Duties and Responsibilities Clause Samples

Duties and Responsibilities. The Executive’s duties at the Company will include all jobs assigned by the Company’s Board of Directors (the “Board”). The Executive shall devote all of his/her working time, attention and skills to the performance of his/her duties at the Company and shall faithfully and diligently serve the Company in accordance with this Agreement, the Memorandum and Articles of Association of the Company (the “Articles of Association”), and the guidelines, policies and procedures of the Company approved from time to time by the Board.

Duties and Responsibilities. (a) The Auction Agent is acting solely as agent for the Company hereunder and owes no fiduciary duties to any other Person by reason of this Agreement. (b) The Auction Agent undertakes to perform such duties and only such duties as are set forth specifically in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent. (c) In the absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it, or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining (or failing to ascertain) the pertinent facts.

Duties and Responsibilities. 4.1 Executive shall, during the Term of this Agreement, devote most of his attention and expend his best efforts, energies, and skills, on a full-time basis, to the business of the Company and any corporation controlled by or affiliated with the Company. For purposes of this Agreement, the term the "Company" shall mean the Company and all Subsidiaries. 4.2 During the Term of this Agreement, Executive shall serve as the Chief Executive Officer of the Company and in such other capacity as determined by the Board of Directors. In the performance of all of his responsibilities hereunder, Executive shall be subject to all of the Company’s policies, rules, and regulations applicable to its employees of comparable status and shall report directly to, and shall be subject to, the direction and control of the Board of Directors and shall perform such duties as shall be assigned to him by the Board of Directors. In performing such duties, Executive will be subject to and abide by, and will use his best efforts to cause other employees of the Company to be subject to and abide by, all policies and procedures developed by the Company’s Executive Officers, Board of Directors or its Executive Committee. 4.3 Executive hereby agrees to promote and develop all business opportunities that come to his attention relating to current or anticipated future business of the Company, in a manner consistent with the best interests of the Company and with his duties under this Agreement. 4.4 During each year, Executive in the performance of his duties under this Agreement shall comply or cause compliance with the applicable Annual Plan and shall not (except for emergency expenditures or special circumstances requiring an unanticipated expenditure) deviate materially from any budget category set forth in the Annual Plan, incur any material additional expense or change materially the manner of operation of the Company without the approval of the Board of Directors.

Duties and Responsibilities. (a) The Auction Agent is acting solely as a non-fiduciary agent for the Trust hereunder and owes no duties or otherwise, to any other Person. (b) The Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement, the Auction Agency Agreement, Auction Procedures or the Settlement Procedures against the Auction Agent. (c) In the absence of bad faith or negligence on its part, the Auction Agent shall not be liable for any action taken, suffered, or omitted or for any error of judgment made by it in the performance of its duties under this Agreement. The Auction Agent shall not be liable for any error resulting from the use or reliance on a source of information used in good faith and without negligence to make any determination, calculation or declaration hereunder. The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been negligent in ascertaining or failing to ascertain the pertinent facts. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Auction Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (d) The Auction Agent shall not be: (i) required to, and does not, make any representations or have any responsibilities as to the validity, accuracy, value or genuineness of any signatures or endorsements, other than its own; (ii) obligated to take any legal action hereunder that might, in its judgment, involve any expense or liability, unless it has been furnished with indemnity satisfactory to the Auction Agent; and (iii) responsible for or liable in any respect on account of the identity, Trust or rights of any Person (other than itself and its agents and attorneys) executing or delivering or purporting to execute or deliver any document under this Agreement or any Broker-Dealer Agreement. (e) The Auction Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control; it being understood that the Auction Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performa...

