3Duties Sample Clauses

3Duties. Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (iv) ​ the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

3Duties. Executive will continue to render such business and professional services in the performance of Executive’s duties (consistent with Executive’s position as Chief Medical Officer to the Company, and for the benefit of the Company’s parent, Bicycle Therapeutics plc (“BTL”)). Executive shall report to BTL’s Chief Executive Officer. For the avoidance of doubt and for ease of understanding the intent of the arrangement, all of Executive’s services described herein shall be provided directly to the Company, which will, in turn, continue to provide such services to BTL pursuant to an arm’s length intra- company agreement. To the extent that Executive engages in any services contemplated herein on BTL’s behalf that involve the execution and negotiation of legal documents, such services will be performed in the United Kingdom. Executive shall continue to be expected to perform Executive’s duties under this Agreement remotely from Executive’s home in , but ​ ​ including regular travel to the Company’s office in Cambridge, Massachusetts, or such other location as assigned, reimbursed subject to the Company’s corporate travel policy. In addition, Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.

3Duties. Employee agrees to undertake and perform all duties and services required to perform the Services. A summary of the Services are set forth in Exhibit A. Employee shall report to R▇▇▇ ▇▇▇▇▇▇▇, CTO of the Company. Employee shall perform the services contemplated herein faithfully, diligently, to the best of Employee's ability, and in the best interests of the Company.

3Duties. Executive will report to the Chairperson (the “Chair”) of the Board and/or such other Board officers or committees designated by the Chair, performing such duties as are normally associated with Executive’s positions as President and Chief Executive Officer and such duties consistent therewith as are assigned to Executive from time to time by the Chair, subject to the oversight and direction of the Chair or any applicable designee; ​ provided, however, that unless Executive is incapacitated by illness or injury from fully performing his duties or otherwise provides his consent, Executive will not be required to report to an Executive Chair. Executive shall perform Executive’s duties under this Agreement principally out of the Company’s Rockville, Maryland location, or such other location as assigned. In addition, Executive shall make such business trips to such places as may be necessary or advisable for the efficient operations of the Company.

3Duties. Executive will render such business and professional services in the performance of Executive’s duties (consistent with Executive’s position as Chief Development Officer to the Company, and for the benefit of the Company’s parent, Bicycle Therapeutics plc (“BTL”)). Executive shall report to BTL’s Chief Executive Officer. For the avoidance of doubt and for ease of understanding the intent of the arrangement, all of Executive’s services described herein shall be provided directly to the Company, which will, in turn, provide such services to BTL pursuant to an arm’s length intra-company agreement. To the extent that Executive engages in any services contemplated herein on BTL’s behalf that involve the execution and negotiation of legal documents, such services will be performed in the United Kingdom. Executive shall be expected to perform Executive’s duties under this Agreement out of the Company’s office in Cambridge, Massachusetts, ​ or such other location as assigned. In addition, Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.

3Duties. As of the Start Date, Executive shall be employed as the President and Chief Operating Officer of the Company. As Chief Operating Officer, Executive shall report to the Chief Executive Officer of Bio-Techne and to the Chair of the Board of Directors, and shall assume primary responsibility for Bio-Techne’s regular operations. Executive will transition to the position of President and Chief Executive Officer effective as of February 1, 2024 (the period from November 1, 2023 until February 1, 2024, the “Transition Period”), at which time Executive shall also be appointed as a director to the Bio-Techne Board of Directors. During the Term of this Agreement, Executive agrees to devote his full business and professional time, energy, diligence and best efforts to the business and affairs of Bio-Techne, and to perform such services and duties in connection with the business and affairs of Bio-Techne (i) as are customarily incident to Executive’s position and (ii) as may reasonably be assigned or delegated to him from time to time by the Board of Directors of Bio-Techne (the “Board”) or, during the Transition Period, the Chief Executive Officer. Executive shall render his services at the business office of Bio-Techne to which Executive is assigned, subject to any necessary travel. During the Term of this CEO Employment Agreement (10/2023) ​ Agreement, Executive shall not, directly or indirectly, render any material services to any business, corporation, or organization whether for compensation or otherwise, without the prior knowledge and written consent of the Board. Executive may serve as a member of the Board of Directors for up to two for-profit entities, provided that it is not for any business competitive with any product or services marketed or planned for marketing by Bio-Techne, including any Boards on which Executive is a director as of the Start Date.

3Duties. As of the Start Date, Executive shall be employed as the President, Diagnostics, Genomics and Spatial Segment of the Company. Executive shall report to the Chief Executive Officer of Bio-Techne. During the Term of this Agreement, Executive agrees to devote his full business and professional time, energy, diligence and best efforts to the business and affairs of Bio-Techne, and to perform such services and duties in connection with the business and affairs of Bio-Techne (i) as are customarily incident to Executive’s position and (ii) as may reasonably be assigned or delegated to him from time to time by the Board of Directors of Bio-Techne (the “Board”). Executive shall render his services at the business office of Bio-Techne to which Executive is assigned, subject to any necessary travel. During the Term of this Agreement, Executive shall not, directly or indirectly, render any material services to any business, corporation, or organization whether for compensation or otherwise, without the prior knowledge and written consent of the Board. Executive may serve as a member of the Board of Directors for CEO Employment Agreement (10/2023) ​ up to two for-profit entities, one of which may be a public company, provided that it is not for any business competitive with any product or services marketed or planned for marketing by Bio-Techne, including any Boards on which Executive is a director as of the Start Date.

3Duties. (a) To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, the Managers (each in his or her capacity as a Manager) shall owe no fiduciary or similar duty or obligation whatsoever to the Company, any Member or other holder of Units or any other Person. Whenever the Board, or any committee thereof, makes a determination or takes or declines to take any other action, then, unless another express standard is provided for in this Agreement (including, for the avoidance of doubt, as provided in the preceding sentence), the Board, or such committee (as the case may be), shall make such determination or take or decline to take such other action in good faith and shall not be subject to any higher standard contemplated hereby or under the Delaware Act or any other law or at equity. A determination, other action or failure to act by the Board or any committee thereof (as the case may be) will be deemed to be in good faith unless the Board or any committee thereof (as the case may be) believed such determination, other action or failure to act was adverse to the interests of the Company. In any proceeding brought by the Company, any Member or any Person who acquires an interest in a Unit or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith. Notwithstanding the foregoing, to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Act, no Manager shall be liable to the Company, any Member or other holder of Units or any other Person for breach of duties (including fiduciary duties). (b) To the fullest extent permitted by law, including the Delaware Act, a Person, in performing his or her duties and obligations as a Manager under this Agreement, shall (i) serve in such capacity to represent the interests of the Member that designated such Manager and (ii) be entitled to act or omit to act at the direction of the Member that designated such Person to serve on the Board, considering only such factors, including the separate interests of the Member that designated such Manager and factors specified by such Member, as such Manager chooses to consider. Notwithstanding anything to the contrary, any action of a Manager or failure to act, taken or omitted in good faith reliance on the foregoing provision shall...

3Duties. M▇. ▇▇▇▇ agrees to undertake and perform all duties and services set forth on Exhibit A to this Agreement (the “Services”). M▇. ▇▇▇▇ shall perform the Services herein faithfully, diligently, to the best of M▇. ▇▇▇▇’▇ ability, and in the best interests of the Company.