Services to Be Provided by Executive Sample Clauses

Services to Be Provided by Executive. At the Effective Time of the Merger, Executive shall be appointed to serve as Vice Chairman of the Board of Bank. Executive shall have such duties and responsibilities as are commensurate with such position, including promoting the products and services of Corporation and Bank to the customer base of Century and its subsidiaries, maintaining relationships and soliciting business with such former customers, general customer and employee relations, public relations, assisting in strategic planning and the full development of the potential of the strategic combination contemplated in the Merger Agreement, assisting in the smooth and orderly transition of management and employees from Century and its subsidiaries to Corporation and Bank, and such other services and duties 102 consistent with the forgoing as maybe reasonably assigned to him from time to time by the Board of Directors of Bank or Corporation. Executive hereby accepts and agrees to the above-described services subject to the general supervision and pursuant to the orders, advice and direction of the Board of Directors of either Bank or Corporation. In addition to the foregoing, Executive shall be elected to the Board of Directors of Corporation as provided in Section 7.14 of the Merger Agreement.
Sample 1
Services to Be Provided by Executive. (a) Position and Responsibilities. Executive’s services hereunder will commence as of the Effective Date. Subject to the Agreement’s terms, Executive agrees to serve the Company as its CPO. Executive shall have the duties and privileges customarily associated with executives occupying the role of CPO, and Executive shall perform all reasonable acts customarily associated with such roles, or necessary and/or desirable to protect and advance the best interests of the Company. Executive will report to the Chief Executive Officer (“CEO”). Executive agrees to devote substantially all of his business time to the business of the Company (except as provided below).
Sample 1
Services to Be Provided by Executive. (a) Position and Responsibilities. Executive's services hereunder will commence as of the Execution Date. Subject to the Agreement's terms, Executive agrees to serve the Company as its COO, and also as its CFO until such time as the Company hires a full-time CFO. Executive will function as the Company's operational and financial lead, with Marketing, Technology, Customer Service, Business Development, Operations, Human Resources, Finance, and all other departments and functions (with the exception of the Company's product team) reporting to Executive. The parties acknowledge that Executive's Finance responsibilities may be reassigned upon the Company's hiring of a full-time CFO. Executive shall have the duties and privileges customarily associated with executives occupying the roles of COO and CFO, and Executive shall perform all reasonable acts customarily associated with such roles, or necessary and/or desirable to protect and advance the best interests of the Company, including without limitation, signing the Company's financial statements during such time period in which Executive functions as the Company's CFO. Executive will report directly and solely to the Company's Chief Executive Officer.
Sample 1
Services to Be Provided by Executive. All references to Chief Strategy Officer are hereby amended to read Chief Executive Officer.
Sample 1
Services to Be Provided by Executive. (a) Position and Responsibilities. Executive’s services hereunder will commence as of the Execution Date. Subject to the Agreement’s terms, Executive agrees to serve the Company as its CFO. Executive shall have the duties and privileges customarily associated with executives occupying the role of CFO, and Executive shall perform all reasonable acts customarily associated with such roles, or necessary and/or desirable to protect and advance the best interests of the Company. Executive will report to the Chairman of the Board of Directors. Executive agrees to devote up to 30 hours per week to the business of the Company (except as provided below).
Sample 1
Services to Be Provided by Executive. During the period from the date hereof until the Resignation Date, Executive shall continue to perform the duties of Chief Executive Officer and President of the Company as directed by the Board of Directors. During that period, Executive agrees to assist with an orderly transfer of his responsibilities. Executive's continued employment by the Company as Special Advisor shall begin on the first day following the Resignation Date and shall terminate on the Employment Termination Date. During his employment as Special Advisor, Executive shall devote his full time and attention during normal business hours to such duties as the Chief Executive Officer of the Company may assign to him from time to time; provided, that those duties shall not be of a nature that would not be assigned to a member of the Company's management and shall not be more burdensome in scope or nature, including but not limited to required travel, if any, than those duties formerly performed by Executive for the Company. As Special Advisor, Executive shall be an officer and employee of the Company, but shall not be authorized to bind the Company to any agreement without the express authorization of the Chief Executive Officer.
Sample 1
Services to Be Provided by Executive. (a) Position and Responsibilities. Executive’s services hereunder will commence as of the Execution Date. Subject to the Agreement’s terms, Executive agrees to serve the Company as its President, COO & Chairman. Executive shall have the duties and privileges customarily associated with executives occupying the role of President, COO & Chairman, and Executive shall perform all reasonable acts customarily associated with such roles, or necessary and/or desirable to protect and advance the best interests of the Company. Executive will report to the Board. Executive agrees to devote substantially all his business time to the business of the Company (except as provided below).
Sample 1
Services to Be Provided by Executive 
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Related to Services to Be Provided by Executive

