Rights; Services; Responsibilities; Time Commitment Sample Clauses

Rights; Services; Responsibilities; Time Commitment. During the Consulting Term, you shall (i) dedicate that amount of your business time which you deem reasonably necessary to the performance of your services hereunder, and (ii) use your reasonable best efforts to promote the best interests of the Company and its subsidiaries. During the Consulting Term and subject to Section 5(b)(1) above, you shall make yourself generally available in person or by telephone, as determined by you, during business hours to provide such consulting services as reasonably requested by the Company. You shall also make yourself available to travel on behalf of the Company, as agreed to in advance by you and the Chief Executive Officer of the Company. You and the Company anticipate and will each use their reasonable best efforts to ensure that your termination of employment from the Company is a “separation from service” (within the meaning of Section 409A of the Code) and that the level of your consulting services under this Agreement shall not exceed 20 percent of the average level of services you performed for or on behalf of the Company (whether as an employee or an independent contractor) over the 36-month period immediately preceding the date hereof. The Company acknowledges that you are not prohibited by this Agreement from obtaining full-time employment from another entity during the Consulting Term and that your consulting services for the Company shall not interfere with your services to another entity. During the period commencing on the earlier of your vacating the Company’s premises or July 1, 2010 and ending on December 31, 2011, the Company shall reimburse you on a monthly basis for the documented cost of an office and meeting space, an administrative assistant and a car and driver, with an aggregate monthly cost not to exceed $25,000. You acknowledge and agree that you shall be solely responsible for securing the necessary office and meeting space, administrative assistant and car and driver and that the Company shall not be, nor shall it be held out to be, a guarantor or potential guarantor of any of the obligations set forth above.
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Rights; Services; Responsibilities; Time Commitment. 3.1 During the Term, Consultant shall (i) dedicate that amount of his business time which he deems reasonably necessary to the performance of his services hereunder, and (ii) use his reasonable best efforts to promote the best interests of the Company and its subsidiaries.

Related to Rights; Services; Responsibilities; Time Commitment

  • Customer Responsibilities (a) The Customer agrees to (i) promptly notify the Bank of any change that the Customer wishes to make to Exhibit B, (ii) promptly notify the Bank if any information contained in the Customer Information Sheet becomes inaccurate or untrue and (iii) indemnify the Bank for any losses resulting from the Customer's failure to adhere to the provisions of Subsection (a) of this Section 11.

  • ALPS’ Responsibilities In connection with its performance of TA Web, ALPS shall:

  • Specific Responsibilities In addition to its overall responsibility for monitoring and providing a forum to discuss and coordinate the Parties’ activities under this Agreement, the JSC shall in particular:

  • Contractor Responsibilities It shall be Tenant’s responsibility to cause each of Tenant’s contractors and subcontractors to:

  • Client Responsibilities During the Term and subject to the provisions of this Schedule, Client shall at its expense (unless otherwise provided for herein) fulfill, or cause to be fulfilled by the Funds or otherwise, the Client obligations, if any, set forth in each Service Exhibit to this Schedule. Client hereby represents, warrants and covenants that the execution and delivery of this Schedule by Client and the performance of Client’s obligations under this Schedule have been duly authorized by all necessary action on the part of Client. Client must comply with the provisions of this Schedule. Client agrees that DST may seek relief from Client for any infringement of this Schedule such as, but not limited to, a material violation, breach, act of negligence or gross negligence, willful misconduct, misfeasance or malfeasance committed by Client or its officers, agents and assigns, in connection with Client’s obligations and responsibilities under this Schedule.

  • General Responsibilities Issuer hereby engages Distributor to act as exclusive distributor of the shares of each class of the Funds. The Funds subject to this Agreement as of the date hereof are identified on SCHEDULE A, which may be amended from time to time in accordance with Section 11 below. Sales of a Fund's shares shall be made only to investors residing in those states in which such Fund is registered. After effectiveness of each Fund’s registration statement, Distributor will hold itself available to receive, as agent for the Fund, and will receive by mail, telex, telephone, or such other method as may be agreed upon between Distributor and Issuer, orders for the purchase of Fund shares, and will accept or reject such orders on behalf of the Fund in accordance with the provisions of the applicable Fund’s prospectus. Distributor will be available to transmit orders, as promptly as possible after it accepts such orders, to the Fund’s transfer agent for processing at the shares’ net asset value next determined in accordance with the prospectuses.

  • Owners Responsibilities Owner shall comply with the following provisions in a timely manner in accordance with the Project Schedule at no cost to Contractor:

  • Engagement of Services 1.1. The Company hereby engages the Consultant to provide the Services and assist the Company with its Work as an independent contractor to the Company.

  • Monitoring Responsibilities The Custodian shall furnish annually to the Fund, during the month of June, information concerning the foreign sub-custodians employed by the Custodian. Such information shall be similar in kind and scope to that furnished to the Fund in connection with the initial approval of this Contract. In addition, the Custodian will promptly inform the Fund in the event that the Custodian learns of a material adverse change in the financial condition of a foreign sub-custodian or any material loss of the assets of the Fund or in the case of any foreign sub-custodian not the subject of an exemptive order from the Securities and Exchange Commission is notified by such foreign sub-custodian that there appears to be a substantial likelihood that its shareholders' equity will decline below $200 million (U.S. dollars or the equivalent thereof) or that its shareholders' equity has declined below $200 million (in each case computed in accordance with generally accepted U.S. accounting principles).

  • Delegation of Responsibilities The Advisor is authorized to delegate any or all of its rights, duties and obligations under this Agreement to one or more sub-advisors, and may enter into agreements with sub-advisors, and may replace any such sub-advisors from time to time in its discretion, in accordance with the 1940 Act, the Advisers Act, and rules and regulations thereunder, as such statutes, rules and regulations are amended from time to time or are interpreted from time to time by the staff of the Securities and Exchange Commission ("SEC"), and if applicable, exemptive orders or similar relief granted by the SEC and upon receipt of approval of such sub-advisors by the Board of Trustees and by shareholders (unless any such approval is not required by such statutes, rules, regulations, interpretations, orders or similar relief).

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