REASONS FOR THIS AGREEMENT Sample Clauses

REASONS FOR THIS AGREEMENT. The Company has identified Executive as an individual with significant skills and experience critical to the business of the Company. In view of the significant and growing demand for executive talent, the potential impact on the Company's executives of the transformational changes occurring within our industry and company, and the need to ensure continuity of the Company's senior management team, the Company desires to provide Executive through this Agreement with certain incentives to remain in the Company's employment. This Agreement is also designed to provide additional motivation for meeting the Company's goals and objectives, to address potential long term employment concerns of Executive, and to impose certain reasonable restrictions on Executive's activities designed to protect the Company's interests should Executive's employment terminate. Executive acknowledges that the Company and Company Affiliates shall disclose or make available Confidential Information and Trade Secrets to Executive that could be used by Executive to the Company's or Affiliated Companies' detriment. In addition, in connection with his employment, Executive shall develop important relationships and contacts with employees valuable to the Company and Affiliated Companies. Executive further acknowledges that Sections 7, 8, 9, and 10 of this Agreement are fair and reasonable, enforcement of the provisions of this Agreement will not cause him undue hardship, and the provisions of this Agreement are reasonably necessary and commensurate with the need to protect the Company and Affiliated Companies and their business interests and property from irreparable harm.
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REASONS FOR THIS AGREEMENT. The Post Parties have identified Executive as an individual with significant skills and experience critical to the business of the Post Parties. In view of the significant and growing demand for executive talent and the need to ensure continuity of Post's senior management team, the Post Parties desire to provide Executive through this Agreement with certain incentives to remain in the Post Parties' employment. This Agreement is also designed to provide additional motivation for meeting the Post Parties' goals and objectives, to address potential long term employment concerns of Executive, and to impose certain reasonable restrictions on Executive's activities designed to protect the Post Parties' interests should Executive's employment terminate. Executive acknowledges that the Post Parties and Post Affiliates shall disclose or make available Confidential Information and Trade Secrets to Executive that could be used by Executive to the Post Parties' or Post Affiliates' detriment. In addition, in connection with his employment, Executive shall develop important relationships and contacts with employees valuable to the Post Parties and Post Affiliates. Executive further acknowledges that Sections 7, 8, 9 and 10 of this Agreement are fair and reasonable, enforcement of the provisions of this Agreement will not cause him undue hardship, and the provisions of this Agreement are reasonably necessary and commensurate with the need to protect the Post Parties and Post Affiliates and their business interests and property from irreparable harm.
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REASONS FOR THIS AGREEMENT. 1. Your employment with the Bank ends at the end of the work day on [insert date].
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REASONS FOR THIS AGREEMENT. I acknowledge and agree that, as a result of the nature of the Company’s business and the nature of my position with the Company, I have been given and will have access to and learn Confidential Information, as defined below. I acknowledge that if the Company’s management believed that such information would be disclosed to outsiders or used in competition with the Company, or if management believed that my relationship with the Company’s employees or customers would be used to the detriment of the Company, Company management would not share such information and promote such relationships with me, and my performance and employment opportunities would thereby suffer. I acknowledge that this Agreement is not intended and should not be construed to alter or amend the “at will” nature of my employment relationship, but rather that the provisions listed below are necessary and reasonable for the protection of the Company’s business, including its good will, its relationships with customers, its Confidential Information and its financial investment in me.
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REASONS FOR THIS AGREEMENT. The Company recognizes the valuable services that the Executive has rendered and continues to render to the Company and its Affiliated Companies. On behalf of itself, its Affiliated Companies and its shareholders, the Company desires to encourage the Executive's continued service and dedication in the performance of the Executive's duties, and attention to the business and affairs of the Company and its Affiliated Companies, notwithstanding the possibility, threat or occurrence of a change in control. The Company believes that it is in the best interests of the Company and its shareholders to minimize the distractions, risks and uncertainties for the Executive which may be expected to arise in connection with a change in control by providing assurances to the Executive that the Executive will not be materially disadvantaged by a change in control.
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REASONS FOR THIS AGREEMENT. 1. The Bank has employed Executive as its Executive Vice President, Chief Financial Officer; and
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REASONS FOR THIS AGREEMENT. During Executive's relationship with the Company, Executive has learned, will learn, or has or will have access to, important proprietary information related to the operations and business of Forward Air Corporation and its subsidiaries and affiliates (collectively, the "Company's Business"). Executive acknowledges that the proprietary customer, operations, financial, and business information that has been or will be learned or accessible has been and will be developed through the Company's expenditure of substantial effort, time and money; and together with relationships developed with customers and employees, could be used to compete unfairly with the Company. The Company's ability to sell its products on a competitive basis depends, in part, on its proprietary information and customer relationships, and the Company would not share this information, provide training or promote Executive's relationship with customers if the Company believed that it would be used in competition with the Company, which non-disclosure would cause Executive's performance and opportunities to suffer. Further, the value of the Company to any potential buyer will be based in part upon the restrictive covenants and commitments contained herein. In consideration of employment or continued employment and other valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and Executive agree:
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REASONS FOR THIS AGREEMENT. Company has identified Executive as an individual with significant skills and experience critical to the business of Company. In view of the significant and growing demand for executive talent and the potential impact on Company’s executives of the transformational changes occurring within its industry and businesses, Company desires to provide Executive through this Agreement with certain incentives to remain in Company’s employment. This Agreement is also designed to address potential long-term employment concerns of Executive and to impose certain reasonable restrictions on Executive’s activities designed to protect Company’s interests should Executive’s employment terminate. Executive has been employed by Company and its Affiliated Companies since 1997 and during his tenure, has served in a variety of senior capacities. Executive assumed his current position as Company’s Chief Financial Officer on January 1, 2006. In this capacity, Executive is responsible for all financial matters and investor relations for Company and reports to Company’s Chairman and Chief Executive Officer. Executive’s previous position was Senior Vice President–Finance and Controller, in which he had responsibility for Company’s corporate financial planning as well as being the Company’s principal accounting officer. Prior to 2005, Executive’s positions with Company included Vice President–Finance and Controller, Vice President–Finance, Chief Financial Officer–Domestic Operations and Controller, Vice President–Finance and Supply Chain Management, President-BellSouth Exchange Services and Vice President and Controller. Executive acknowledges that Company and Affiliated Companies have disclosed or made available and in the future will disclose and make available Confidential Information to Executive which could be used by Executive to Company’s or Affiliated Companies’ detriment. In addition, in connection with his employment, Executive has developed and in the future will develop important relationships and contacts with employees valuable to Company and Affiliated Companies. Executive further acknowledges that the covenant not to compete and other restrictive covenants in this Agreement are fair and reasonable, that enforcement of the provisions of this Agreement will not cause him undue hardship, and that the provisions of this Agreement are reasonably necessary and commensurate with the need to protect Company and Affiliated Companies and their business interests and property fr...
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Related to REASONS FOR THIS AGREEMENT

