Duties and Authorities Clause Samples
The Duties and Authorities clause defines the specific responsibilities and powers assigned to each party under the agreement. It typically outlines what actions each party is required to perform, such as delivering goods, providing services, or making payments, and clarifies any permissions or limitations regarding decision-making or representation. By clearly delineating roles and authorities, this clause helps prevent misunderstandings and disputes over who is responsible for what, ensuring smooth execution of the contract.
Duties and Authorities. During the Term, Executive shall serve as the Company’s President and Chief Executive Officer and shall be responsible for performing all duties and responsibilities of that position and any other duties commensurate with such position that may be assigned to Executive by the Board of Directors of the Company (the “Board”). Executive will have such authority and power as are inherent to the undertakings applicable to Executive’s positions and necessary to carry out the responsibilities and the duties required of Executive hereunder. Executive shall perform Executive’s duties faithfully and to the best of Executive’s ability and shall devote Executive’s full attention, skill and efforts to the performance of the duties required by the Company and shall use Executive’s best skill and abilities to promote the interest of the Company and its affiliates (collectively, the “Company Group”).
Duties and Authorities. In addition to the administration of this Agreement, the duties and authorities of the Commission are as specified in the Joint Powers Agreement, the NCPA Commission Bylaws, and all Project Agreements between NCPA and Project Participants.
Duties and Authorities. During the Term:
3.1 Executive shall serve as the EVP – Commercial of the Company and shall report to the Chief Executive Officer (“CEO”). Executive shall have responsibilities, duties and authority reasonably accorded to and expected of such positions in similar businesses in the United States, including such responsibilities and duties assigned by the Chief Executive Officer from time to time (the “Duties”).
3.2 Executive shall diligently execute such Duties and shall devote him full time, skills and efforts to such Duties, subject to the general supervision and control of the CEO. Executive will not engage in any other employment, occupation or consulting activity during the Term of this Agreement, without the consent of the CEO.
Duties and Authorities. During the Term (as defined below):
3.1 Executive shall act as Chief Accounting Officer. Executive shall have such duties as may be assigned from time to time by the Board of Directors of the Company (the “Board”) and which are consistent with the role of Chief Accounting Officer. Executive shall report directly to the Company’s Chief Executive Officer.
3.2 Except as otherwise expressly provided herein, Executive shall diligently execute such duties and shall devote his full time, skills and efforts to such duties, subject to the general supervision and control of the Board and officers of the Company. Executive will work for the Company on a full time basis.
Duties and Authorities. During the Term (as defined below):
3.1 Executive shall be appointed and serve as the President of the Company. To the extent so elected by the shareholders of the Company, Executive shall also serve as a director of the Company without any additional compensation there for other than as specified in this Agreement. If appointed or requested by the Company's Board of Directors (the "Board"), the Executive shall also serve during all or any part of the Term as any other officer (so long as Executive remains employed in the position of President of the Company or any subsidiary thereof without any additional compensation there for other than as specified in this Agreement. Executive shall have responsibilities, duties and authority reasonably accorded to and expected of such positions and such other responsibilities and duties as required by the Bylaws of the Company and as reasonably assigned by the Board from time to time.
3.2 Except as otherwise expressly provided herein, Executive shall diligently execute such duties and shall devote his full time, skills and efforts to such duties, subject to the general supervision and control of the Board. Except as otherwise expressly approved by the Board, Executive will not engage in any outside activities that will impair his ability to devote his full-time efforts to the performance of his duties under this Agreement.
Duties and Authorities. During the Term (as defined below):
3.1 Executive shall be appointed and serve as the Chief Financial Officer of the Company. If appointed or requested by the Company’s Board of Directors (the “Board”), the Executive shall also serve during all or any part of the Term as any other officer (so long as Executive remains employed in the position of Chief Financial Officer of the Company) of the Company or any subsidiary thereof without any additional compensation therefor other than as specified in this Agreement. Executive shall have responsibilities, duties and authority reasonably accorded to and expected of such positions and such other responsibilities and duties as required by the Bylaws of the Company and as reasonably assigned by the Board from time to time.
3.2 Except as otherwise expressly provided herein, Executive shall diligently execute such duties and shall devote his full time, skills and efforts to such duties, subject to the general supervision and control of the Board. Except as otherwise expressly approved by the Board, Executive will not engage in any outside activities that will impair his ability to devote his full-time efforts to the performance of his duties under this Agreement. The Board will, however, allow Executive to serve on one outside board of directors or advisory board, which may be for a ▇▇▇▇▇▇▇▇▇ company. This commitment may not require more than eight hours per month and is subject to Company’s right to discontinue this authorization at any time and for any or no reason.
