Fiduciary Duties and Applicable Laws Sample Clauses

Fiduciary Duties and Applicable Laws. For purposes of clarification and notwithstanding anything (express or implied) to the contrary contained in this Agreement, the parties hereby expressly affirm and it is hereby understood, acknowledged and agreed that all covenants, agreements and undertakings of the parties set forth in this Agreement (including those contained in Sections II.1 through II.7, inclusive, of this Agreement) are subject to (i) the requirements of applicable law (including, as it relates to ADG, the fiduciary duties of the Board and Nominating Committee as determined in good faith by the Board and the Nominating Committee in consultation with and upon the advice of counsel); (ii) the Company’s currently existing corporate governance policies, practices codes and procedures as specified in its published organizational and constituent instruments, Board committee charters and SEC filings (including with respect to Board composition and director nominations), and (iii) the corporate governance regulations and criteria of AMEX; provided, however, that the Company hereby represents and warrants that the Board has unanimously determined, in consultation with and upon the advice of counsel, that this Agreement and the transactions contemplated hereby are in the best interests of the Company and its stockholders. The Company further represents and warrants that, after consultation with and upon the advice of counsel, it is not aware of any reason why the matters set forth in clauses (i)-(iii) of the immediately preceding sentence would prevent full compliance with the covenants, agreements and undertakings set forth in this Agreement. In the event that the Company attempts to rely on this Section II.8 in order to avoid compliance with any covenant, agreement or undertaking set forth in this Agreement, it shall notify Xxxxxx Xxxxxxx in writing as to the specific violation of applicable law or regulation that would prevent the Company’s compliance with any provision of this Agreement, at which time the provisions of Section III.1.a of this Agreement shall no longer apply and shall be null and void, ab initio, with no further action by any party.
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Related to Fiduciary Duties and Applicable Laws

  • Fiduciary Duties and Prohibited Transactions Neither the Company nor, to the knowledge of the Company, any plan fiduciary or party in interest (as such terms are defined in Section 3(21) and 3(14) of ERISA) of any Welfare Plan or Pension Plan has engaged in any transaction in violation of Sections 404 or 406 of ERISA or any "prohibited transaction," as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code, or has otherwise violated the provisions of Part 4 of Title I, Subtitle B of ERISA. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Welfare Plan or Pension Plan (or other employee benefit plan subject to ERISA) and has not been assessed any civil penalty under Section 502(i) or Section 502(l) of ERISA.

  • Fiduciary Duties Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

  • Duties and Reporting Relationship During the Term, the Executive shall, on a full time basis, use his skills and render services to the best of his ability in supervising and conducting the operations of the Company.

  • Other Rights; Fiduciary Duties The Series A Preferred Units and the Series A Holders shall not have any designations, preferences, rights, powers or duties, other than as set forth in this Agreement or as provided by applicable law. Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the fullest extent permitted by applicable law, neither the General Partner nor any other Indemnitee shall owe any duties or have any liabilities to Series A Holders, other than the implied contractual covenant of good faith and fair dealing.

  • Duties and Responsibilities of Custodian A. Delivery of Assets ------------------ Fund will deliver or cause to be delivered to Custodian on the effective date of this Agreement, or as soon thereafter as practicable, and from time to time thereafter, all portfolio securities acquired by it and monies then owned by it (except as permitted by the Investment Company Act of 1940) or from time to time coming into its possession during the time this Agreement shall continue in effect. Custodian shall have no responsibility or liability whatsoever for or on account of securities or monies not so delivered. All securities so delivered to Custodian (other than bearer securities) shall be registered in the name of Fund or its nominee, or of a nominee of Custodian, or shall be properly endorsed and in form for transfer satisfactory to Custodian.

  • No Fiduciary Duties The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions contemplated by this Agreement.

  • DUTIES AND RESPONSIBILITIES OF FMFS FMFS shall perform all of the customary services of a transfer agent and dividend disbursing agent, and as relevant, agent in connection with accumulation, open account or similar plans (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to:

  • Responsibilities and Duties (a) As President and Chief Executive Officer, the Executive shall serve under the board of directors of the Corporation and will perform all duties and will have all powers associated with these positions, as set forth in any job description provided to the Executive by the Corporation or as may be set forth in the bylaws of the Corporation. In addition, the Executive shall be responsible for establishing the business objectives, policies and strategic plans of the Corporation. The Executive shall report directly to the board of directors of the Corporation.

  • Duties and Responsibilities of Manager During the Term of this Agreement, subject to the provisions of Section 3.1, Manager shall provide, in exchange for the Management Fee described herein, all such services as are necessary and appropriate for the day-to-day administration and management of Provider’s business in a manner consistent with good business practice, including, without limitation, those services set forth in this Article 2.

  • General Duties and Responsibilities As an officer of each of the EMPLOYERS, the EMPLOYEE shall perform the duties and responsibilities customary for such office to the best of his ability and in accordance with the policies established by the Boards of Directors of the EMPLOYERS and all applicable laws and regulations. The EMPLOYEE shall perform such other duties not inconsistent with his position as may be assigned to him from time to time by the Boards of Directors of the EMPLOYERS; provided, however, that the EMPLOYERS shall employ the EMPLOYEE during the TERM in a senior executive capacity without diminishment of the importance or prestige of his position.

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