Officers Partners Sample Clauses

Officers Partners. EMPLOYEES AND COMPENSATION. Schedule 2.2.26 lists (i) the GMT, (ii) the AMT, (iii) the "Key Employees" who, for purposes of this Agreement are Xxxxx Xxxxxx, Test Engineering Group Leader, Xxx Xxxxxx, Principal Engineer, Xxxx Xxxxxxxxx, Staff Engineer and Xxxx Xxxxxx, Staff Engineer, and (iv) any Shareholder who is an employee of Avtech and not included in any of the above groups, together with the total salary, bonus payments, fringe benefits and perquisites each received in each of the 3 fiscal years ended September 30, 1997, changes to the foregoing which have occurred since September 30, 1997, and the professional background of each Key Employee for the last 5 years to the best of the knowledge of the Principal Shareholders. There are no other material forms of compensation paid by Avtech to any of the persons named in (i) through (iv) above. The provisions for wages and salaries accrued on the March 31, 1998 Balance Sheet are adequate for salaries and wages, including accrued vacation pay, for the period up through the date thereof, and Avtech has accrued on its books and records all obligations for wages and salaries and other compensation to its employees, including, 12
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Officers Partners. EMPLOYEES AND COMPENSATION. Schedule 2.2.26 sets forth the name of all directors, partners and officers of AI, their respective terms of office, the total salary, bonus payments, fringe benefits and perquisites each received in each of the last 3 fiscal years ended December 31, 1996, and changes to the foregoing which have occurred since December 31, 1996; such Schedule also lists and describes the current base salary, bonus payments, fringe benefits and perquisites of any other employee, agent or representative of AI whose total current salary, bonus or other compensation exceeds $50,000 annually during any of the last 3 fiscal years ended December 31, 1996, and changes to the foregoing since December 31, 1996. There are no other material forms of compensation paid to any such director, officer or employee of AI. The provisions for wages and salaries accrued on the September 30, 1997 Balance Sheet are adequate for salaries and wages, including accrued vacation pay, for the period up through the date thereof, and AI has accrued on its books and records all obligations for wages and salaries and other compensation to its employees, including, but not limited to, vacation pay and sick pay, and all commissions and other fees payable to agents, salesmen and representatives. AI will file any and all payroll tax returns due through the Closing Date and pay or reserve on the Closing Date Balance Sheet all payroll taxes due for any and all AI employees. Except as set forth on Schedule 2.2.26, AI has not become obligated, directly or indirectly, to any shareholder, director, officer or partner of AI or any member of their families, except for current liability for employment compensation. Except as set forth on Schedule 2.2.26, no shareholder, director, officer, partner, agent or employee of AI holds any position or office with or has any financial interest, direct or indirect, in any supplier, customer or account of, or other outside business which has transactions with AI. AI, nor, any third party, has taken any action with respect to any shareholder, director, officer, partner, employee or representative of AI to attempt to induce or which would influence any such person not to become associated with DAH from and after the Closing Date or from serving DAH in a capacity similar to the capacity presently held. To the best of the knowledge of the Shareholders, no employee of AI has a present intention to leave the employ of AI or has taken any action directed towar...
Officers Partners 

Related to Officers Partners

  • Trustees, Officers, etc The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust in advance of the final disposition or any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided that (a) such Covered Person shall provide security for his or her undertaking, (b) the Trust shall be insured against losses arising by reason of such Covered Person's failure to fulfill his or her undertaking, or (c) a majority of the Trustees who are disinterested persons and who are not "interested persons" (as that term is defined in the Investment Company Act of 1940, as amended) (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

  • – UNION COMMITTEES AND REPRESENTATIVES 6.01 The Employer will recognize the following: (a) Two (2)

  • Liability for directors, officers or employees You acknowledge and agree not to make any claim personally against any employee, director or officer arising out of the work and services provided under these Terms of Business. This clause does not in any way limit or affect our liability to you as set out below.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a director, officer or employee of the Adviser is or becomes a Trustee, officer and/or employee of the Fund and acts as such in any business of the Fund pursuant to this Agreement, then such director, officer and/or employee of the Adviser shall be deemed to be acting in such capacity solely for the Fund, and not as a director, officer or employee of the Adviser or under the control or direction of the Adviser, although paid by the Adviser.

  • Officers and Trustees No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the 1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules and regulations of the Commission promulgated under the Advisers Act (the “Advisers Act Rules and Regulations”). Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement to either of them), no trustee of the Fund is (A) an “interested person” (as defined in the 0000 Xxx) of the Fund or (B) an “affiliated person” (as defined in the 0000 Xxx) of any Underwriter.

  • COMMITTEES AND REPRESENTATIVES C-1 The parties agree that nurse representatives and committee members as provided for in Article 6, may be from either the full-time or part-time Bargaining Unit, and shall represent both Bargaining Units. It is understood that the total number of nurses as nurse representatives or committee members shall not exceed the following:

  • Business Partners Red Hat has entered into agreements with other organizations (“Business Partners”) to promote, market and support certain Software and Services. When Client purchases Software and Services through a Business Partner, Red Hat confirms that it is responsible for providing the Software and Services to Client under the terms of this Agreement. Red Hat is not responsible for (a) the actions of Business Partners, (b) any additional obligations Business Partners have to Client, or (c) any products or services that Business Partners supply to Client under any separate agreements between a Business Partner and Client.

  • Partners If the Partnership declines to purchase said ownership interest under said notice period, each Partner shall jointly and severally be given a first right of refusal within days’ notice to purchase the ownership interest under the same terms and conditions agreed upon by the potential buyer. If more than one (1) Partner agrees to purchase, they shall be obligated to share the terms of the purchase equally.

  • Directors; Officers From and after the Effective Time, (a) the directors of Merger Sub serving immediately prior to the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be, and (b) the officers of Merger Sub serving immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

  • Union Officers Employees hereafter elected or appointed to full­ time Union office shall be granted a leave of absence without loss of sen­ iority but without accumulating seniority during the period of the leave of absence.

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