Transition and Advisory Services Sample Clauses

Transition and Advisory Services. During the period from the Retirement Date through December 31, 2019, Executive shall make himself reasonably available as Special Advisor to the successor to Executive’s CEO role to provide such assistance and cooperation to Company to ensure an orderly transition of Executive’s responsibilities to his successor and to assist such other assistance as may be requested by his successor regarding historical Company information (the “Transition Services”). At all times that Executive is providing any Transition Services, Executive agrees and understands that as part of his provision of the Transition Services, Executive may receive Trade Secret and Confidential Information as those terms is defined in Section 12. Executive further agrees that the terms of Section 12 will apply to any Trade Secret or Confidential Information to which Executive gains access to as part of his provision of the Transition Services.
Sample 1
AutoNDA by SimpleDocs
Transition and Advisory Services. You and the Company mutually agree that you hereby resign from your current role as President and Chief Operating Officer of the Company effective as of January 31, 2024 (the “Separation Date”) and then transition to serve as a consultant advisor to the Company from the Separation Date through February 29, 2024 (the “Advisory Period”) in light of changing business needs and the elimination of your role. Effective as of the Separation Date, you will cease to serve as an employee and officer of the Company. During the Advisory Period, you agree that you will (i) provide such consulting and advisory services as may be reasonably requested by the Company’s Board of Directors (the “Board”) or Chief Executive Officer, and (ii) use your reasonable best efforts to advance the interests of the Company and facilitate the successful transition of your authority, duties and/or responsibilities to your successor (the “Advisory Services”). 2.
Sample 1
Transition and Advisory Services. (a) For the period from the Resignation Date through March 15, 2019, Xx. Xxxxx shall provide to the Company transition and advisory services ( the “Services”), as reasonably requested by the Chief Executive Officer, or such other individuals as the Company may designate. The Services shall include assisting at the express direction of the Chief Executive Officer or his designee with financial reporting, financing matters, strategic planning, investor relations and business development activities, including participating on behalf of the Company in a one-week business trip to Korea. Xx. Xxxxx’x fulfillment of his obligations to the Company under this Section 3 will not require the Xx. Xxxxx’x full business time.
Sample 1
Transition and Advisory Services. (a) For the period from the Resignation Date through November 30, 2019, Executive shall provide to the Company transition and advisory services (the “Services”), as reasonably requested by the Chief Executive Officer, or such other individuals as the Company may designate. The Services shall include assisting at the express direction of the Chief Executive Officer or his designee with activities related to the transition of duties as chief executive officer. Executive’s fulfillment of his obligations to the Company under this Section 3 will not require the Executive’s full business time and attention.
Sample 1
Transition and Advisory Services. During the one year period commencing on the Retirement Date, Executive shall perform his duties as a Special Advisor to the Chairman and the Chief Executive Officer by making himself reasonably available to provide such assistance and cooperation to the Company, and its senior management team (including any interim or permanent successor Chief Executive Officer of the Company) as the Company and Executive shall reasonably agree upon in order to: (i) assist the Board and the Company in the search process and selection of Executive’s successor and in transitioning Executive’s former responsibilities to his successor and (ii) represent the Company, at the Company’s expense, as Company Spokesman/Thought Leader at designated conferences, meetings or other events as agreed with the Company’s successor chief executive officer or the Chairman of the Board (collectively the “Transition Services”). Executive agrees, and the Company acknowledges, that the Executive’s performance of the Transition Services shall take place during normal business hours, shall not exceed an average of twenty (20) hours per week, including travel, and shall be subject to Executive’s availability. To assist Executive in his performance of the Transition Services, the Company will provide Executive with (i) dedicated office space and a parking space in its Chicago office, to the extent the Company continues to maintain a Chicago office, (ii) access to the Company’s email system and (iii) such data and materials to the extent necessary to perform the Transition Services requested by the Company. The Company will identify Xxxxxx Xxxxxxx, SVP of Industry Insights, as Executive’s initial point of contact for providing such data and materials for the Transition Services. On and after the Retirement Date, Executive will keep any computer or tablet device provided by the Company for his use, which will be Executive’s property thereafter; provided however, that the Company will delete any Company information, both confidential and nonconfidential, from such devices upon the termination of Executive’s duties as Special Advisor to the Chairman and the Chief Executive Officer. At all times that Executive is providing any Transition Services hereunder, Executive shall not be acting as an employee of the Company. Executive agrees and understands that as part of his provision of the Transition Services, Executive may receive “Confidential Information” as that term is defined in Section 2 of the At-Will...
Sample 1