  • SERVICES TO BE PROVIDED (a) Unless otherwise agreed by the Parties in writing, (1) each NeighborCare Service Provider shall be required to perform the Services in good faith and at a standard of performance that is substantially similar in all material respects to the manner and timeliness in which such Services were performed for ElderCare and its subsidiaries prior to the Distribution Date, and each ElderCare Service Provider shall be required to perform the Services in good faith and at a standard of performance that is substantially similar in all material respects to the manner and timeliness in which such Services were performed for NeighborCare and its subsidiaries prior to the Distribution Date, and (2) each NeighborCare Service Recipient or ElderCare Service Recipient (each, when relevant, a "Service Recipient") shall use the Services solely for substantially the same purposes and in substantially the same manner (including as to volume, amount, level, or frequency, as applicable) as the services had been used by the business of the applicable Service Recipient prior to such date. In no event shall the scope of a Service required to be performed hereunder exceed that described on Schedule 1 and Schedule 2 hereof, unless otherwise agreed by the Parties in writing. Each NeighborCare Service Provider and each ElderCare Service Provider (as applicable, a "Service Provider") shall act under this Services Agreement solely as an independent contractor and not as an agent of any ElderCare Service Recipient or NeighborCare Service Recipient, as applicable. (b) Each Party shall use its good-faith efforts, and agrees to provide such assistance as may be reasonably requested by any Service Recipient, to assist the other with the development of transition plans to assure a smooth and orderly transition, and shall use its reasonable good-faith efforts to reduce or eliminate its and its Service Recipients' dependency on the Services no later than the end of the term of such Service. (c) If it is necessary for any Service Provider to increase staffing or acquire equipment or make any investments or capital expenditures to accommodate an increase in the use of any Service beyond the level of use of such Service prior to the Distribution Date as a result of an increase in volume of the business or a change in the manner in which the business is being conducted, such Service Provider shall inform the Service Recipient in writing of such increase in staffing level, equipment acquisitions, investments or capital expenditures before any such cost or expense is incurred. Upon mutual agreement of the Parties acting in good faith as to the necessity of any such increase, the Service Recipient shall advance to the relevant Service Providers an amount equal to the actual costs and expenses to be incurred in connection therewith. If such mutual agreement is not reached, the Service Provider's obligation to provide or cause to be provided such Service shall be limited to the level of use of such Service then in effect. (d) If, by virtue of any termination or reduction of any Services as contemplated by Article IV hereof, it becomes desirable for any Service Provider to terminate any employee(s) who participated in the provision of such Services, the Parties shall negotiate in good faith such that the applicable Service Recipient shall pay an appropriate portion of the costs associated with such termination. (e) If it is necessary for any Service Provider to increase staffing or acquire equipment or make any investments or capital expenditures or otherwise absorb or incur incremental expenses in order to provide any Service as a result of changes arising from or as a result of the Spin-Off and related transactions, including the internal restructuring and changes in or transfers of personnel, upon mutual agreement of the Parties acting in good faith as to the necessity of any such increase, NeighborCare or ElderCare, as the case may be, shall reimburse the Service Provider, within 5 business days upon receipt of a written invoice, an amount equal to the actual costs and expenses incurred by the Service Provider in connection therewith. If such mutual agreement is not reached, the Service Provider's obligation to provide or cause to be provided such Service shall be limited to the level of use of such Service prior to the Distribution Date; provided, that if such level cannot be provided by such Service Provider without any increase in investment or expenditure, the applicable Service Provider shall provide the highest level of Service which can be provided on a commercially reasonable basis without any increase in investment or expenditure. (f) The Parties will use good-faith efforts to reasonably cooperate with each other in all matters relating to the provision and receipt of Services. Such cooperation shall include seeking or applying for all consents, licenses or approvals necessary to permit each party to perform its obligations hereunder. The Parties will, for a period of six years after the Distribution Date, maintain documentation supporting the information contained in the Schedules and cooperate with each other in making such information available as needed, subject to appropriate confidentiality requirements, in the event of any tax audit or litigation.

  • Breach by Executive Executive is obligated under this Agreement to render services of a special, unique, unusual, extraordinary, and intellectual character, which give this Agreement particular value. The loss of these services cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to other remedies provided by law or this Agreement, Employer shall have the right during the Term and any period of non-competition governed by this Agreement, to seek injunctive relief against breach or threatened breach of this Agreement by Executive or the performance of services, or threatened performance of services, by Executive in violation of this Agreement, or both. This Section is not meant to limit the damages the Employer may pursue and is not meant to be an exhaustive list of the relief available to the Employer.

