Other Agreements of Officers, etc Sample Clauses

Other Agreements of Officers, etc. To the best of the Company's knowledge, no officer or Key Employee of the Company is a party to or bound by any agreement, contract or commitment, or subject to any restriction, which materially and adversely affects, or which in the future could materially and adversely affect, the business, assets or condition, financial or otherwise, or operations of the Company or the right of any such Person to participate in the affairs of the Company. To the best of the Company's knowledge, no Key Employee of the Company has any present intention of terminating his or her employment with the Company, and the Company has no present intention of terminating any such employment.
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Other Agreements of Officers, etc. No officer or Key Employee of the Company is a party to or bound by any agreement, contract or commitment, or subject to any restriction that materially and adversely affects, or that in the future has a reasonable possibility of materially and adversely affecting, the business, assets or condition, financial or otherwise, or operations of the Company or the right of any such Person to participate in the affairs of the Company. To the Company's knowledge, no Key Employee has any present intention of terminating his employment with the Company, and the Company does not have any present intention of terminating any such employment. This Section 4.12 shall not be deemed to constitute an employment contract nor to grant any right in favor of any Person other than the Investors.
Sample 1
Other Agreements of Officers, etc. To the knowledge of Seller, no officer or key employee of any of the Cabot LNG Companies will be at Closing a party to or bound by any agreement, contract or commitment, or subject to any restrictions, including without limitation any non-disclosure or noncompetition agreements or legal restrictions on the use by such person of trade secrets or proprietary information of others, that would in the future (so far as Seller can now foresee) have a Material Adverse Effect, or adversely affect the right of any such person to continue to be employed by the Cabot LNG Companies after the Closing or otherwise to assist Buyer after the Closing in conducting the Cabot LNG Business.
Sample 1

Related to Other Agreements of Officers, etc

  • Statements of Officers of the Company as to Default The Company will deliver to the Purchase Contract Agent, within 120 days after the end of each fiscal year of the Company (which as of the date hereof is December 31) ending after the date hereof, an Officers' Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company), stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

  • Affiliations of Trustees or Officers, Etc The fact that:

  • Duties of Officers Generally The Officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

  • Contract Rights of Officers Appointment of an officer or agent shall not of itself create contract rights. An officer’s removal shall not affect the officer’s contract rights, if any, with the Company. An officer’s resignation shall not affect the Company’s contract rights, if any, with the officer.

  • Resignations of Officers and Directors The Sellers shall have delivered to Purchaser the resignations of all current officers and directors of the Company, effective as of the Closing Date.

  • Duties of Officers and Directors Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the Company and to the Board of Directors by the Officers of the Company and by members of the Board of Directors of the Company shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its officers and directors, respectively.

  • Interests of Officers and Directors Except AS DISCLOSED HEREIN, None of the officers or directors of Buyer has any interest in any property, real or personal, tangible or intangible, including intellectual property, used in or developed by the business of Buyer, or in any supplier, distributor or customer of Buyer, or any other relationship, contract, agreement, arrangement or understanding with Buyer, except for the normal ownership interests of a shareholder and employee rights.

  • Representation of Officers Any certificate signed by an officer of the Company and delivered to the Representative or to counsel for the Representative shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters set forth therein. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

  • Duties of Officers Except to the extent otherwise provided herein, each Officer shall have a fiduciary duty of loyalty and care similar to that of officers of business corporations organized under the General Corporation Law of the State of Delaware.

  • Indemnification of Officers and Directors (a) From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, fiduciary or agent of Parent or the Company and their respective Subsidiaries, respectively (the “D&O Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the D&O Indemnified Party is or was a director, officer, fiduciary or agent of Parent or of the Company, whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under applicable Law. Each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation, jointly and severally, upon receipt by Parent or the Surviving Corporation from the D&O Indemnified Party of a request therefor; provided that any such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

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