The Company's Obligations Under This Agreement Sample Clauses

The Company's Obligations Under This Agreement. Executive shall not be ---------------------------------------------- entitled to any of the benefits of Sections 1 and 2 if the Company terminates Executive's employment or if Executive resigns under circumstances other than as specifically set forth in Sections 1 and 2. The Benefits set forth in Sections 1 and 2 constitute the sole obligations of the Company to Executive upon any termination or resignation and are in lieu of any damages or other compensation that Executive may claim under other Company policies or otherwise, except for Executive's salary which has been earned up to the date of termination or resignation, compensation for any accrued and unused vacation up to the date of termination or resignation, reimbursement for business expenses incurred up to the date of termination or resignation (in accordance with the customary policies of the Company), and any benefits that the Company is required to provide to Executive after the date of termination or resignation under COBRA or pursuant to any ERISA plans of the Company. The benefits on termination or resignation provided in this Agreement are in substitution for any severance or termination benefits otherwise available under Company policies of general application. The benefits on termination or resignation provided in this Agreement shall not be reduced by any compensation or benefits received by Executive from any subsequent employer or any other third party.
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs
The Company's Obligations Under This Agreement. Employee shall ---------------------------------------------- not be entitled to any of the benefits of sections 1 and 2 if the Company terminated Employee's employment with Cause or if Employee resigns under circumstances other than as specifically set forth in sections 1 and 2. The Benefits set forth in sections 1 and 2 constitute the sole obligations of the Company to Employee upon any termination or resignation and are in lieu of any damages or other compensation that Employee may claim under other Company policies or otherwise except for Employee's salary which has been earned up the date of termination or resignation, compensation for any accrued and unused vacation up to the date of termination or resignation, reimbursement for business expenses incurred up to the date of termination or resignation (in accordance with the customary policies of the Company), and any benefits that the Company is required to provide to Employee after the date of termination or resignation under COBRA or pursuant to any ERISA plans of the Company. The benefits on termination or resignation provided in this Agreement are in substitution for any severance or termination benefits otherwise available under Company policies of general application. The benefits on termination or resignation provided in this Agreement shall not be reduced by any compensation or benefits received by Employee from any subsequent employer or any other third party.
Sample 1Sample 2See All (4)
The Company's Obligations Under This Agreement. The benefits set forth in this Section 4 constitute the sole obligations of the Company to Executive upon any termination or resignation and are in lieu of any damages or other compensation that Executive may claim under other Company policies or otherwise, except for the following: (i) Executive’s salary which has been earned up to the date of termination or resignation, (ii) compensation for any accrued and unused vacation up to the date of termination or resignation, (iii) reimbursement for business expenses incurred up to the date of termination or resignation (in accordance with the customary policies of the Company), (iv) any benefits that the Company is required to provide to Executive after the date of termination or resignation under COBRA or pursuant to any ERISA plans of the Company, and (v) legal fees and expenses incurred by Executive as a result of such termination of employment, not to exceed $5,000. The benefits on termination or resignation provided in this Agreement are in substitution for any severance or termination benefits otherwise available under Company policies of general application.
Sample 1Sample 2Sample 3
The Company's Obligations Under This Agreement. The benefits set forth in this Section 4 constitute the sole obligations of the Company to Executive upon any termination or resignation and are in lieu of any damages or other compensation that Executive may claim under other Company policies or otherwise, except for the following: (i) Executive’s salary which has been earned up to the date of termination or resignation, (ii) compensation for any accrued and unused vacation up to the date of termination or resignation, (iii) reimbursement for business expenses incurred up to the date of termination or resignation (in accordance with the customary policies of the Company), and (iv) any benefits that the Company is required to provide to Executive after the date of termination or resignation under COBRA or pursuant to any ERISA plans of the Company. The benefits on termination or resignation provided in this Agreement are in substitution for any severance or termination benefits otherwise available under Company policies of general application.
Sample 1Sample 2Sample 3
The Company's Obligations Under This Agreement. Executive shall ---------------------------------------------- not be entitled to any of the benefits of Section 1 if the Company terminates Executive's employment or if Executive resigns under circumstances other than as specifically set forth in Section 1. The Benefits set forth in Section 1 constitute the sole obligations of the Company to Executive upon any termination or resignation and are in lieu of any damages or other compensation that Executive may claim under other Company policies or otherwise, except for Executive's salary which has been carnal up to the date of termination or resignation, compensation for any accrued and unused vacation up to the date of termination or resignation, reimbursement for business expenses incurred up to the date of termination or resignation (in accordance with the customary policies of the Company), and any benefits that the Company is required to provide to Executive after the date of termination or resignation under COBRA or pursuant to any ERISA plans of the
Sample 1Sample 2
The Company's Obligations Under This Agreement. (a) From the date hereof until the termination of this Agreement, the Company shall: (i) pay to the Consultant Compensation as specified above; (ii) hold in reserve shares of Restricted Stock equivalent to a dollar amount of $500,000.00, to be utilized to satisfy outstanding obligations with Company’s Creditors assigned to Consultant, upon successful negotiation of such settlement by consultant. (iii) provide the Consultant full and complete access to inspect and appraise its assets and operating location and will disclose and make available to the Consultant or its representatives during regular business hours, all books, agreements, papers and records relating to the financial condition, ownership and operation of the Company as shall be reasonably requested; and (iv) without the prior written consent of the Consultant, not disclose the terms of this Agreement to any third party. (b) The Company’s obligations under subsections 9(a) above shall remain in effect on an ongoing basis until the termination of this Agreement.
Sample 1
The Company's Obligations Under This Agreement. From the date hereof until the termination of this Agreement, the Company shall: (a) pay to the Consultant Compensation as specified above; (b) provide the Consultant full and complete access to inspect and appraise its assets and operating location and will disclose and make available to the Consultant or its representatives during regular business hours, all books, agreements, papers and records relating to the financial condition, ownership and operation of the Company as shall be reasonably requested; and (c) without the prior written consent of the Consultant, not disclose the work product of Consultant to any third party unless required by law.
Sample 1
AutoNDA by SimpleDocs
The Company's Obligations Under This Agreement. The benefits set forth in Paragraphs 1 and 2 constitute the sole obligations of the Company to Executive under this Agreement and are in lieu of any damages or other compensation that Executive may claim under other Company policies or otherwise, except for Executive's base salary which has been earned up to the Separation Date, compensation for any accrued and unused vacation up to the Separation Date, reimbursement for business expenses incurred up to the Separation Date (in accordance with the customary policies of the Company), and any benefits that the Company is required to provide to Executive after the Separation Date under COBRA or pursuant to any ERISA plan(s) of the Company. The benefits provided in this Agreement are in substitution for any severance or termination benefits otherwise available under Company policies of general application. The benefits provided in this Agreement shall not be reduced by any compensation or benefits received by Executive from any subsequent employer or any other third party.
Sample 1

