Xxxxxxxxxx Services. (a)During the term of this Management Services Agreement, SMMI will provide management services to BMET USA to enable the BMET Parties to perform exploration and development work in respect of the Property in the manner contemplated in the Option Agreement (the "Management Services") including, but not limited to:
Xxxxxxxxxx Services. Commencing on the Effective Date, the Company hereby retains Consultant, and Consultant xxxxxx agrees to perform consulting services for the Company as set forth on Schedule A, as well as other services as may be requested from time to time by Company and accepted by Consultant (the "Services"). The specific nature and amount of the Services shall be as determined by the Company during the term of this Agreement. Consultant shall only devote such time as is described in Schedule A attached hereto to perform Services and shall render the Services at such times as may be mutually agreed upon by Consultant and the Company. Consultant will perform Services, and provide the results thereof, with the highest degree of professional skill and expertise. Consultant may use the assistance of other individuals only with the prior written consent of the Company. Except as otherwise provided in Schedule A, Consultant will be free of control and direction from the Company ( other than general oversight and control over the results of the Services), and will have exclusive control over the manner and means of performing the Services, including the choice of place and time. Consultant will provide, at Consultant's own expense, a place of work and all equipment, tools and other materials necessary to complete the Services; however, to the extent necessary to facilitate performance of the Services, the Company may, in its discretion, make certain of its equipment or facilities available to Consultant at Consultant's request. While on the Company's premises, Consultant agrees to comply with the Company's then-current access rules and procedures, including those related to safety, security and confidentiality. Consultant agrees and acknowledges that Consultant has no expectation of privacy with respect to the Company's telecommunications, networking or information processing systems (including email messages and voice messages) and that Consultant's activities, including the sending or receiving of any files or messages, on or using those systems may be monitored, and the contents of such files and messages may be reviewed and disclosed, at any time, without notice.
Xxxxxxxxxx Services. During the term hereof, Manager shall, at its own cost and to the extent not directly provided by Partnership for its own account as mutually agreed by Partnership and Manager, (i) advise and consult with Partnership regarding all aspects of the ownership, development, and operation by Partnership of the Properties, (ii) provide (or cause to be provided) management, technical expertise, and other services necessary to permit Partnership to participate in drilling xxxxx, installing facilities, and the other activities contemplated by the JDA, Development Agreement, Operating Agreements, LLC Agreement, and Partnership Agreement, and (iii) provide (or cause to be provided) administrative support services to Partnership, including, without limitation, investor relations services, human resources and benefits administration services and general executive management, as necessary or useful for the operations of the business of Partnership and Partnership’s Subsidiaries, as reasonably determined by Manager (collectively, the “Services”), including, but not limited to, the following specific Services:
Xxxxxxxxxx Services a Upon the terms and subject to the conditions contained in this Agreement, Consultant hereby agrees that he shall, during the term of this Agreement, will undertake the performance of services as outlined in this Agreement.
Xxxxxxxxxx Services. (a)During the term of this Management Services Agreement, THMG will provide management services to SMMI to enable the SMMI to perform its obligations under the SMMl/BMET Management Services Agreement. The management services to be provided to SMMI will include the services required to enable the BMET Parties to perform exploration and development work in respect of the Property in the manner contemplated in the Option Agreement (the "Management Services") including, but not limited to: prior to Completion (as defined in the Option Agreement):
Xxxxxxxxxx Services. (a) During the term of this Agreement, Consultant will render consulting services related to his specialized areas of knowledge, experience and expertise (including, but not limited to, assisting with the transition of the executive officers of the Company and Sirius XM Holdings Inc. (“Holdings”), meeting with Company clients and customers, and such other services as may be reasonably requested by the Chairman of the Board of Directors of Holdings or the Chief Executive Officer of the Company or Holdings from time to time). Consultant will have no authority to bind the Company, Holdings or any of their subsidiaries or affiliates, nor to act on their behalf, nor to make decisions for the Company, Holdings or any of their subsidiaries or affiliates. The Company, being ultimately interested only in the results of Consultant’s performance of the services set forth in this Agreement, will give only broad direction to Consultant. Consultant will determine the method, details and means of performing the services contemplated by this Agreement. Notwithstanding the foregoing, the level of bona fide services Consultant performs for the Company hereunder will not exceed 20% of the average level of bona fide services Consultant performed during the 36-month period preceding the Effective Date. (b) This Agreement will commence on the Effective Date and will continue until, and will end upon, the three (3)-year anniversary of the Effective Date. (c) In consideration of Consultant’s agreement to perform and his performance of the consulting services, during the term of this Agreement, the Company will pay Consultant $3,200,000 per year, payable in accordance with the Company’s regular payroll practices (but in no event less frequently than monthly). During the term of this Agreement, Consultant and his dependents will be eligible to participate in the Company’s medical, dental and life insurance C-1 plans, subject to the terms and conditions of such plans; provided that, in the event the Company determines that Consultant and his dependents may not participate in the Company’s applicable medical and dental plan(s), (i) the Company will pay to Consultant a lump sum cash amount, on the sixtieth (60th) day following such determination, equal to the costs of continuation of medical and dental insurance coverage for Consultant and his dependents under the Company’s medical and dental insurance plan(s) in effect on the date of such determination from the date of such determina...