Related to Transition and Advisory Services

  • Sub-Advisory Services (a) The Sub-Adviser shall, subject to the supervision and oversight of the Adviser, manage the investment and reinvestment of such portion of the assets of the Fund, as the Adviser may from time to time allocate to the Sub-Adviser for management (the “Sub-Advised Assets”). The Sub-Adviser shall manage the Sub-Advised Assets in conformity with (i) the investment objective, policies and restrictions of the Fund set forth in the Trust’s prospectus and statement of additional information relating to the Fund, as they may be amended from time to time, any additional policies or guidelines, including without limitation compliance policies and procedures, established by the Adviser, the Trust’s Chief Compliance Officer, or by the Trust’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (iii) the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the Sub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Sub-Advised Assets as though the Sub-Advised Assets constituted the entire Fund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Fund, other than the Sub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the Adviser, effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

  • Advisory Services The Advisor shall act as investment advisor for the Funds and shall, in such capacity, supervise all aspects of the Funds' operations, including the investment and reinvestment of cash, securities or other properties comprising the Funds' assets, subject at all times to the policies and control of the Board of Trustees. The Advisor shall give the Trust and the Funds the benefit of its best judgment, efforts and facilities in rendering its services as investment advisor.

  • Subadvisory Services In its capacity as subadviser to the Fund, the Subadviser shall have the following responsibilities:

  • Investment Sub-Advisory Services Sub-Adviser shall serve as investment sub-adviser and shall supervise and direct the investments of each series of Penn Series listed on Exhibit A attached hereto (each, a “Fund”), as such Exhibit may be amended by mutual agreement of the parties hereto, and to exercise all rights incidental to ownership in accordance with the investment objectives, program and restrictions applicable to the Fund as provided in Penn Series’ Prospectus and Statement of Additional Information (“SAI”), as amended from time to time, and such other limitations as may be imposed by law or as Penn Series or Adviser may impose with notice in writing to Sub-Adviser. To enable Sub-Adviser to fully exercise its discretion, Adviser hereby appoints Sub-Adviser as agent and attorney-in-fact for the Fund with full power and authority to buy, sell and otherwise deal in securities and contracts for the Fund. No investment will be made by Sub-Adviser for the Fund if the investment would violate the investment objectives, investment restrictions or limitations of the Fund set out in the Prospectus and the SAI delivered to the Sub-Adviser and as may be amended and delivered to Sub-Adviser in the future. Sub-Adviser shall not take custody of any assets of Penn Series, but shall issue settlement instructions to the custodian designated by Penn Series (the “Custodian”). Sub-Adviser shall, in its discretion, obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in the discharge of its obligations hereunder and shall formulate and implement a continuing program for the management of the assets and resources of the Fund in a manner consistent with the investment objectives of the Fund. In furtherance of this duty, Sub-Adviser, as agent and attorney-in-fact with respect to Adviser and Penn Series, is authorized, in its discretion and without prior consultation with Adviser or Penn Series, to:

  • Investment Advisory Services The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

  • Acquisition and Advisory Fees The fees payable to the Advisor pursuant to Section 3.01(b).

  • PROVISION OF INVESTMENT SUB-ADVISORY SERVICES The Sub-Advisor shall have the sole and exclusive responsibility for the making of all investment decisions for the Portfolio, including purchase, retention and disposition of securities, and shall take such action as may be necessary to implement the same. The Sub-Advisor shall make such decisions in accordance with the fundamental policies, investment objectives, and investment restrictions of the Fund as set forth in the Prospectus, as from time to time amended, and in the Investment Guidelines attached hereto as Exhibit A (the “Guidelines”), subject to the supervision and review of the Advisor and the Board of Trustees. For the purpose of complying with Rule 10f-3(a)(6)(ii), Rule 12d3-1(c)(3)(ii), Rule 17a-10(a)(2) and Rule 17e-1(d)(2) under the 1940 Act, the Sub-Advisor hereby agrees that: (i) with respect to transactions in securities or other assets for the Fund, it will not consult with any other sub-advisor to the Fund, or with any sub-advisor that is principal underwriter for the Fund or an affiliated person of such principal underwriter; (ii) with respect to transactions in securities or other assets for the Fund, it will not consult with any sub-advisor to a separate series of the Trust for which the Advisor serves as investment advisor, or with any sub-advisor the Fund that is a principal underwriter to the Fund or an affiliated person of such principal underwriter; and (iii) its responsibility in providing investment advisory services to the Fund shall be limited solely to that portion of the Fund’s portfolio designated by the Advisor. The Sub-Advisor will, at its own expense:

  • Non-Investment Advisory Services The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Fund’s expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Consulting Services During the term of this Agreement, the Consultant shall provide consulting services and assistance with respect to the construction of the senior housing facility owned and/or operated by the Company.

Time is Money Join Law Insider Premium to draft better contracts faster.