IMH Sample Clauses

IMH. Infinet and the Consultant intend (i) that this Agreement shall be a consulting agreement and not an employment agreement, and (ii) that the Consultant shall be an independent contractor and not an employee.
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IMH. The Consultant has or shall provide the following Consulting Services to IMH to the extent requested by IMH:
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IMH. ICH or any Affiliated REIT may only pursue an Investment Opportunity contained in a Notice of First Refusal to the Principal Party on terms no less favorable than as presented to IMH, ICH or any Affiliated REIT, or any of their Operating Subsidiaries, and then as set forth to the Principal Party on said Notice of First Refusal.
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IMH has full corporate power and authority to enter into the Dealer Manager Agreement, the Tax Agreement, Non-Competition Agreement, the Right of First Refusal Agreement, the Contribution Agreement and the Submanagement Agreement with the Manager. The Tax Agreement, the Contribution Agreement, the Right of First Refusal Agreement, the Non-Competition Agreement, the Submanagement Agreement and any other Company Agreements to which IMH is a party are collectively referred to as the "IMH Agreements." Each of the Dealer Manager Agreement and the IMH Agreements has been duly authorized, executed and delivered by IMH and constitutes a valid and binding agreement of IMH and is enforceable against IMH in accordance with its terms, except as the enforceability hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors' rights generally and moratorium laws in effect from time to time and by equitable principles restricting the availability of equitable remedies. The execution and delivery by IMH of, and the performance by IMH of its obligations under, each of the Dealer Manager Agreement and IMH Agreements, the consummation of the transactions contemplated hereby and thereby and the application of the net proceeds from the offering and sale of the Shares to be sold by the Company in the manner set forth in the Prospectus under the caption "Use of Proceeds" will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of IMH pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, the charter or by-laws of IMH, any contract or other agreement to which IMH is a party or by which IMH or any of its properties is bound or affected, or violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency or body applicable to the business or properties of IMH the effect of any of which, individually or in the aggregate, would be to have a Material Adverse Effect.
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IMH. During each calendar year that occurs during the Employment Period, IMH shall establish an annual incentive compensation plan pursuant to which Executive shall be eligible to receive additional compensation (the “IMH Cash Bonus”) in an amount up to one hundred percent (100%) of Executive’s IMH Base Salary. The IMH Cash Bonus for each calendar year shall become payable to Executive by IMH based upon the attainment of certain specified goals and objectives as determined by the Compensation Committee of the IMH Board, from time to time, in its sole discretion. The goals and objectives for each calendar year shall be determined by the Compensation Committee of the IMH Board within ninety (90) days after the start of each calendar year (or for calendar 2011, within ninety (90) days after the Effective Date). The Executive’s IMH Cash Bonus for 2011 shall be prorated. Except as provided in Section 7, the Executive must be employed by IMH on the last date of the applicable calendar year in order to be eligible for the IMH Cash Bonus with respect to that calendar year.IMH also has adopted the 2010 IMH Financial Corporation Stock Incentive Plan (the “IMH Equity Plan”). Subject to the terms of this Section 3.2.1, promptly after the Effective Date, it will be recommended to the Compensation Committee of the IMH Board that Executive be granted a stock option (the “Option”) under the IMH Equity Plan to purchase 60,000 shares of IMH’s common stock. The Option shall be granted with an exercise price per share equal to the Fair Market Value (as defined in the IMH Equity Plan) of a share of IMH’s common stock on the grant date, which Fair Market Value will be determined based on the conversion price of the Convertible Loan. Subject to the Executive’s continued employment on each vesting date, the Option shall vest and become exercisable in thirty six (36) substantially equal monthly installments, with the first installment vesting on the last day of the month following the month in which the grant date occurs and an additional installment vesting on the last day of each of the thirty five (35) months thereafter. The Option may also become vested as provided in Section 7. The Option shall have an ordinary term of ten (10) years. The Option shall be granted under and subject to the terms and conditions of the IMH Equity Plan and IMH’s form option agreement approved for use under the IMH Equity Plan. During the Employment Period, the Executive shall also be eligible to receive...
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IMH. During the Employment Period, Executive shall serve as the Chief Financial Officer of IMH. In this capacity, Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly-sized companies, and such other duties and responsibilities as the Chief Executive Officer of IMH shall reasonably designate that are consistent with Executive’s position as Chief Financial Officer of IMH. Executive shall report exclusively to the Chief Executive Officer of IMH, and in the absence of a Chief Executive Officer, Executive shall report to the President of IMH. In addition to serving as the Chief Financial Officer of IMH, Executive shall become a member of the Board of Directors of IMH (the “IMH Board”) from and after the Effective Date, subject to customary board election practices.
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IMH. Commencing on the Effective Date and ending thirty (30) days after IMH’s written notice of termination of this Agreement to the Consultant as to IMH, in consideration for the Consultant’s Consulting Services rendered to IMH through the date thereof, IMH shall pay the Consultant during the Term an annual fee of $595,000, or the IMH Base Consulting Fee, or a monthly fee of $49,583.34 (the “IMH Base Monthly Fee”), payable monthly in advance. Partial months shall be prorated on the basis of a 30-day month.
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IMH. During the Employment Period, Executive shall serve as the President of IMH. In this capacity, Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly-sized companies, and such other duties and responsibilities as the Board of Directors of IMH (the “IMH Board”) shall reasonably designate that are consistent with Executive’s position as President of IMH. Executive shall report exclusively to the Chairman and Chief Executive Officer of IMH. In addition to serving as the President of IMH, Executive currently is and shall continue to be a member of the IMH Board from and after the Effective Date, subject to customary board election practices.
Sample 1
IMH has the power, authority and legal right to execute, deliver and perform this Agreement and all obligations required hereunder and has taken all necessary corporate action to authorize this Agreement on the terms and conditions hereof and the execution, delivery and performance of this Agreement and all obligations required hereunder. No consent of any other person including, without limitation, stockholders and creditors of IMH, and no license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by IMH in connection with this Agreement or the execution, delivery, performance, validity or enforceability of this Agreement and all obligations required hereunder. This Agreement has been, and each instrument or document required hereunder will be, executed and delivered by a duly authorized officer of IMH and this Agreement constitutes, and each instrument or document required hereunder when executed and delivered hereunder will constitute, the legally valid and binding obligation of IMH enforceable against IMH in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws now or hereafter in effect relating to the rights and remedies of creditors generally, and general principles of equity.
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Related to IMH

