Agreements and Plans. Prior to the Closing Date, the Board of Trustees of the Acquiring Trust shall adopt for each Acquiring Class of each Acquiring Fund investment advisory agreements, other agreements, and distribution and administration plans and fees substantially similar to those of the corresponding Transferring Class of the corresponding Transferring Fund.
Agreements and Plans. WSB agrees to take or refrain from taking, or use its commercially reasonable efforts to effect or refrain from effecting, the actions set forth in Section 6.13 of the WSB Disclosure Schedule, within the time lines set forth therein.
Agreements and Plans. The Trust, on behalf of the Acquiring Fund, shall have entered into, or adopted, as appropriate, an investment management contract, a subadvisory contract, a distribution and service plan pursuant to Rule 12b-1 under the 1940 Act, and other agreements and plans necessary for the Acquiring Fund’s operation as a series of an open-end management investment company. Each such contract, plan and agreement shall have been approved by the Trust Board and, to the extent required by law (as interpreted by SEC staff positions), by its trustees who are not “interested persons” thereof (as that term is defined in the 0000 Xxx) and by Xxxx Xxxxx Partners Fund Advisor, LLC or its affiliate as the Acquiring Fund’s sole shareholder.
Agreements and Plans. Except as provided in Section 4.11(h) of the Company Disclosure Schedule, as of the Closing Date, neither the Company nor any of its Subsidiaries or their current or former ERISA Affiliates shall have any liability or obligations under the Long-Term Incentive Plan, the Existing Employment Agreements or any other Company health and welfare and defined contribution Plans requested by the Partnership to be terminated pursuant to Section 6.10(b).
Agreements and Plans. Except as provided in Section 5.14(h) of the Partnership Disclosure Schedule, as of the Closing Date, neither the Partnership nor any of its current or former ERISA Affiliates shall have any liability or obligations under any Partnership Plan.
Agreements and Plans. Except as described in Schedule 3.13(a) or Schedule 3.13(i), Distribution is not a party to or bound by any written:
(i) plan or agreement with any employee that cannot be unilaterally terminated with notice of 90 or fewer days without liability to Distribution or that entitles the employee to receive any salary continuation or severance payment (in excess of USF's or Distribution's standard severance policy) or retain any specified position with Distribution;
Agreements and Plans. Except as described in Schedule 3.13(a) or Schedule 3.13(i), no Member is, with respect to the employees of the Member or otherwise directly relating to the Business, a party to or bound by any written:
(i) plan or agreement with any such employee that cannot be unilaterally terminated with notice of 90 or fewer days without liability to the Member or that entitles the employee to receive any salary continuation or severance payment (in excess of USF's or the Member's standard severance policy) or retain any specified position with the Member;
(ii) agreement with any officer or director (other than employment agreements disclosed in response to clause (i) or excluded from the scope of clause (i)) of the Member;
(iii) stock option, stock purchase, bonus or other incentive plan or agreement;
(iv) agreement which requires any Member to make any payment to any officer, director or employee of any Member as a result of the transactions contemplated by this Agreement, including any "change in control" provisions or agreements; or
(v) no Member has agreed in any collective bargaining agreement upon future increases in benefit levels or wages, and no such increases are currently the subject of collective bargaining agreement negotiations.
Agreements and Plans. L-B Bank agrees to take, or use its commercially reasonable efforts to effect, the actions set forth in Schedule 6.16 within the time lines set forth in such schedule. Other Actions. L-B Bank covenants and agrees to execute, file and record such documents and do such other acts and things as are necessary or appropriate to obtain required government and regulatory approvals for, and to otherwise take such other necessary and appropriate actions to consummate the transactions contemplated by this Agreement and the Plan of Merger.
Agreements and Plans. Schedule 2.12 contains an accurate complete list of any employee welfare plan, agreement, arrangements, benefit plan, profit sharing plan, phantom stock plan, option plan, bonus plan or commitment by the Company pertaining to the Company's employees (collectively "Benefit Plans") and all liabilities thereunder have been properly reflected on the Balance Sheet to the extent required by GAAP. The Company has never been subject to any "multi-employer pension plan" as defined in Section 3(37) of ERISA. The Company has made available to Parent true, complete and correct copies of all Benefit Plans, agreements, plans, or commitments pertaining to the Company's employees together with the most recent summary plan description or similar document with respect to each applicable Benefit Plan. Each Benefit Plan has been administered in all material respects in accordance with its terms. Except as disclosed in Schedule 2.20, to the knowledge of the Company, Ades and Shareholder, the Company and all Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and other applicable laws. Except as set forth in Schedule 2.20, there are no investigations by any governmental agency, termination proceedings or other claims or lawsuits against or involving any Benefit Plan. Except as set forth in Schedule 2.20, all contributions to the Benefit Plans required to be made by the Company in accordance with the terms of the Benefit Plans have been timely made. To the extent each Benefit Plan is intended to be a tax qualified plan, each such plan or related trust is qualified and exempt from federal income taxes and there has not occurred any event or circumstances which would adversely affect the tax qualification of such plan. To the knowledge of the Company, Ades and Shareholder, no trustee, administrator or other fiduciary of any Benefit Plan has engaged in transactions which would subject the Company to any liability for breach of fiduciary duty under ERISA or other applicable law. Except for the Compensation Plan Arrangements which are to be satisfied in full pursuant to Section 1.12 above, the Company will terminate all Benefit Plans as of the Effective Time and such termination will not give rise to any ongoing liability by Parent or the Surviving Corporation. When executed by the respective parties thereto, the Modification Agreements shall be valid and binding obligations of their respective parties and satisfaction of the Compensation ...
Agreements and Plans. Schedule 3.12 lists all Employment Agreements and Benefit Plans, and specifically identifies which Benefit Plans are CM Plans and which are Subsidiary Plans. Seller has made available to Buyer a true, correct and complete copy of all Service Provider Agreements and Collective Bargaining Agreements. With respect to each Benefit Plan, Seller has made available to Buyer true and complete copies of the most recent plan document and the most recent summary plan description, if any, and, where applicable, the most recent form of individual award agreement. There are no amendments to any Subsidiary Plans that have been adopted or approved that are not reflected in the plan document, and neither Seller nor its Affiliates have undertaken to or committed to make any such amendments or to establish adopt or approve any new Benefit Plan.
