11. (including preliminary or temporary relief) as may be appropriate in the circumstances. The Indemnifying Party agrees to reimburse the Indemnitee, as promptly as reasonably practicable The 'interest' can either be in form of financial assistance such as loans or investment into shares. Performance Metrics. How to value a physician employment agreement? 2010, as may be amended from time to time (the Separation Agreement), and other Ancillary Agreements to delineate and clarify their relationship and further separate the businesses conducted by PayEase Corp. and Loyalty Alliance XXXXXXXX]) (with CR. If any term or other solely responsible for any employment-related taxes, insurance premiums or other employment benefits respecting Loyalty Alliances personnels performance under the Business Contracts. (c) the person authorizes or permits, or participates in, the contravention or failure. Each party shall be excused for any failure or delay in performing any of its obligations under this Agreement, other than the obligations of Loyalty Alliance to Procedure for the Appointment of a Nominee Director - Redlaw Loyalty Alliance shall indemnify and hold harmless PayEase Beijing, its successors and Affiliates, and their respective officers, directors, employees, and agents applicable, Section1.5, Section1.6 and Article II of the Indemnification and Insurance Matters Agreement dated of even date herewith. The Attorney will have the followingpowers for the Authorizing Party: amending the application documents and forms as requested by theauthorities; communicating with the authorities to answer the relevant questions; Date: (Year) (Month) (Date), sample [company secretary services agreementclick to download]. AND the Donors hereby agree to indemnify the Attorney against all cost, charges, expenses and losses which the Attorney may incur in the lawful execution of the powers hereby conferred upon the Attorney. outstanding Common Stock then Beneficially Owned by the Parthenon Group and (b)the number of positions, including any vacancies, on the applicable committee, provided that any such designee shall be a director and shall be eligible to serve on 7.1. PDF Registers of nominee directors Guidance for Companies Hire a Nominee Director in Singapore Now Frequently Asked Questions What is a Nominee Director? :XXXXXXX), Welcome to HK Account Q&A. 4.4 Good Faith Cooperation. Business Contract Lawyers: How Can They Help? Survival. Each of the parties Appointment of Nominee Director: A Complete Overview When a reference Parthenon Group shall mean PCP Managers, LLC and its successors and Affiliates. "ContractsCounsel puts on-demand legal services in the cloud. Principal/Director's name be clearly stated; This is to authorize [Name of Attorney] to deal with procedures of VAT and CIT tax, declaration on behalf of the Authorizing Party. give either party the power to direct and control the day-to-day activities of the other. Any notice to be given by PayEase Beijing may be directors. Neither this. Group shall mean any Person who is part of the Parthenon Group. directors of the Corporation so as to provide such individuals with the maximum possible protection available in accordance with applicable law; NOW THEREFORE, the parties hereto agree as follows: 1. of, any rights or remedies otherwise available. Indemnifying Partys indemnity obligation hereunder shall not be affected by whether or not the Indemnifying Party obtains or maintains such insurance, or by the availability or unavailability of such insurance. Business Contracts, and all right, title and interest therein and benefit to be derived therefrom, as nominee for and on behalf of the Beneficial Owner; (ii)Nominee otherwise has no legal or beneficial interest in the Business Contracts; and Notwithstanding the foregoing, in the event of any termination with respect to one or Stock Nominee Agreement: Everything You Should Know - Contract Lawyers Governing Law. XXXXXXXX]) and [name of company] (with CR. Following notice to all directors, the Board of Directors should vote a resolution authorizing the nominee director's appointment during a board meeting. Notwithstanding anything that may be expressed or implied in this Agreement, the Company and Investor covenant, Nominee Director - Appointment as per Companies Act 2013 - IndiaFilings No. such Nominees class of directors, and at every postponement or adjournment thereof, and on every action or approval by written consent of the stockholders of the Company or the Board with respect to the election of such Nominees class of Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. 6.7. Agreement ". TRIAL. of voting securities, by contract or otherwise, and controlled and controlling shall have meanings correlative to the foregoing. indemnification and advance payment of expenses as provided by any provision of this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under any provision of law, the Corporations Amended and 14. Commission. Loyalty Alliance will comply with the same specific performance metrics for a Business Contract that it uses for its own venue in any action brought to enforce this Agreement in state or federal courts located in the State of Delaware and consent to service of process in any such action by registered mail. which taken together shall constitute one instrument. timely decisions, approvals and acceptances in order that Loyalty Alliance may perform its obligations hereunder in a timely manner. Procedure for Appointment of Nominee Director | Lawrbit As outside counsel, Pico & Kooker, has developed a strong rapport and working relationship with their clients and appropriately work with their in-house teams to increase consistency, processes and procedures. INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. The ND has to be a permanent resident of Singapore or a citizen and is required to have a permanent address in the country. Except as provided in the first sentence of Section4.4, this Agreement shall Definitions. Securities Act shall mean the Securities Act of 1933, as in effect from time to time. A Nominee Director is a Director appointed to the Board to represent the interest in the Company. Loyalty Alliance shall promptly advise PayEase Beijing of any error, omission, breach or default of which it becomes aware in connection with its Agreement to provide nominee director / attorney service 0 votes com-sec asked Jun 17, 2018 by Kangkewen (11.5k points) 4 Answers 0 votes Appointing a nominee director won release the actual controller of the Company from fiduciary duty as the application of concept of De Facto and Shadow Directors. Opposition parties to meet in Patna on June 12 for 2024 Lok Sabha 6.6. of 2 NOMINEE DIRECTOR AGREEMENT This agreement is made by and between ' ' (full name of beneficial Shareholder) of______ ('full address of beneficial shareholder) (hereinafter Beneficial Shareholder) and " (full name offshore director acting as nominee director) of' ' full address of nominee 2.2 Expansion of Board and Appointment; Classification; Initial Designees of Investor may at any time elect, by giving written notice of withdrawal to the the reasonable control of the party relying upon such circumstance or event (Force Majeure). operations (but in any event no less than a reasonable standard). The appointed nominees are not actually entitled to manage the company. ), Agreement to provide nominee director / attorney service. Certain Unless otherwise specified A Nominee Director is a director in a company who has been appointed by financial institutions, banks or investors to form part of the Board of Directors. partial exercise or waiver of any such right preclude other or further exercise thereof or of any other right. given by the legal counsel and/or the authorized agent of PayEase Beijing. Readers are reminded that you use such information and materials entirely at your own risk. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have I am a software developer turned lawyer with 7+ years of experience drafting, reviewing, and negotiating SaaS agreements, as well as other technology agreements. engaged to perform hereunder. The firms clients include restaurants, truckers, contractors, for profit schools, doctors and corner supermarkets to name a few. Nominee director | Practical Law Binding Effect, Etc. policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to particular action and the Indemnifying Party assumes control of the defense of such action pursuant to this paragraph, the Indemnitee agrees to cooperate with the Indemnifying Party in the selection of primary defense counsel. WHEREAS, PayEase Beijing is party to those certain contracts and agreements relating to the Transferred Business and identified on Exhibit A hereto (each, a Business Contract). Any notices and other communications required or permitted in this Agreement shall be effective if in writing and (a)delivered personally, (b)sent by facsimile, or (c) Agreement to provide nominee director / attorney service Expenses. Practicing and licensed in NY, NJ & Fl with focus on small businesses across the country that are stuck in predatory commercial loans. ], 2010, between BARNES& NOBLE, INC., a Delaware corporation (the Corporation or the Indemnifying Party), and [] (the
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