Duties and Authorities. (a) During the Employment Period, Employee shall devote all his productive time, ability and attention to the business and affairs of the Company. Employee shall not directly render service of a business, commercial or professional nature to any other person or organization without the consent of the Board of Directors of PCBG, provided, however, that nothing contained herein shall prohibit Employee from serving as an advisor or director of any corporation which does not compete with the business of the Company, or any charitable or non-profit organization. Employee agrees during the Employment Period to use his best efforts, skill and abilities to promote the Company's interests and to serve as the Chairman of the Board (as an Executive Officer as well as Director position) and Chief Executive Officer of the Company. Employee's duties shall include all responsibilities normally assigned to the Chairman and Chief Executive Officer. The Company shall also cause Employee to be nominated, and management proxies will be voted to elect Employee as a director of PCBG during the entire term of this Agreement, and as a director of any company that acquires PCBG during the term hereof. Employee shall receive any and all Director's fees paid to the Company's Directors during the term of this Agreement.
Duties and Authorities. During the Term (as defined below):
3.1 Executive shall act as Executive Vice President. Executive shall have such duties as may be assigned from time to time by the Board of Directors of the Company (the “Board”) and which are consistent with the role of Executive Vice President. In addition to the foregoing, during the Term Executive shall also act as Chief Executive Officer of Predictive Biotech, Inc., a wholly owned subsidiary of the Company.
3.2 Except as otherwise expressly provided herein, Executive shall diligently execute such duties and shall devote his full time, skills and efforts to such duties, subject to the general supervision and control of the Board and officers of the Company. Executive will work for the Company on a full time basis.
Duties and Authorities of the General Manager Subject to the scope of authority of the BOD set out in Article 15.2, other relevant provisions of this Contract and the Articles of Association of the Company, any plans approved by the BOD and the Management-By-Laws, the General Manager shall have the following authorities and duties in relation to the Company:
a. Organize and implement the resolutions, strategic business directions and plans approved by the BOD;
b. Manage the day-to-day business and all relevant administrative matters:
c. Prepare and implement the business plans, budgets, production plans, personnel and staffing plans, procurement and sales plans and other plans and programs and any revisions thereto, unless there is a material deviation from the relevant plans or budget approved and adopted by the BOD;
d. Prepare and submit to the BOD for review and approval (i) the management and financial statements, (ii) the annual financial plan, the annual financial reports, income and expenditure accounts, profit and loss accounts, all in accordance with the requirements for such financial statements and accounts set out in Article 27 below as well as in line with the reporting requirements as notified by MicroPort and Sorin from time to time;
e. Maintain control over all financial matters and guide the other members of the Management Office;
f. Set up the management structure as contained in the Management-By-Laws approved by the BOD, hire and dismiss personnel not being members of the Management Office;
g. Prepare any internal regulations of the Company, including any amendments thereto, and supervise their implementation, subject to their prior approval by the BOD if such approval Is required under this Contract, the Articles of Association of the Company or the Management-By-Laws;
h. Decide on incentive systems with regard to especially but not limited to the procurement and distribution activities of the Company;
i. Promptly notify the Parties and the BOD about all matters coming to his notice which may materially affect the Company's business, premises, or property;
j. Provide the Parties with other information and access as may be requested by the Parties; and
k. Handle other matters entrusted or requested by the BOD. Matters referred to in Article 15.2 and set out elsewhere in this Contract and/or the Articles of Association to be decided by the BOD shall require prior approval of the BOD, unless delegated by the BOD to the General Manager or contained in an approve...
Duties and Authorities. During the Term:
3.1 Executive shall serve as the EVP-Ethanol Marketing (“EVP”) of the Company and shall report to the Chief Executive Officer (“CEO”). Executive shall have responsibilities, duties and authority reasonably accorded to and expected of such positions in similar businesses in the United States, including and such responsibilities and duties assigned by the Chief Executive Officer from time to time (the “Duties”).
3.2 Executive shall diligently execute such Duties and shall devote his full time, skills and efforts to such Duties, subject to the general supervision and control of the CEO. Executive will not engage in any other employment, occupation or consulting activity during the Term of this Agreement.