Duties and Responsibilities. Section 3.1.1. The Trustee shall discharge its duties and responsibilities under this Trust Agreement solely in the interest of Participants and their beneficiaries, and (a) for the exclusive purpose of providing benefits to the Participants and their beneficiaries and defraying the reasonable expenses of administering the Plan; (b) with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. Section 3.1.2. In the event that the Employer designates The Dreyfus Trust Company ("The Trust Company") as the Trustee in the Adoption Agreement hereto, and the Trustee has been designated as an additional Trustee for the Plan, The Trust Company as Trustee shall have no responsibilities other than as set forth herein, and this Trust Agreement shall constitute a supplemental trust agreement. The duties of The Trust Company shall be limited to assets held in the Trust Fund, and The Trust Company shall have no duties with respect to assets held by any other person including, without limitation, any other trustee for the Plan. The Employer hereby agrees that The Trust Company shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances. Section 3.1.3. Subject to the limitations set forth in Section 3.1.2 herein, in the event that more than one individual Trustee has been designated in the Adoption Agreement, the action of such individual Trustees shall be determined by vote of the majority of such individual Trustees; provided, however, that any one of such individual Trustees may execute any applications for insurance or annuity contracts provided for herein and documents necessary for the exercise of ownership rights thereunder and may perform other such ministerial acts; and further provided, that the Trustees may enter into an agreement allocating among themselves specific responsibilities, obligations and duties. Section 3.1.4. The Trustee shall be solely responsible for its own acts and omissions. The Trustee shall have no duty to question, or otherwise inquire into, the performance of another fiduciary with respect to duties allocated to such other fiduciary under the Plan. The Trustee shall not be responsible for the breach of any other such fiduciary unless the Trustee (i) participates knowingly in, or knowingly undertakes to conceal, an act or omission...

Duties and Responsibilities. (a) Each Auction Agent is acting solely as agent for the Funds with whom such Auction Agent has entered into Request Letters and owes no fiduciary duties to any other Person, other than such Funds, by reason of the Agreements to which such Auction Agent is a party. (b) Each Auction Agent undertakes to perform such duties and only such duties as are specifically set forth in the Agreements to which it is a party, and no implied covenants or obligations shall be read into such Agreements against such Auction Agent. (c) In the absence of bad faith or negligence on its part, each Auction Agent shall not be liable for any action taken, suffered, or omitted or for any error of judgment made by it in the performance of its duties under the Agreements to which it is a party. Each Auction Agent shall not be liable for any error of judgment made in good faith unless such Auction Agent shall have been negligent in ascertaining the pertinent facts.

Duties and Responsibilities. 1.1 As of October 23, 2008 (the “Effective Date”), the Employee shall be employed by the Company as Chief Financial Officer (“CFO”) of the Omrix Biopharmaceuticals group of companies (“Omrix Group”), including the named executive for the position of chief financial officer of Omrix Biopharmaceuticals Inc. (“Omrix”) and shall perform the activities and projects assigned to him by the Chief Executive Officer of Omrix Biopharmaceuticals Inc. (the “CEO”). 1.2 In his capacity as CFO, the Employee shall report directly to the CEO. 1.3 Except as specifically agreed in advance and in writing by Omrix, so long as the Employee is employed by the Company, the Employee (i) shall devote his full working time and reasonable best efforts to the business and affairs of the Omrix Group and the performance of his duties hereunder; and (ii) shall not undertake or accept any other employment or occupation, unless approved in writing by the CEO. 1.4 The Employee’s employment will require travel outside Israel and the Employee agrees to such travel as may be necessary in order to fulfill his duties hereunder. 1.5 The Employee’s duties and responsibilities shall include but not be limited to those duties and responsibilities customarily performed by a chief financial officer. 1.6 The Employee represents and warrants that from the Effective Date he is free to provide services to the Company upon the terms contained in this Agreement, and that there are no employment contracts, consulting contracts or any restrictive covenants preventing full performance of his duties hereunder, and that by providing services to the Omrix Group, the Employee does not infringe any intellectual property rights or other rights or agreements with any third party (including prior employer(s)). However, for a period not to exceed 30 days following the Effective Date and subject to the approval of the CEO, the Employee will be allowed to devote a limited amount of time to his former employer (Tefron Ltd.), provided that such time shall not exceed 15 working hours per week. 1.7 The parties hereto confirm that this is a personal services contract and that the relationship between the parties hereto shall not be subject to any general or special collective employment agreement or any custom or practice of the Company in respect of any of its other employees or contractors.

Duties and Responsibilities. The duties of stewards include but are not limited to the following: (1) investigating complaints of an urgent matter, and (2) investigating grievances, and (3) assisting employees in preparing and presenting a grievance in accordance with the grievance procedure, and (4) supervising ballot boxes and other related functions during ratification votes, and (5) attending meetings called by management, and (6) accompanying an employee, at her request, at a meeting called by the Employer, where disciplinary action is anticipated, and (7) meeting with new employees as a group during the orientation program, and (8) acting as appointees to the Union/Management Committee.

Duties and Responsibilities. Subject to the supervision of and direction by the Board of Directors of the Company, the Executive shall perform such duties as are similar in nature to those duties and services customarily associated with the positions set forth above.