Related to The Company's Obligations Under This Agreement

  • Conditions to Each Party’s Obligations under this Agreement The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:

  • Payments under this Agreement In the event that one party (the “Owing Party”) is required to make a payment to another party (the “Owed Party”) pursuant to this Agreement, then such payments shall be made according to this Section 7.05.

  • Termination of Company's Obligations Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

  • Termination of the Company’s Obligations When (1) the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes which have been destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled, or (2) all the Notes not theretofore canceled or delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year, whether at stated maturity or upon redemption and the Company shall deposit with the Trustee, in trust, monies and/or U.S. Government Obligations sufficient to pay at the Maturity Date or Redemption Date, as applicable, all sums which will become due with regard to all Notes theretofore authenticated (other than any Notes which shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered) and not theretofore canceled or delivered to the Trustee for cancellation, including the principal amount and interest accrued to the Maturity Date or Redemption Date, as applicable, and if the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect with respect to the Notes (except as to (i) remaining rights of registration of transfer, substitution and exchange of Notes, (ii) rights hereunder of Holders to receive payments of the principal amount, including interest due with respect to the Notes and the other rights, duties and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (iii) the rights, obligations and immunities of the Trustee under this Indenture with respect to the Notes), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel as required by Section 8.3 and at the cost and expense of the Company, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to the Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred by the Trustee, and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee, in connection with this Indenture or the Notes.

