Obligations under the Employment Agreement Sample Clauses

Obligations under the Employment Agreement. In connection with Executive’s employment by the Company, the Company or an Affiliate thereof shall provide Executive with access to the confidential information of the Company and its Affiliates, or shall provide Executive the opportunity to develop business good will inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to Executive. Executive has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or Executive’s Invention and Non-Disclosure Agreement with the Company, to maintain the confidentiality of the Company’s and its Affiliates’ information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company’s and its Affiliates’ goodwill and business opportunities. As part of the consideration for the Option granted to Executive hereunder; to protect the Company’s and its Affiliates’ confidential information, the business good will of the Company and its Affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by the Company and its Affiliates; and as an additional incentive for the Company and Executive to enter into this Agreement, the Company and Executive agree that if, during the term of Executive’s employment with the Company or within a 12-month period (or such longer period, if any, as required for non-competition by Executive under the terms of his or her Employment Agreement) following the date upon which Executive terminates employment with the Company (the “Restrictive Period”), Executive fails for any reason to comply with any of the restrictive covenants set forth in the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then (a) this Option shall immediately terminate and cease to be exercisable and (b) the Company shall be entitled to recover from Executive, and Executive shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the amount of the gain, if any, that Executive received from the exercise of this Option during the period beginning on the date that is one year before the date of Executive’s termination of employment with the Company and ending on the date this Option terminates and ceases to be exercisable as provided herein, and B equals the fraction X divided by Y, where X equals the number of days in...
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Obligations under the Employment Agreement. The parties hereto agree and acknowledge that (i) the provisions of Sections 7 through 11 of the 2004 Agreement shall survive the termination of the Executive’s employment with the Company, and (ii) the Change in Control Agreement, as amended, as defined in Section 10(g) of the 2004 Agreement, is no longer of any force or effect.
Obligations under the Employment Agreement. The parties hereto agree and acknowledge that the provisions of Sections 5 through 17 of the Employment Agreement shall survive the termination of the Executive’s employment with the Company. For the avoidance of doubt, Section 5(c) of the Employment Agreement shall cease to apply from and after the Separation Date in accordance with its terms.

Related to Obligations under the Employment Agreement

  • of the Employment Agreement Section 4.4.3 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

  • Obligations of the Employee The Employee agrees (a) to hold Bank Information in strictest confidence, and (b) not to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Bank Information or any physical embodiments thereof and may in no event take any action causing or fail to take any action necessary in order to prevent any Bank Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret. In the event that the Employee is required by law to disclose any Bank Information, the Employee will not make such disclosure unless (and then only to the extent that) the Employee has been advised by independent legal counsel that such disclosure is required by law and then only after prior written notice is given to the Bank when the Employee becomes aware that such disclosure has been requested and is required by law. This Section 5 shall survive for a period of twelve (12) months following termination of this Agreement with respect to Confidential Information, and shall survive termination of this Agreement for so long as is permitted by the then-current Georgia Trade Secrets Act of 1990, O.C.G.A. §§ 10-1-760 to -767, with respect to Trade Secrets.

  • Obligations of the Executive The Executive agrees:

  • OBLIGATIONS OF THE EMPLOYER 9.1 The Employer shall-

  • Obligations Under the Security Agreement The undersigned hereby agrees, as of the date first above written, to be bound as a Grantor by all of the terms and provisions of the Security Agreement to the same extent as each of the other Grantors. The undersigned further agrees, as of the date first above written, that each reference in the Security Agreement to an “Additional Grantor” or a “Grantor” shall also mean and be a reference to the undersigned.

  • Obligations Under the Guaranty The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Guaranty to an “Additional Guarantor” or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “Guarantor” or a “Loan Party” shall also mean and be a reference to the undersigned.

  • Conditions to Each Party’s Obligations under this Agreement The respective obligations of each party under this Agreement shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, none of which may be waived:

  • Obligations of Executive (a) For two years following a Termination Event, Executive agrees not to personally solicit any of the employees either of the Company or of any entity in which the Company directly or indirectly possesses the ability to determine the voting of 50% or more of the voting securities of such entity (including two-party joint ventures in which each party possesses 50% of the total voting power of the entity) to become employed elsewhere or provide the names of such employees to any other company that Executive has reason to believe will solicit such employees.

  • Further Obligations of the Executive (a) (1) During the Executive’s employment by the Companies, whether before or after the Employment Period, and after the termination of Executive’s employment by the Companies, the Executive shall not, directly or indirectly, disclose, disseminate, make available or use any confidential information or proprietary data of the Companies or any of their Subsidiaries, except as reasonably necessary or appropriate for the Executive to perform the Executive’s duties for the Companies, or as authorized in writing by the Board or as required by any court or administrative agency (and then only after prompt notice to the Companies to permit the Companies to seek a protective order).

  • AGREEMENTS OF THE EXECUTIVE In consideration of the compensation and benefits to be paid or provided to the Executive by the Employer under this Agreement, the Executive covenants as follows:

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