  • Representations by Executive Executive warrants that Executive is legally competent to execute this Agreement and that Executive has not relied on any statements or explanations made by the Company or its attorneys. Executive acknowledges that Executive has been afforded the opportunity to be advised by legal counsel regarding the terms of this Agreement, including the Release. Executive acknowledges that Executive has been offered at least 21 days to consider this Agreement. After being so advised, and without coercion of any kind, Executive freely, knowingly, and voluntarily enters into this Agreement. Executive acknowledges that Executive may revoke this Agreement within seven days after Executive has signed this Agreement and acknowledges understanding that this Agreement shall not become effective or enforceable until seven days after Executive has signed this Agreement (the “Effective Date”), as evidenced by the date set forth below Executive’s signature on the signature page hereto. Any revocation must be in writing and directed to [_______________]. If sent by mail, any revocation must be postmarked within the seven-day period described above and sent by certified mail, return receipt requested.

  • By Executive Executive may terminate his employment at any time, for any reason, upon giving Notice of Termination.

  • SERVICES TO BE RENDERED 2.1 Either party, by giving the other party sufficient notice, may reserve for periods of one or more days or weeks, such electric power (herein called "Short Term Power") as the supplying party at that time may have and is willing to supply as Short Term Power. The party asked to supply Short Term Power shall be the sole judge as to the amounts and periods that it has electric power available that may be reserved by the other party as Short Term Power. As used herein, the term "week" shall mean any seven consecutive days.

  • Services to be Performed DFA hereby employs, subject to approval by the Board of Trustees of the Trust and supervision by DFA, DFA Australia to furnish, at DFA Australia’s expense, the services described below with respect to the ETF Fund: a. DFA Australia shall have the authority and responsibility to select brokers or dealers to execute purchases and sales of eligible securities for the ETF Fund. Such authority and responsibility shall include, without limitation, (i) providing investment and ancillary services for DFA and determining the best and most efficient means of purchasing and selling such portfolio securities in order to receive best price and execution, and (ii) allocating trades among brokers and dealers, including any affiliate of the Trust or of any investment advisor or affiliate thereof, subject to Section 17 of the Investment Company Act of 1940, as amended (the “1940 Act”). In carrying out its obligations hereunder, DFA Australia will act with a view to the ETF Fund’s objectives, as set forth in the Trust’s registration statement, and otherwise communicated to DFA Australia by DFA, including the objectives of receiving best price and execution for portfolio transactions and of causing as little price fluctuation as possible. DFA Australia shall not receive any commission or rebate from any broker or dealer to whom it allocates trades nor shall it receive any commission from DFA based upon the allocation of trades. DFA will advise DFA Australia of changes in the Trust’s Agreement and Declaration of Trust, By-Laws, and registration statement, and any objectives not appearing therein, as they may be relevant to DFA Australia’s performance under this Agreement. DFA will furnish to DFA Australia reports on cash available for investment and needed for redemption payments. DFA shall be responsible to the Board of Trustees of the Trust for the preparation of schedules of securities eligible for purchase and sale by the ETF Fund (“execution schedules”), and shall prepare such schedules on at least a semi-annual basis, it being understood that DFA may consult with DFA Australia in connection therewith, and may delegate to DFA Australia the preparation of such schedules. On at least a semi-annual basis, DFA will review the ETF Fund’s holdings, make, itself or in consultation with DFA Australia, any necessary adjustments to the execution schedules, and review the securities trading process and executions. DFA Australia is authorized to have orders executed for more or fewer shares than set forth on the execution schedules when market conditions and other factors permit or require, provided that such variances from the execution schedules are within the parameters agreed to by DFA, from time to time, or in specific cases. DFA Australia shall report the results of all trading activities and all such other information relating to portfolio transactions for the ETF Fund as DFA may reasonably request, on a daily basis to DFA and any other entity designated by DFA, including, without limitation, the custodian of the Trust. DFA Australia shall review and coordinate its agency trading and execution strategies, practices, and results with DFA as frequently as reasonably requested. b. DFA Australia shall maintain, and periodically review with DFA and the Trust, policies and procedures necessary to ensure the effectiveness of on-line communications systems between DFA Australia, DFA, and the Trust. c. DFA Australia shall periodically provide DFA with data concerning the international markets, and it shall maintain and provide to DFA current financial information with respect to specific international securities on the execution schedules. DFA Australia shall also furnish DFA with advice and information regarding securities of international companies and shall provide DFA with such recommendations in connection with the investment therein by the ETF Fund as DFA Australia shall deem necessary and advisable in light of the investment objective and policies of the ETF Fund.