The Executive Clause Samples

The Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's beneficiary (in accordance with Section 10 herein) or, if there be no such beneficiary, to the Executive's estate.

The Executive. The Executive’s rights and obligations under this Agreement shall not be transferable by the Executive by assignment or otherwise, without the prior written consent of the Company; provided, however, that if the Executive shall die, all amounts then payable to the Executive hereunder shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee or other designee or, if there be no such designee, to the Executive’s estate.

The Executive. (i) has not been convicted within the last five (5) years of any felony or misdemeanor in connection with the offer, purchase, or sale of any security or any felony involving fraud or deceit, including, but not limited to, forgery, embezzlement, obtaining money under false pretenses, larceny, or conspiracy to defraud; (ii) is not currently subject to any state administrative enforcement order or judgment entered by a state securities administrator within the last five (5) years and is not subject to any state’s administrative enforcement order or judgment in which fraud or deceit (including, but not limited to, making untrue statements of material facts and omitting to state material facts) was found in which the order or judgment was entered within the last five (5) years; and (iii) legally authorized to work in the United States of America.

The Executive. Neither this Agreement nor any right or interest hereunder may be assigned by the Executive, his beneficiaries, or legal representatives without the prior written consent of the Board; provided, however, that nothing in this Section 10 shall preclude (i) the Executive from designating a beneficiary to receive any benefit payable hereunder upon his death, or (ii) the executors, administrators, or other legal representatives of the Executive or his estate from assigning any rights hereunder to distributees, legatees, beneficiaries, testamentary trustees or other legal heirs of the Executive.

The Executive. (a) presently assigns to the Company all existing and future Intellectual Property Rights in all inventions, models, designs, drawings, plans, software, reports, proposals and other materials created or generated by the Executive (whether alone or with the Company, its other employees or contractors) for use by the Company; and (b) acknowledges that by virtue of this clause all such existing rights are vested in the Company and, on their creation, all such future rights will vest in the Company.

The Executive. (a) agrees that Angiotech has entered into this Agreement relying on the representations and warranties in paragraph 17.2; and (b) will indemnify and save harmless Angiotech from and against any and all claims, causes of action, damages, losses, costs, and expenses, including reasonable legal fees, taxes, and disbursements, arising from the incorrectness of, or any breach of, any representation or warranty in paragraph 17.2.

The Executive. (a) acknowledges for the purposes of the Patents ▇▇▇ ▇▇▇▇ that because of the nature of his duties and the particular responsibilities arising from the nature of his duties he has and at all times during his employment will have a special obligation to further the interests of the undertakings of the Company and of any Affiliated Company (as defined in Clause 16.1 of this Agreement); (b) undertakes to notify and disclose to the Company in writing full details of all Intellectual Property forthwith upon the production of the same, and promptly whenever requested by the Company and in any event upon the determination of his employment with the Company deliver up to the Company all correspondence and other documents, papers and records, and all copies thereof in his possession, custody and power relating to any Intellectual Property; (c) undertakes to hold upon trust for the benefit of the Company any Intellectual Property and the Intellectual Property Rights therein to the extent the same may not be and until the same are vested absolutely in the Company; (d) hereby assigns to the Company all of his present and future right title and interest throughout the world in Intellectual Property produced, invented or discovered by the Executive either alone or with any other person at any time now or thereafter during the continuance in force of this Agreement, whether or not in the course of his employment hereunder; (e) acknowledges (for the avoidance of doubt), that in consideration of his rights, responsibilities and remuneration and all inventions, discoveries and designs created during the term of the Agreement shall be deemed to have been created in the course of the Executive's normal duties and to be capable of assignment to the Company under Clause 12.2(d) above; (f) acknowledges that by virtue of the Company's exclusive ownership of the Confidential Information and the Intellectual Property Rights assigned to it pursuant to this Clause 12.2, that the Executive may not now or at any time in the future use or exploit the Confidentiality Information or the Intellectual Property without the written permission of the Company, except in the performance of his obligations under this Agreement; (g) acknowledges that save as provided by law no further remuneration or compensation other than that provided for herein is or may become due to the Executive in respect of the performance of his obligations under this Clause; and (h) undertakes at the expense of the Comp...

The Executive. 6.2.1 confirms that to the best of his knowledge and belief he has fully disclosed to the Company in writing all circumstances in respect of which there is, or there might be, a conflict of interests between: 6.2.1.1 the Company or any Group Company; and 6. 2.1.2 the Executive or his Immediate Relatives; and 6.2.2 agrees fully to disclose to the Board any such circumstances which may arise during this Agreement.

The Executive. 1. The NTGL shall be headed by a person to be called the Transitional Chairman. The Transitional Chairman shall be assisted by a Transitional Vice-Chairman. 2. Selection of the Transitional Chairman and Vice-Chairman shall be by consensus arising from a process of consultations undertaken by the accredited delegates and observers to the Peace Talks. The selection procedure is defined in Annex 2 to this Agreement. 3. The positions of Chairman and Vice-Chairman shall be allocated to the Political Parties and the Civil Society. 4. The Chairman and Vice-Chairman, as well as all principal Cabinet Ministers within the NTGL shall not contest for any elective office during the 2005 elections to be held in Liberia.