Directors, Officers and Employees. The Administrator shall authorize and permit any of its directors, officers and employees who may be elected as trustees or officers of the Trust and/or the Funds to serve in the capacities in which they are elected. All services to be furnished by the Administrator under this Agreement may be furnished through such directors, officers or employees of the Administrator.
Directors, Officers and Employees. Except as the Fortress Members and their Affiliates, on the one hand, and the FTAI Entities or their Affiliates, on the other hand, may otherwise agree in writing, in the event that a director or officer of any of the FTAI Entities or their Affiliates who is also a director, officer or employee of the Fortress Members or their Affiliates acquires knowledge of a potential transaction or matter that may be a Corporate Opportunity or is offered a Corporate Opportunity, if (i) such Person acts in good faith and (ii) such knowledge of such potential transaction or matter was not obtained solely in connection with, or such Corporate Opportunity was not offered to such Person solely in, such person’s capacity as director or officer of any of the FTAI Entities or their Affiliates, then (A) such director, officer or employee, to the fullest extent permitted by Law, (1) shall be deemed to have fully satisfied and fulfilled such person’s fiduciary duty to the Company, the other FTAI Entities and their respective Affiliates and stockholders with respect to such Corporate Opportunity, (2) shall not have or be under any fiduciary duty to the Company, the other FTAI Entities and their respective Affiliates and stockholders and shall not be liable to the Company, the other FTAI Entities or their respective Affiliates and stockholders for any breach or alleged breach thereof by reason of the fact that any of the Fortress Members or their Affiliates pursues or acquires the Corporate Opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the Corporate Opportunity to another person, or any of the Fortress Members or their Affiliates or such director, officer or employee does not present, offer or communicate information regarding the Corporate Opportunity to the FTAI Entities or their Affiliates, (3) shall be deemed to have acted in good faith and in a manner such Person reasonably believes to be in, and not opposed to, the best interests of the Company and its Common Members for the purposes this Agreement and (4) shall not have any duty of loyalty to the Company, the other FTAI Entities and their respective Affiliates and stockholders or any duty not to derive any personal benefit therefrom and shall not be liable to the Company, the other FTAI Entities or their respective Affiliates and stockholders for any breach or alleged breach thereof for purposes of this Agreement as a result thereof and (B) such potential transaction or matter that may...
Directors, Officers and Employees. The Disclosure Schedule lists all current directors, officers and employees of the Company, showing each such person's name, position, and annual remuneration, bonuses (except bonuses no portion of which is accrued and payable for the current fiscal year) and fringe benefits for the current fiscal year and the most recently completed fiscal year.
Directors, Officers and Employees. (a) Schedule 3.25(a) hereto contains a true and complete list of all current partners and officers of the Company. In addition, Schedule 3.25(a) hereto contains a list of all managers, employees and consultants of the Company who, individually, have received or are scheduled to receive compensation from the Company for the fiscal year ending December 31, 1997, in excess of one hundred thousand dollars ($100,000). In each case such Schedule includes the current job title and aggregate annual compensation of each such individual.
Directors, Officers and Employees. The names of each director and officer of the Company on the date hereof, and his or her position with the Company are listed in Schedule 2.5 attached hereto. No claims for indemnification by any current or former director, officer or other employee of the Company are currently outstanding, and no basis exists for any such claim for indemnification.
Directors, Officers and Employees. The Company shall take any and all action to cause all directors, officers and employees of the Company and the Subsidiaries to resign and/or be terminated from all positions with the Company and the Subsidiaries, including termination of any employment agreements, and to terminate any and all Company Plans, effective prior to the Effective Time, without cost or penalty to the Company, except with respect to the severance benefits set forth in Section 4.15(h) and Section 4.15(i) to the Company Disclosure Schedule.
Directors, Officers and Employees. (a) Election of Directors of IB and SEB. On or before the Distribution ----------------------------------- Date:
Directors, Officers and Employees. MassMutual’s directors, officers and employees may serve as directors, officers, agents, nominees or signatories for GALIC, AILIC and MNLIC. When executing documents or otherwise acting in such capacity for GALIC, AILIC or MNLIC, such persons will use their respective titles in the applicable Company and will be acting within the scope of his or her stated capacity solely for the applicable Company and not within the scope of their stated capacity for MassMutual. Such persons will receive no compensation from the applicable Company for their services to such Company in such capacities. Any person employed or formerly employed by MassMutual who may be or become an employee of, and paid by, GALIC, AILIC or MNLIC will be deemed, when acting within the scope of his or her employment by GALIC, AILIC or MNLIC, to be acting in such employment solely for GALIC, AILIC or MNLIC and not as a MassMutual employee or agent, except when separate consulting agreements are entered into between MassMutual and employees of GALIC, AILIC or MNLIC.
Directors, Officers and Employees. The directors, officers and key employees of the Company are as disclosed in the Public Disclosure Documents and the compensation arrangements with respect to the company's named executive officers are as disclosed in the Public Disclosure Documents and except as disclosed therein, there are no pensions, profit sharing, group insurance or similar plans or other deferred compensation plans of any kind whatsoever affecting the Company.
Directors, Officers and Employees. (a) Directors, Officers and Employees. Schedule 3.26 hereto sets forth the names of each director, officer and employee of the Company and states the rate of compensation payable to each. Exhibit 3.26 contains a copy of each written employment agreement and noncompetition agreement with such directors, officers and employees