Xxxxxxxxxx Services. (a)During the Consulting Period (as defined below), as may be requested by the Chief Executive Officer of the Company from time to time, Executive agrees to provide consultation services to the Company in the capacity of an independent contractor, which services will include Executive providing consultation and advice as may be requested by the Chief Executive Officer from time to time with regard to the business of the Company and the further transition of Executive’s duties and responsibilities (the “Services”). Executive shall coordinate the furnishing of the Services with the Chief Executive Officer in order that such services can be provided in such a way as to generally conform to the business schedules and performance standards of the Company. During the Consulting Period, Executive shall not be deemed to be an agent of the Company or have any power to bind or commit the Company or otherwise act on its behalf and shall not have fiduciary duties to the Company Group from and after the Transition Date.
Xxxxxxxxxx Services. A.Retainer Subject to the terms and conditions of this Contract, the Commonwealth hereby retains Consultant as a consultant and technical advisor to perform the consulting services specifically set out in Exhibit B attached to this Contract and made a part hereof (hereafter referred to as the “Services”), as said Exhibit may be amended in writing from time to time, and Consultant agrees, subject to the terms and conditions of this Contract, render such Services during the term of this Contract. Such services shall be limited to the area of expertise described in Exhibit B. Consultant shall render services hereunder at such times and places as shall be mutually agreed by the Commonwealth and Consultant. Consultant’s commitment hereunder shall not exceed ______days per ______.
Xxxxxxxxxx Services. As further consideration for the separation benefits hereunder, the Company has agreed to engage and hereby engages the Executive, and the Executive hereby accepts such engagement, as an independent contractor to perform and provide the services described in this Section 3. The services to be rendered by the Executive pursuant to this Agreement (the “Services”) shall consist of such consulting services as the board of directors of the Company or of its parent entity (the “Board”), or the Chief Executive Officer of the Company (the “CEO”) shall from time-to-time reasonably request, and shall include assisting with facilitating any financial, strategic or other transition support that may be needed following his departure from the Company. The Executive shall devote such amount of time to performance of the Services and work such hours as the CEO or the Board reasonably requests, but no more than approximately 20 hours per month through June 30, 2023, and thereafter, not more than approximately 10 hours of Services per month through December 31, 2023. The Executive shall perform the Services to the best of the Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner. The Executive shall not engage in any other business activities that could reasonably be expected to conflict with the Executive’s ability to devote the time necessary to fulfill his duties, responsibilities and obligations hereunder. The Executive shall also comply with all policies, rules and regulations of the Company applicable to consultants as well as all reasonable directives and instructions from the Board and the CEO. To the fullest extent permitted by law, the Company will defend, indemnify and hold harmless the Executive from and against any and all liabilities, damages, losses, claims, demands, assessments, actions, causes of action and costs (including reasonable attorneys’ fees and expenses), arising out of or resulting from the Services. For the avoidance of doubt, the Executive’s right to indemnification hereunder for the Services shall be in addition to any indemnification rights the Executive may have under the Company’s Articles of Incorporation, Bylaws, or separate directors and officers insurance policy, as described in Section 1 above.
Xxxxxxxxxx Services. As of the Effective Date, the Company hereby engages and Consultant hereby accepts the engagement to become a consultant to the Company and to render such advice, consultation, information and services to the Company including (a) assistance with executive management, (b) assistance with business and product development and with potential acquisitions or related transactions, and (c) such other managerial assistance as the Company shall deem necessary or appropriate for its business.
