Assumption of Employment and Other Agreements Sample Clauses

Assumption of Employment and Other Agreements. On and after the Closing Date, except (a) as otherwise provided in this Agreement or in Schedule 8.1.2 or (b) to the extent arising as a result of the breach by Sellers of the representations or covenants contained in Sections 4.1.9, 4.1.13 or 5.1.1 hereof, Buyer, as successor employer to Sellers, shall assume all obligations under and be bound by the provisions of each offer of employment by Sellers and their Affiliates relating to the Business, each Employment Agreement or any other agreement by Sellers or any of their Affiliates relating to conditions of employment, Intellectual Property, employment separation, severance, or employee benefits in connection with the Business; provided, however, Sellers and their Affiliates shall retain the right to enforce agreements relating to Intellectual Property. Schedule 8.1.2 lists the obligations, as of the date hereof, to be assumed by Buyer pursuant to this Section 8.1.2.
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Assumption of Employment and Other Agreements. On and after the Closing Date, except as otherwise provided in this Agreement or in Schedule 11.1.2, Buyer, as successor employer to Seller (subject to Seller's Retained Liabilities in Section 2.4.2(d)), shall assume all obligations under and be bound by the provisions of each offer of employment by Seller relating to the Business, each employment agreement or any other agreement by Seller relating to conditions of employment, employment separation, severance, or employee benefits in connection with the Business. All obligations described in this Section 11.1.2 assumed by and binding Buyer shall be identified on a Schedule 11.
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Assumption of Employment and Other Agreements. On and after the Closing Date, except as otherwise provided in this Agreement or in Schedule 11.1.2, Buyer, as successor employer to Seller, shall assume all obligations of each employment agreement or any other agreement by Seller relating to conditions of employment, employment separation, severance, or employee benefits in connection with the Transferred Employees, but only to the extent that they have been disclosed to Buyer on Schedule 8.1.16(a) and copies have been furnished to Buyer as soon as administratively practicable prior to the execution of this Agreement. To the extent that Buyer assumes any obligations under this Article 11, Buyer may reduce or eliminate benefits under any agreement, plan, policy or program only to the extent required to comply with applicable law, or to the extent that Seller, its Affiliates, or any successors or assigns, make amendments or changes to its benefit plans, policies or programs to eliminate or reduce benefits. Until the fifth anniversary of the Closing Date, Seller promptly shall deliver to Buyer a copy of each material amendment or change that Seller makes to its Plans and Employment Agreements to eliminate or reduce benefits thereunder and shall confirm to Buyer on an annual basis whether, and the extent to which, it has amended its Plans and Employment Agreements and provide sufficient detail to enable Buyer to determine whether Seller has reduced or eliminated benefits thereunder. After the fifth anniversary of the Closing Date, Buyer may amend such plans, policies, and programs in any manner it determines, consistent with applicable law and collective bargaining agreements.
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Assumption of Employment and Other Agreements. 46 8.1.3 No Creation of Objection Rights......................46 8.1.4 Recognition of Transferred Employee Service..........46 8.1.5 Assumption of Obligation to Pay Bonuses..............46 8.1.6
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Assumption of Employment and Other Agreements. On and after the Closing Date, except as otherwise provided in this Agreement, Buyer shall assume all obligations under and be bound by the provisions of each offer of employment by Parent or its Affiliates relating to the Transferred Employees, each employment agreement or any other agreement by Parent relating to conditions of employment, employment separation, severance, or employee benefits in connection with the Transferred Employees. Set forth on Schedule 6.1(a) is a list of such agreements (other than Plans) between Parent or its Affiliates and any Transferred Employee that is or could reasonably be expected to become a liability of the Company and its Subsidiaries. Notwithstanding the first sentence of this Section 6.1(a), Sellers shall remain obligated and bound by all transaction completion bonus agreements except in the event that liability under any such agreement results from actions of Buyer and its Subsidiaries from and after the Closing Date, in which event Buyer shall indemnify and hold harmless Parent and its Affiliates for any liability arising under such transaction completion bonus agreement. Buyer will cause the Company and its Subsidiaries to continue the Business Impact Compensation Plan, Pre-Pass Carrier Sales Incentive Plan and Incentive Plan for New Hire Data Entry in New York Centralized Collection and Disbursement Project (collectively, the "Incentive Plans") without change or amendment for any portion of calendar year 2001 remaining after the Closing Date and will cause the Company and its Subsidiaries to pay all benefits due under the Incentive Plans with respect to such calendar year to eligible Transferred Employees in accordance with the terms of the Incentive Plans on or before February 1, 2002. With respect to the Lockheed Marxxx Xxrporation Management Incentive Compensation Plan (the "MICP"), Parent will calculate a prorated incentive bonus for the period from January 1, 2001 through the Closing Date based on the terms of the MICP and Buyer shall or shall cause the Company and its Subsidiaries to pay each eligible Transferred Employee such incentive bonus on or before February 1, 2002. Buyer shall or shall cause the Company and its Subsidiaries to implement and continue for the remainder of calendar year 2001 after the Closing Date a bonus plan covering those Transferred Employees who were covered under the MICP immediately prior to such date. Buyer shall indemnify Sellers and their Affiliates for any liability to any T...
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Assumption of Employment and Other Agreements. On and after the Closing Date, except as otherwise provided in this Agreement, the Company shall assume all obligations under, and be bound by the provisions, of each employment agreement or any other agreement by Seller Parent, Seller and their Affiliates and the Company and the Subsidiary relating to conditions of employment, employment, separation, or severance that are listed in Section 10.3 of the Seller's Disclosure Schedule in connection with the Transferred Employees for the term of each agreement as provided therein. Section 10.3(a) of Seller's Disclosure Schedule is a list of such agreements (other than Company Benefit Plans) between the Seller Parent, the Seller or its Affiliates, and the Company or the Subsidiary and any Transferred Employee that is or could reasonably be expected to become a liability of the Buyer, the Company or the Subsidiary.
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Related to Assumption of Employment and Other Agreements