  • Authority for this Agreement Each of Parent and Purchaser has all requisite entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser have been duly and validly authorized by all necessary entity action on the part of each of Parent and Purchaser, and no other entity proceedings on the part of Parent and Purchaser are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Stockholders, constitutes a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to the Enforceability Limitations.

  • Severability of this Agreement If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

  • Persons Having Rights under this Agreement Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

  • Notice of Breaches of Representations and Warranties under this Agreement The Borrower shall, upon receipt of notice or discovery thereof, promptly notify the Administrative Agent if any representation or warranty set forth in Section 4.01 or Section 4.02 was incorrect at the time it was given or deemed to have been given and at the same time deliver to the Collateral Agent and the Administrative Agent a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent in the manner set forth in the preceding sentence before any Cut-Off Date of any facts or circumstances within the knowledge of the Borrower which would render any of the said representations and warranties untrue at the date when such representations and warranties were made or deemed to have been made.

  • Confidentiality of this Agreement Participant agrees to keep confidential the terms of this Agreement, unless and until such terms have been disclosed publicly other than through a breach by Participant of this covenant. This provision does not prohibit Participant from providing this information on a confidential and privileged basis to Participant’s attorneys or accountants for purposes of obtaining legal or tax advice or as otherwise required by law.

  • Interest Under This Agreement Anything herein to the contrary notwithstanding, to the extent one Company (“Indemnitor”) makes a payment of interest to another Company (“Indemnitee”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee (includible in income to the extent provided by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

  • Applicability of this Agreement The terms and conditions of this Agreement shall be applicable to any offering of securities ("Securities"), whether pursuant to a registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), or exempt from registration thereunder, in respect of which Xxxxxxx Xxxxx Xxxxxx Inc. (acting for its own account or for the account of any underwriting or similar group or syndicate) is responsible for managing or otherwise implementing the sale of the Securities to selected dealers ("Selected Dealers") and has expressly informed you that such terms and conditions shall be applicable. Any such offering of Securities to you as a Selected Dealer is hereinafter called an "Offering". In the case of any Offering where we are acting for the account of any underwriting or similar group or syndicate ("Underwriters"), the terms and conditions of this Agreement shall be for the benefit of, and binding upon, such Underwriters, including, in the case of any Offering where we are acting with others as representatives of Underwriters, such other representatives.

  • ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

  • Authorization and Validity of this Agreement This Agreement and each of the Transactional Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto (other than SKYC), enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. Each of the Shareholders and FDH has all requisite legal capacity to execute and deliver this Agreement and the Transactional Agreements to which he or she is a party, and to perform its, his or her obligations hereunder and thereunder. The execution and delivery by FDH and each Shareholder of this Agreement and the Transaction Agreements (to the extent either is a party thereto), and the consummation of the transactions contemplated herein and therein (the “Transactions”) have been authorized by all necessary corporate or other action on the part of FDH and each of the Shareholders. This Agreement and the Transaction Agreements have been duly executed and delivered by the parties thereto (other than SKYC).

  • Validity of this Agreement It shall not (i) permit the validity or effectiveness of this Agreement or any grant of Collateral hereunder to be impaired, or permit the Lien of this Agreement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenant or obligation with respect to this Agreement and (ii) except as permitted by this Agreement, take any action that would permit the Lien of this Agreement not to constitute a valid first-priority perfected security interest (subject to Permitted Liens) in the Collateral.

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