the Company or through any affiliate of the Company. Executive further agrees that while employed by the Company and for a period of one (1) year thereafter (the “Restricted Period”), Executive will not, directly or indirectly, provide services on behalf of any competing corporation, company, limited liability company, partnership, joint venture, consortium, or other competing entity or person, whether as an employee, consultant, independent contractor, agent, sole proprietor, partner, joint venturer, creditor, corporate officer or director; nor shall Executive acquire, directly or indirectly, by reason of purchase during the Restricted Period the ownership of more than one percent (1%) of the outstanding equity interest in any such competing entity. For purposes of this Agreement, a “competing” entity during the Employment Period is one materially engaged in any of the material businesses in which the Company is engaged during Executive’s employment with the Company, which includes without limitation: (i) dry and canned pet food and pet snacks business in the United States and Canada, (ii) specialty pet food businesses conducted worldwide and (iii) the retail coffee, consumer foods, food service and natural foods businesses conducted worldwide, and after the Employment Period is one that would be a competing entity if the determination were made immediately prior to the employment termination date and the entity is one that is set forth in a letter from the Company to Executive delivered simultaneously herewith. Notwithstanding the foregoing, Executive shall not be prevented from (A) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for -profit companies, (B) participating in charitable, civic, educational, professional, community or industry affairs, and (C) managing Executive’s passive personal investments so long as such activities, in the aggregate, as reasonably determined in good faith by the Company, do not materially interfere or conflict with Executive’s duties hereunder or create a potential business or fiduciary conflict. If the Company determines that Executive’s activities materially interfere or co...
Sample 1
Exclusive Performance of Duties. While employed by the Company, Executive agrees that Executive shall devote substantially all of Executive’s business time and best efforts solely and exclusively to the performance of Executive’s duties hereunder and to the business and affairs of the Company, whether such business is operated directly by the Company or through any affiliate of the Company. Executive further agrees that while employed by the Company, Executive will not, directly or indirectly, provide services on behalf of any competing corporation, company, limited liability company, partnership, joint venture, consortium, or other competing entity or person, whether as an employee, consultant, independent contractor, agent, sole proprietor, partner, joint venturer, creditor, corporate officer or director; nor shall Executive acquire by reason of purchase during the term of Executive’s employment with the Company the ownership of more than one percent (1%) of the outstanding equity interest in any such competing entity. For purposes of this Agreement, a “competing” entity is one engaged in any of the businesses in which the Company is engaged during Executive’s employment with the Company, which includes without limitation: (i) dry and canned pet food and pet snacks business in the United States and Canada, (ii) specialty pet food business conducted worldwide, (iii) broth business in the United States, and (iv) the manufacture and sale of processed fruits and vegetables, pineapple products and tomato products in the United States and South America (the “Businesses”). Subject to the foregoing, Executive may serve on the board of directors of Nautilus, Inc., a fitness equipment company (NYSE) and Avedro, Inc. a private start-up company in vision correction, and may serve on the boards of charitable, civic or educational organizations.
Sample 1

Related to Exclusive Performance of Duties

  • 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.

  • PERFORMANCE OF DUTY 25.1 The Employer and the Union acknowledge that this Agreement provides, through the Grievance Procedure contained therein, for an orderly settlement of grievances or disputes which may arise between the parties. Accordingly, the parties agree that the public interest requires the uninterrupted performance of all University services and to this end pledge to prevent or eliminate any conduct contrary to that objective. Therefore, during the life of this Agreement there shall be no work stoppage or any other form of concerted job action by employees in the bargaining units, nor will the Union authorize or condone such activity in form. 25.2 Should the employees engage in any unauthorized concerted action, a Joint Labor/Management Committee shall immediately convene and shall continue to meet until the dispute is settled, and the employees involved shall immediately return to work and continue working. Any employee who refuses to perform his/her work may be subject to disciplinary action. 25.3 There will be no strike or lockout regarding any matters pertaining to the contents of this Agreement. 25.4 Any action of the Employer in closing the University during any unauthorized concerted action, riot, or civil disturbance for the protection of the institution, its property, or its employees shall not be deemed a lockout. 25.5 Employees covered by this Agreement who would engage in any prohibited activity as defined above shall be subject to disciplinary action by the Employer, including discharge.

