Performance of Duties; Pay Sample Clauses

Performance of Duties; Pay. Mx. Xxxxxx agrees that, through the close of business on September 28, 2001, he will help Employer transition the duties he formerly performed as Senior Vice President of West Coast Operations. Effective on September 7, 2001, Mx. Xxxxxx will be relieved of his regular, day-to-day responsibilities with Employer, and he agrees that, through September 28, 2002, he will be reasonably available upon reasonable advance notice to confer and consult with Employer on matters with which he is familiar. Mx. Xxxxxx’x obligations pursuant to this Section 3 shall, from and after September 7, 2001, amend and supersede Mx. Xxxxxx’x obligations pursuant to Section 1 of the Restated Employment Agreement. Mx. Xxxxxx acknowledges that he will be entitled to receive the consideration specified in Section 2 of this Agreement only if he is not in material breach of this Agreement (including the obligation to provide the services described in this Section 3 and the confidentiality and noncompetition obligations described in Section 11 of this Agreement), and only if he signs and returns Attachment A confirming that he does not revoke the Agreement, and provided that Attachment A is signed not fewer than eight (8) calendar days after Mx. Xxxxxx signs this Agreement. Mx. Xxxxxx also understands and agrees that, as an additional condition to receiving or retaining the consideration (including any Avocent shares received on the exercise of stock options) provided for in Section 2 of this Agreement, Mx. Xxxxxx must execute and return to Employer the Confirmation of Separation and General Release Agreement attached as Attachment B, which may not be signed any earlier than September 28, 2002. In the event that Avocent determines that Mx. Xxxxxx is in material breach of his obligations pursuant to this Section 3, Avocent will, not less than five (5) business days prior to withholding any consideration specified in Section 2 of this Agreement, provide Mx. Xxxxxx with written notice of such material breach.
Sample 1
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Performance of Duties; Pay. Xx. Xxxxxx acknowledges that he will be entitled to receive the consideration specified in Section 2 of this Agreement only if (i) at the time any such consideration is payable, he is not in material breach of this Agreement (including the obligation to provide the services described in Section 3 of this Agreement and the confidentiality and noncompetition obligations described in his Employment Agreement and in Section 11 this Agreement), and (ii) he signs and returns Attachment A confirming that he does not revoke the Agreement, and provided that Attachment A is signed not fewer than eight (8) calendar days after Xx. Xxxxxx signs this Agreement. Xx. Xxxxxx also understands and agrees that, as an additional condition to receiving or retaining the consideration (including any Avocent shares received on the acceleration of the vesting of restricted stock units or performance shares) provided for in Section 2 of this Agreement, Xx. Xxxxxx must execute and return to Employer the Confirmation of Retirement and General Release Agreement attached as Attachment B, which may not be signed any earlier than April 1, 2008.
Sample 1

Related to Performance of Duties; Pay

  • Performance of Duties Each of the Credit Party’s obligations under this Agreement and each of the other Loan Documents shall be performed by such Credit Party at its sole cost and expense.

  • PERFORMANCE OF DUTY 23.1 The Employer and the Union acknowledge that this Agreement provides, through the Grievance Procedure contained therein, for an orderly settlement of grievances or disputes which may arise between the parties. Accordingly, the parties agree that the public interest requires the uninterrupted performance of all University services and to this end pledge to prevent or eliminate any conduct contrary to that objective. Therefore, during the life of this Agreement there shall be no work stoppage or any other form of concerted job action by employees in the bargaining units, nor will the Union authorize or condone such activity in form.

  • STATEMENT OF DUTIES 56.01 Upon written request, an employee shall be provided with a complete and current statement of the duties and responsibilities of his or her position, including the classification level and, where applicable, the point rating allotted by factor to his or her position, and an organization chart depicting the position’s place in the organization.

  • Absence of Duties The Subordination Agent shall have no duty to see to any recording or filing of this Agreement or any other document, or to see to the maintenance of any such recording or filing.

  • Scope of Duties Without limiting the generality of the foregoing, the Custodian shall be under no duty or obligation to inquire into, and shall not be liable for:

  • Administrative Duties 94 SECTION 12.2 Records.....................................................................97 SECTION 12.3 Additional Information to be Furnished to the Issuer........................97

  • Employee Duties The Employee agrees that they will act in accordance with this Agreement and with the best interests of the Employer in mind, which may or may not require them to present the best of their skills, experience, and talents, to perform all the duties required of the position. In carrying out the duties and responsibilities of their position, the Employee agrees to adhere to any and all policies, procedures, rules, regulations, as administered by the Employer. In addition, the Employee agrees to abide by all local, county, State, and Federal laws while employed by the Employer.

  • Nature of Duties; Independent Credit Investigation The Agent shall have no duties or responsibilities except those expressly set forth in this Agreement and no implied covenants, functions, responsibilities, duties, obligations, or liabilities shall be read into this Agreement or otherwise exist. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Agreement a fiduciary or trust relationship in respect of any Bank; and nothing in this Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Agreement except as expressly set forth herein. Without limiting the generality of the foregoing, the use of the term "agent" in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Each Bank expressly acknowledges (i) that the Agent has not made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of any of the Loan Parties, shall be deemed to constitute any representation or warranty by the Agent to any Bank; (ii) that it has made and will continue to make, without reliance upon the Agent, its own independent investigation of the financial condition and affairs and its own appraisal of the creditworthiness of each of the Loan Parties in connection with this Agreement and the making and continuance of the Loans hereunder; and (iii) except as expressly provided herein, that the Agent shall have no duty or responsibility, either initially or on a continuing basis, to provide any Bank with any credit or other information with respect thereto, whether coming into its possession before the making of any Loan or at any time or times thereafter.

  • Nature of Duties of Agent The Agent shall have no duties or responsibilities except those expressly set forth in this Credit Agreement. Neither the Agent nor any of its officers, directors, employees or agents shall be liable for any action taken or omitted by it as such hereunder or in connection herewith, unless caused by its or their gross negligence or willful misconduct. The duties of the Agent shall be mechanical and administrative in nature; the Agent shall not have by reason of this Credit Agreement a fiduciary relationship in respect of any Lender; and nothing in this Credit Agreement, expressed or implied, is intended to or shall be so construed as to impose upon the Agent any obligations in respect of this Credit Agreement except as expressly set forth herein.

  • Acceptance and Performance of Duties under Serviced Appointments With respect to each Serviced Appointment of Xxxxx Bank, the Bank Assets Purchaser hereby accepts its engagement as Servicer and agrees to perform and discharge all Serviced Duties consistent with the terms hereof. With respect to each Serviced Appointment of Xxxxx Trust Company, the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3) hereby accepts its engagement as Servicer and agrees to perform and discharge all Serviced Duties consistent with the terms hereof. On the terms and subject to the conditions set forth herein, including Article 8, effective as of the Closing, the Purchasers agree to discharge and perform when due the Assumed Servicing Liabilities.

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