Best Efforts/Full-time Executive will expend Executive's best efforts on behalf of Company, and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of Company at all times. Executive shall devote Executive's full business time and efforts to the performance of Executive's assigned duties for Company, unless Executive notifies the Chief Executive Officer in advance of Executive's intent to engage in other paid work and receives the Chief Executive Officer's express written consent to do so.
Transition Period Due to the nature of our purchasing process, the District often requires an existing service provider to continue to provide goods and/or services while the District is in the process of advertising, evaluating, and awarding a contract for the provision of the same goods and/or services in the future. To accommodate this process, the Contractor shall agree to maintain the same terms and conditions set forth in this Agreement for a period up to ninety (90) days after the automatic termination of this Agreement at the end of its term, if requested by the District, as a transition period. In addition, if the Contractor is not the successful bidder for a future solicitation for the same or similar services, he or she shall agree to provide the same goods and/or services provided in this Agreement for a period up to ninety (90) days to allow for an orderly transition to the new provider. The District and the Contractor may mutually agree to a longer transition period.
Additionally each Guarantor, jointly and severally, unconditionally and irrevocably, guarantees the payment of any and all Guaranteed Obligations of the Borrower to the Creditors whether or not due or payable by the Borrower upon the occurrence in respect of the Borrower of any of the events specified in Section 9.05 of the Credit Agreement, and unconditionally and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Creditors, or order, on demand, in lawful money of the United States.
Consulting Period In the event that, during the Employment Term and prior to a Change of Control of the Company (as defined under the Option Plan), Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Constructive Termination, and at the time of such termination the Company is actively engaged in substantive negotiations (and has conducted more than preliminary due diligence investigations) with respect to a transaction that, if consummated, would result in a Change of Control of the Company, then Executive agrees to continue to serve the Company and its Subsidiaries and Affiliates as a consultant for a period of 12 months following such termination of Executive’s employment and the Employment Term (the “Consulting Period”). In such role, Executive will advise the Chief Executive Officer of the Company on such matters as the Chief Executive Officer shall reasonably request (including advising on strategic matters and working with the Chief Executive Officer towards the successful completion of a Change in Control of the Company), shall meet with the Board periodically as requested by it, and shall assume such other responsibilities as the Executive and the Company’s Chief Executive Officer or the Board shall mutually agree. Executive shall not be required to provide such consulting services in any Company office or to maintain any specified or minimum office hours, but agrees to make himself reasonably available to the Company in connection with such consulting services. As consideration for such consulting services, Executive shall continue to vest in Executive’s then unvested Stock Options in accordance with the normal vesting schedule during the period of continuous service (i.e., with the period of consultancy being treated as “continuous services” for purposes of the Stock Options, and with the potential for accelerated vesting in connection with a Change of Control during the Consulting Period,), Executive shall be paid a per diem amount for his consulting services, and Executive shall be promptly reimbursed for travel, food, lodging and other out-of pocket expenses reasonably incurred by Executive in performing such services, in each case on terms mutually agreed to by the Executive and the Company’s Chief Executive Officer or the Board. If the Change of Control occurs prior to the end of such 12 month period, then the Consulting Period shall terminate immediately following the effective date of the Change of Control.
INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State unless he has a fixed base regularly available to him in the other Contracting State for the purpose of performing his activities. If he has such a fixed base, the income may be taxed in the other State but only so much of it as is attributable to that fixed base. 2. The term "professional services" includes especially independent scientific, literary, artistic, educational or teaching activities as well as the independent activities of physicians, lawyers, engineers, architects, dentists and accountants.
Advice of the Fund and Service Providers If ALPS is in doubt as to any action it should or should not take, ALPS may request directions, advice, or instructions from the Fund or, as applicable, the Fund’s investment adviser, custodian, or other service providers.
Service Period The Service Period of this Agreement is for 1 year in respect of the unit and starts on the Start Date as defined in the Terms and Conditions, or, in the case of an extension of renewal of the provision of Support Services, starts on the date of payment of the Charges.
General Services JHSS shall be responsible for administering and/or performing the customary services of a transfer agent and dividend disbursing agent; acting as service agent in connection with dividend and distribution functions; and for performing shareholder account and administrative agent functions in connection with the issuance, transfer and redemption or repurchase (including coordination with the Custodian) of Shares of each Fund, as more fully described in Schedule 1 - Duties of JHSS attached hereto and made part hereof, and in accordance with the terms of the Prospectus and Statement of Additional Information of the Fund, applicable laws and the procedures established from time to time between the Fund and JHSS.
Insiders’ NASD Affiliation Based on questionnaires distributed to such persons, except as set forth on Schedule 2.18.4, no officer, director or any beneficial owner of the Company's unregistered securities has any direct or indirect affiliation or association with any NASD member. The Company will advise the Representative and its counsel if it learns that any officer, director or owner of at least 5% of the Company's outstanding Common Shares is or becomes an affiliate or associated person of an NASD member participating in the offering.
Long Term Occasional Teachers or teachers hired in term positions, shall be eligible for the SEB as described herein for a maximum of eight (8) weeks with the length of the benefit limited by the term of the assignment. Teachers on daily casual assignments are not entitled to the benefits outlined in this article.