  • Conditions to Obligations of Each Party Under This Agreement The respective obligations of each party to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived, in whole or in part, to the extent permitted by applicable Law:

  • 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.

  • CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL The obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion. (A) The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company. (B) The Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor between the end of the Pricing Period and the Closing Date via a Put Settlement Sheet (hereto attached as Exhibit D). Immediately after receipt of confirmation of delivery of such Securities to the Investor, the Investor, by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company, will disburse the funds constituting the Purchase Amount. (C) The representations and warranties of the Investor shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Equity Line Transaction Documents to be performed, satisfied or complied with by the Investor on or before such Closing Date. (D) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

  • Conditions of the Company’s Obligations at Closing The obligations of the Company to each Investor under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions by that Investor:

  • Conditions of the Company’s Obligations The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

  • The Company’s Obligations 3.1 The Company undertakes that it shall: a. use all best endeavours to promote and maximise the sales of Products in accordance with this Agreement; b. sell and distribute Products in a transparent and fair manner and in compliance with Applicable Laws and good industry practice relating to the sale of goods to consumers; and c. honour and be accountable for every Product it purchases and resells. 3.2 The Authorised Reseller undertakes that it will not: a. sell any Products for less than their Face Value; b. acquire Products from any source other than through Global Village; c. sell and/or list Products, nor allow the sale and/or listing of Products, to any person or entity that the Company has reason to believe will or may re-sell Products or use Products for promotional or other commercial purposes, including but not limited to, listing the Products on any online or coupon discount distributors either directly or via its business to business reseller network, without Global Village’s prior written consent; d. offer or exploit Products in any way in connection with the solicitation of contributions or donations; e. alter, make any addition to, or tamper with, entry tickets, including to obscure or change the Face Value; f. advertise or carry anything that has any reference to gambling or sexual, salacious, racist and/or non-Islamic values, is offensive to public morals and sentiments, may create controversial issues or is not morally or legally acceptable. Where, in the opinion of Global Village, any material is to contravene this Clause 3.2(f), the Company must immediately remove, or procure the removal of, such material from display and distribution; g. use, within the UAE market, any keywords relating to or associated with any of the Park or Programme on any online search engine including but not limited to Google for the purposes of advertising or otherwise. 3.3 Without limiting any of its obligations under this Agreement, the Company shall, and shall ensure its re-sellers, notify and procure the agreement of each purchaser (and holder) of the Products that: a. the Programme and admission is reserved for families on Family Day; b. Products are single-use, non-refundable, non-transferrable and non-resaleable; c. Global Village can deny admission or remove visitors from the Park or the Programme for any reason in its sole discretion; d. Global Village can extend or cancel the Park opening during the Programme for reason; e. that the rights and remedies in respect of the promotion, sale, purchase and redemption of Products are exclusively against the Company, with no right or remedy against Global Village or its affiliates. The Company shall further promptly inform each end user of the Products of any update affecting the Programme and any facility or attraction in them which is communicated to the Company by Global Village. Under no circumstances will Global Village or its affiliates be responsible to the Company for any refunds, partial or full, if the Programme or any facility or attraction in any of the Programme or the Park is unavailable for any reason whatsoever; and f. entry into the Park and all Products are subject to Global Village’s Terms and Conditions (as stated in Schedule 2 relating to the Programme), as may be unilaterally updated by Global Village from time to time. 3.4 The Company will provide all Marketing to Global Village at its own expense. No marketing may be undertaken by the Company without the prior consent of Global Village. 3.5 The Company will ensure that their tourist packages are managed with the highest level of care, skill and diligence in accordance with best practice in the Company's industry. 3.6 The Company will ensure that the Products do not infringe the Intellectual Property Rights of Global Village or any third party. 3.7 Breach of Clause 3 shall be considered as a material breach of this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!