  • Exclusive Nature of Duties The Distributor shall be each Fund's exclusive representative to act as principal underwriter and distributor of its Shares, except that: (a) Each Fund may, upon written notice to the Distributor, from time to time, designate other principal underwriters and distributors of Shares with respect to areas other than the United States as to which the Distributor may have expressly waived in writing its right to act as such. If such designation is deemed exclusive, the right of the Distributor under this Agreement to sell Shares in the areas so designated shall terminate, but this Agreement shall remain otherwise in full effect until terminated in accordance with the other provisions hereof. (b) The exclusive rights granted to the Distributor to purchase Shares from each Fund shall not apply to Shares issued in connection with the merger or consolidation of any other investment company or personal holding company with a Fund or a Fund's acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding Shares of any such company. (c) Such exclusive rights also shall not apply to Shares issued by a Fund pursuant to reinvestment of dividends or capital gains distributions. (d) Such exclusive rights also shall not apply to Shares of any class issued by a Fund pursuant to any conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other Shares as shall be agreed between the Fund and the Distributor from time to time.

  • Acceptance and Performance of Duties under Serviced Appointments With respect to each Serviced Appointment of Xxxxx Bank, the Bank Assets Purchaser hereby accepts its engagement as Servicer and agrees to perform and discharge all Serviced Duties consistent with the terms hereof. With respect to each Serviced Appointment of Xxxxx Trust Company, the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3) hereby accepts its engagement as Servicer and agrees to perform and discharge all Serviced Duties consistent with the terms hereof. On the terms and subject to the conditions set forth herein, including Article 8, effective as of the Closing, the Purchasers agree to discharge and perform when due the Assumed Servicing Liabilities.

  • 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: (1) The acts or omissions of any agent appointed pursuant to Instructions of the Fund or its investment advisor including, but not limited to, any broker-dealer or other entity to hold any Assets of the Fund as collateral or otherwise pursuant to any investment strategy. (2) The title, genuineness or validity of the issue of any Securities purchased by the Series, the legality of the purchase thereof, or the propriety of the amount paid therefor; (3) The legality of the sale of any Securities by the Series or the propriety of the amount for which the same are sold; (4) The legality of the issue or sale of any Shares, or the sufficiency of the amount to be received therefor; (5) The legality of the redemption of any Shares, or the propriety of the amount to be paid therefor; (6) The legality of the declaration or payment of any distribution of the Series; or (7) The legality of any borrowing for temporary administrative or emergency purposes.

  • Extent of Duties Each Agent shall only be obliged to perform the duties set out herein and such other duties as are necessarily incidental thereto. No Agent shall:

  • Absence of Duties The Subordination Agent shall have no duty to see to any recording or filing of this Agreement or any other document, or to see to the maintenance of any such recording or filing.

  • Specific Duties Manager’s duties include the following:

  • Nature of Duties of Agent The Agent shall have no duties or responsibilities except those expressly set forth in this Credit Agreement. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Credit Agreement a fiduciary relationship in respect of any Lender; and nothing in this Credit Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Credit Agreement except as expressly set forth herein.

  • Employee Duties The Employee agrees that they will act in accordance with this Agreement and with the best interests of the Employer in mind, which may or may not require them to present the best of their skills, experience, and talents, to perform all the duties required of the position. In carrying out the duties and responsibilities of their position, the Employee agrees to adhere to any and all policies, procedures, rules, regulations, as administered by the Employer. In addition, the Employee agrees to abide by all local, county, State, and Federal laws while employed by the Employer.

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