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

  • Consulting Services During the term of this Agreement, the Consultant shall provide consulting services and assistance with respect to the construction of the senior housing facility owned and/or operated by the Company.

  • EMPLOYMENT OF THE SUB-ADVISOR In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of those assets of the Fund allocated to it by the Advisor (the "Fund Assets"), subject to the control and direction of the Advisor and the Trust's Board of Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund.

  • The Executive This Agreement is personal to the Executive and, without the prior express written consent of the Company, shall not be assignable by the Executive, except that the Executive’s rights to receive any compensation or benefits under this Agreement may be transferred or disposed of pursuant to testamentary disposition, intestate succession or pursuant to a domestic relations order. This Agreement shall inure to the benefit of and be enforceable by the Executive’s heirs, beneficiaries and/or legal representatives.

  • Employment of Executive Employer hereby agrees to employ Executive, and Executive hereby agrees to be and remain in the employ of Employer, upon the terms and conditions hereinafter set forth.

  • Consulting Firm If at the end of such periods contemplated by subsection 3 above, the parties do not mutually agree on a Corrective Action Plan, then either party may refer the Corrective Action Plan to a mutually agreed, nationally (U.S.) recognized consulting firm with applicable expertise in such matters (the “Consulting Firm”) and each party shall execute any reasonable engagement letter requested by such Consulting Firm. If the Purchasers and the Sellers fail to agree on the choice of a Consulting Firm within three (3) Business Days of either party electing to refer the Corrective Action Firm to a Consulting Firm, then the Sellers and Purchasers shall each select one nationally (U.S.) recognized consulting firm with applicable expertise in such matters and those two consulting firms will select a third nationally (U.S.) recognized consulting firm to be the Consulting Firm. The fees and expenses of any Consulting Firms selected pursuant to this Section II.A.4 shall be borne equally by the Sellers, on the one hand, and the Purchasers, on the other hand,.

  • Consulting Arrangement The Company hereby engages Consultant as an independent contractor and not as an employee, to render consulting services to Xxxxxxxx.xxx, Inc. only and to no other company as hereinafter provided; ; this agreement is based on clear acknowledgement that ALL services are solely for XxxxXxxx.xxx, Inc. and the implementation of its corporate and business plans alone. Services therefore remain very focused and DO NOT need to address the many Corporate Consolidation Issues under prior proposals. In addition, Consultant hereby accepts such engagement for a period commencing on August 1, 2002, and ending on the August 1, 2003. Consultant agrees that Consultant will not have any authority to bind or act on behalf of the Company. Consultant shall at all times be an independent contractor hereunder, rather than an agent, coventurer, employee or representative of the Company. The Company hereby acknowledges and agrees that Consultant may engage directly or indirectly in other businesses and ventures and shall not be required to perform any services under this Agreement when, or for such periods in which, the rendering of such services shall unduly interfere with such other businesses and ventures, providing that such undertakings do not completely preempt Consultant's availability during the term of this Agreement. Neither Consultant nor his employees will be considered by reason of the provisions of this Agreement or otherwise as being an employee of the Company or as being entitled to participate in any health insurance, medical, pension, bonus or similar employee benefit plans sponsored by the Company for its employees. Consultant shall report all earnings under this Agreement in the manner appropriate to its status as an independent contractor and shall file all necessary reports and pay all taxes with respect to such payments.

  • Consultant Services 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provided by the Consultant to the Company as consulting services (the "Consulting Services"):

  • AGREEMENTS OF THE EXECUTIVE In consideration of the compensation and benefits to be paid or provided to the Executive by the Employer under this Agreement, the Executive covenants as follows:

  • Employment Services The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of the Chief Operating Officer of the Company to serve for the Term hereof, subject to earlier termination as hereinafter provided. The Executive shall assume and discharge such duties and responsibilities as are commensurate with the Executive’s position. The Executive shall be a full-time employee of the Company and shall exert his best efforts and devote substantially all of his business time and attention to the Company’s affairs and the performance of his duties hereunder.

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