SHEPPARD Sample Clauses

SHEPPARD. COTT CORPORATION STATEMENT OF RESPONSIBILITIES - CHIEF EXECUTIVE OFFICER - The Chief Executive Officer of Cott Corporation (the "Corporation") shall be responsible for directing the Corporation with the objective of providing maximum profit and return on invested capital, establishing short-term and long-term objectives, plans, performance standards and policies subject to the approval of the Board of Directors. To that end, the Chief Executive Officer will be ultimately responsible for: - Preparing, at least annually, a statement of objectives, plans, performance standards and policies for the Corporation, which shall be reviewed by the Human Resources, Compensation and Corporate Governance Committee and shall be approved by the Board of Directors. - Ensuring that the Corporation's material operating plans, performance standards and policies are uniformly understood and properly interpreted and administered by subordinates. - Presenting proposed operating and capital expenditure budgets for review and approval by the Board of Directors. - Directing all investigations and negotiation pertaining to material acquisitions or dispositions, mergers and joint ventures. - Representing the Corporation as appropriate in its relationship with major customers, suppliers, competitors, commercial and investment bankers, investment analysts, the media, security holders, government agencies, professional associations, unions, employees and the public generally. - Analyzing the operating results of the Corporation and its principal divisions relative to established objectives and taking appropriate steps to correct unsatisfactory conditions. - Making recommendations to the Human Resources, Compensation and Corporate Governance Committee as regards Senior Officer succession planning and compensation. - Insuring the adequacy and soundness of the Corporation's financial structure and reviewing projections of working capital requirements. - Delegating any or all of the above-noted responsibilities and maintaining ultimate supervisory responsibility to ensure that they are performed.
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SHEPPARD. MULLIN, XXXXXXX & XXXXXXX LLP Our opinions set forth in paragraph 4, above, are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and the implied covenant of good faith and fair dealing. In giving the opinions set forth in paragraph 4, above, we advise you that a California court may not strictly enforce certain covenants contained in the State Security Documents or allow acceleration of the maturity of the indebtedness secured by the State Security Documents if it concludes that such enforcement or acceleration would be unreasonable under the then existing circumstances. We do believe, however, that subject to the limitations expressed elsewhere in this opinion, enforcement or acceleration would be available if an Event of Default occurs as a result of a material breach of a material covenant contained in the Credit Agreement or the State Security Documents. We have not made or undertaken to make any investigation of the state of title to the personal property described in the State Security Documents, and we express no opinion with respect to the title thereto. We understand that you are relying on your own examinations of title to personal property. We express no opinion concerning the priority of any liens or security interests in connection with the transaction. Our opinions are based solely upon the existing laws of the State of California , and we express no opinion as to the laws or regulations of any jurisdiction other than the State of California which may be applicable to the transaction or documents referred to herein. We are not admitted to practice law in any states or jurisdictions other than the State of California. SHEPPARD, MULLIN, XXXXXXX & XXXXXXX LLP This opinion is rendered in connection with the transaction contemplated by the Credit Agreement and the State Security Documents, and is intended solely for your guidance in connection therewith. Our opinion speaks only as of the date hereof. This opinion is not to be relied upon in any other context, nor is it to be relied upon by any other person or entity for any reason whatsoever. Very truly yours, /s/ Sheppard, Mullin, Xxxxxxx & Xxxxxxx LLP SHEPPARD, MULLIN, XXXXXXX & HAMPTON LLP SCHEDULE 1 STATE SECURITY DOCUMENTS 1. SUBSIDIARIES GUARANTEE dated as of August 7, 1996, execut...
SHEPPARD. Xxxx XXXXXX XXXXEMENT (this "Agreement") is made and entered into this 31st day of December, 2002 by and among HOMEGOLD FINANCIAL, INC., a South Carolina corporation (the "Company"), and Ronald J. Sheppard (the "Xxxxxxxxxxx").
SHEPPARD. Xxxxxxxxxxxx xxx xgreed to as of the date last above written. HOUSEHOLD COMMERCIAL FINANCIAL SERVICES, INC. By: /s/ Loren J. Morris Name: Xxxxx X. Xxxxxs Its: Xxxx Xxxxxxxxx
SHEPPARD. R. Joe Arnold ------------------------------------ Matthew J. Arnold ------------------------------------ David C. Gaffney

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