of Company. The Board believes it is imperative to diminish the inevitable distraction of Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage Employee's full attention and dedication to Company currently and in the event of any threatened or pending Change of Control, and to provide Employee with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of Employee will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused Company to enter into this Agreement.
of Company. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
of Company. 7.1 During the term of this Agreement Executive shall devote substantially all of his time, attention, and best efforts to the business of Company and its subsidiaries. Executive shall perform such duties and shall exercise such power and authority as delegated by the Board from time to time provided that such duties are commensurate with the positions of Chairman of the Board and Chief Executive Officer. Executive may engage in other non-business activities such as charitable, educational, religious and similar types of activities so long as such activities do not prevent the performance of Executive's duties herein or conflict in any material way with the business of Company. Notwithstanding the above, Executive shall be permitted to serve as a Director or Trustee of other organizations, in accordance with the policies of Company.
of Company. COMPANY represents and warrants to BUYER as follows:
of Company. The Company agrees that so long as the Commitment is outstanding or there remains any obligation of Company or any Company Subsidiary to be paid or performed hereunder or under any Note, Company shall:
of Company. The Company agrees that so long as there remains any obligation of Company or any Company Subsidiary to be paid or performed hereunder or under any Note, Company shall not, either directly or indirectly, without the prior written consent of Bank:
of Company. Company agrees to do each of the following:
of Company. Company represents and warrants to iStream: (i) all warranties Company is deemed by the Laws and Rules to make with respect to Entries originated by Company; (ii) all information submitted to iStream by and concerning Company is true and complete and, to the extent applicable, reflects in all material respects the business, financial condition, and principal partners, owners, or officers of Company;
of Company. In addition to other indemnification and liability provisions elsewhere in this ACH Agreement, Company will be liable for, hold harmless and indemnify iStream and Bank from and against all claims, damages, losses and expenses (individually or collectively, “Losses”) reasonably incurred by iStream or Bank to the extent arising from or in connection with (i) Entries or matters pertaining to the ACH Services received by Company including without limitation (a) Entry cancellation or amendment, (b) error detection or inconsistencies, (c) failing to comply with any established credit or exposure limits, (d) returned Entries or other Losses incurred by iStream or Bank after it sends an ACH File to the clearing agent, or, (e) any action taken or omitted by iStream or Bank in reasonable reliance upon information provided by Company; and (ii) Company’s or a Related Entity’s (w) wrongful act(s), responsibilities under this ACH Agreement, receipt of ACH Services, or, failure to comply with the Security Procedures, (x) current, former, addition of or termination of ACH Representatives, employees, agents or Third Parties, (y) breach of its representations, warranties and covenants set forth herein, or (z) failure to comply with the Laws and Rules.
of Company. Employee agrees that the decision as to whether to award a Bonus and the percentage amount thereof will be made by the Compensation and will be based solely upon the criteria they set.
