Assumption of Employment Agreements. Effective no later than immediately prior to the Time of Distribution, Pinnacle shall assign to OpCo or an OpCo Group Member, and Pinnacle and OpCo shall take such actions (if any) as are required to cause OpCo or an OpCo Group member to assume, all employment agreements, individual supplemental benefit agreements and other individual agreements entered into between an OpCo Participant and Pinnacle or any of its Subsidiaries, and OpCo shall indemnify and hold harmless Pinnacle and each member of the Pinnacle Group against any Liabilities pursuant to any such agreement. In addition, nothing in the Separation Agreement or this Agreement shall be construed to change the at-will status of any Pinnacle or OpCo employee.
Assumption of Employment Agreements. Monsanto and PNU shall take all action necessary or appropriate to effect the assumption by Monsanto, effective immediately following the Effective Time, of all rights and obligations of PNU under the employment agreements listed on Schedule 5.6(e).
Assumption of Employment Agreements. Exceptions Schedule 8.2.1(d)(i) Pension Transfer Assumptions Schedule 8.3 Executive Minimum Severance Benefits Schedule 9.2.2 Co-Bound Directories Schedule 10.1.4 Switch Software Schedule 10.8 Title Policies ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") dated as of October 22, 2001, is entered into by and between, on the one hand, CENTURYTEL OF ALABAMA, L.L.C., a Louisiana limited liability company (together with its permitted successors and assigns, the "Buyer"), and, on the other hand, VERIZON SOUTH INC., a Virginia corporation and CONTEL OF THE SOUTH, INC. d/b/a VERIZON MID-STATES, a Georgia corporation ("each a "Seller" and collectively, the Sellers").
Assumption of Employment Agreements. At the Closing, IRT shall assign and the Company shall assume the obligations of IRT under each of the employment agreements listed on Schedule 5.14 of the IRT Disclosure Memorandum.
Assumption of Employment Agreements. Effective as of the Closing Date, the Purchaser shall, or shall cause the Company to, honor or assume, as applicable, (i) the employment agreements with Current Business Employees listed on Section 6.11 of the Disclosure Schedule and (ii) the employment agreements with the individuals listed on Section 6.11 of the Disclosure Schedule who are not employed by the Company or a Subsidiary, which individuals shall, for all purposes of this Agreement, be treated as Current Business Employees.
Assumption of Employment Agreements. Effective as of the Closing, Seller shall assign to Company and Company shall assume from Seller the employment agreements between Seller and the key employees of Company listed on Schedule 10.5; provided, however, that Seller shall retain liability for all payments under such employment agreements with respect to Textron Stock Options and Performance Share Units under any Long-Term Incentive Plan of Seller.
Assumption of Employment Agreements. Bevexxx xxxll retain (and not transfer to NBHI in the Restructuring and Distribution) and Capstone shall assume in the Merger all employment, compensation, and benefit agreements and plans relating to employees or former employees of the Institutional Pharmacy Business, including without limitation, all employment contracts, change of control agreements, severance, and indemnity agreements with such employees and former employees, all PCA employee benefit plans; the portion of all Bevexxx xxxloyee benefit plans relating to Retained Employees; and all grants and awards under the Bevexxx Xxxck Incentive and Long-Term Incentive Plans relating to current or former Institutional Pharmacy employees.
Assumption of Employment Agreements. Subject to and as of the Effective Time, j2 Global assigns, and HoldCo assumes, all of the Agreements along with any rights, duties, and liabilities associated with such Agreements, entered into by j2 Global prior to the Effective Time, contingent upon the applicable employee’s consent to the extent required under the applicable Agreement.
Assumption of Employment Agreements. Exceptions Schedule 8.2.1(d)(i) Pension Transfer Assumptions Schedule 8.3 Executive Minimum Severance Benefits Schedule 9.2.2 Co-Bound Directories Schedule 10.1.4 Switch Software Schedule 10.8 Title Policies ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") dated as of October 22, 2001, is entered into between CENTURYTEL OF MISSOURI, L.L.C., a Louisiana limited liability company (together with its permitted successors and assigns, the "Buyer"), and GTE MIDWEST INCORPORATED d/b/a VERIZON MIDWEST, a Delaware corporation ("Seller").
Assumption of Employment Agreements. Subject to and as of the Effective Time, Arris assigns, and Arris HoldCo assumes, all of the Agreements along with any rights, duties, and liabilities associated with such Agreements, entered into by Arris prior to the Effective Time, contingent upon the applicable employee’s consent to the extent required under the applicable Agreement.