  • Solicitation of Employees, Consultants and Other Parties I agree that during the term of my Relationship with the Company, and for a period of twenty-four months immediately following the termination of my Relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, during my Relationship with the Company and at any time following termination of my Relationship with the Company for any reason, with or without cause, I shall not use any information rising to the level of a trade secret of the Company: (i) to attempt to negatively influence any of the Company’s clients or customers from purchasing Company products or services; (ii) to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly; or, (iii) to direct any of the Company’s clients or customers to purchase products and/or services – from any person, firm, corporation, institution or other entity in competition with the business of the Company.

  • Labor and Other Employment Matters (a) (i) Neither the Parent nor any of the Parent Subsidiaries is a party to or bound by any collective bargaining or similar agreement or work rules or practices with any labor union, works council, labor organization or employee association applicable to employees of the Parent or any Parent Subsidiary, nor are there any negotiations or discussions currently pending between the Parent or the Parent Subsidiaries and any union, work counsel, labor organization, or employee association, (ii) there have been no strikes, work stoppages, shutdowns, or lockouts with respect to any Parent Employee during the last five (5) years, (iii) to the knowledge of the Parent, there is no effort pending or threatened against the Parent or any Parent Subsidiary, (iv) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Parent, threatened with respect to Parent Employees, and (v) there is no slowdown, work stoppage or similar labor activity in effect or, to the knowledge of the Parent, threatened with respect to Parent Employees; except, with respect to clauses (ii) through (v) hereof, as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The Parent and the Parent Subsidiaries are, and have been, in compliance in all material respects with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours, including the obligations of the WARN Act, (iii) unfair labor practices, and (iv) occupational safety and health and immigration, except as set forth in Section 5.12(b) of the Parent Disclosure Letter, neither Parent nor any Parent Subsidiary has implemented, conducted or experienced a “plant closing” or “mass layoff” as defined in the WARN Act (or any similar group personnel action requiring advance notice under the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of Parent or any Parent Subsidiary. (c) Except as set forth in Section 5.12(c) of the Parent Disclosure Letter, there are no proceedings pending or, to the knowledge of the Parent, threatened against the Parent or any of the Parent Subsidiaries in any forum by or on behalf of any present or former Parent Employee or any present or former employee of any Person providing services to any Parent Entity for which Parent could reasonably be expected to be liable that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect, any applicant for employment or classes of the foregoing alleging unpaid or overdue wages or compensation due, breach of any express or implied employment contract, violation of any Law or regulation governing employment or the termination thereof, or any other discriminatory, wrongful or tortious conduct on the part of the Parent of any of the Parent Subsidiaries in connection with the employment relationship that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect. (d) Each individual who renders service to the Parent or any Parent Subsidiary who is classified by the Parent or such Parent Subsidiary, as applicable, as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and tax reporting and under any Parent Employee Benefit Plans) is properly so classified and treated in accordance with applicable Laws and for purposes of all Parent Employee Benefit Plans and perquisites.

  • Servicing and Other Compensation The Servicer, as compensation for its activities hereunder, shall be entitled to receive, on or prior to each Distribution Date, the amounts provided for as the Servicing Fee and as reimbursement for Nonrecoverable Advances, Servicing Advances and reimbursement for Advances, all as specified by Section 5.09. The amount of compensation or reimbursement provided for shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. Additional servicing compensation in the form of assumption fees, prepayment fees and late payment charges shall be retained by the Servicer, to the extent permitted by applicable law. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees and expenses of the Trustee and any Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 5.09 and 5.21.

  • Vacation and Other Benefits Each Contract Year, Executive shall be entitled to four (4) weeks of paid vacation in accordance with Employer’s applicable policies and procedures for executive-level employees. Executive shall also be eligible to participate in and receive the fringe benefits generally made available to other executive-level employees of Employer in accordance with and to the extent that Executive is eligible under the general provisions of Employer’s fringe benefit plans or programs; provided, however, that Executive understands that these benefits may be increased, changed, eliminated or added from time to time during the Term as determined in Employer’s sole and absolute discretion.

  • Compensation and Other Benefits Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

  • LEGISLATIVE ACTS AND OTHER INSTRUMENTS Subject: Stabilisation and Association Agreement between the European Communities and their Member States, of the one part, and the former Yugoslav Republic of THE KINGDOM OF BELGIUM, THE KINGDOM OF DENMARK, THE FEDERAL REPUBLIC OF GERMANY, THE HELLENIC REPUBLIC, THE KINGDOM OF SPAIN, THE FRENCH REPUBLIC, IRELAND, THE ITALIAN REPUBLIC, THE GRAND DUCHY OF LUXEMBOURG, THE KINGDOM OF THE NETHERLANDS, THE REPUBLIC OF AUSTRIA, THE PORTUGUESE REPUBLIC, THE REPUBLIC OF FINLAND, THE KINGDOM OF SWEDEN, THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND Contracting Parties to the Treaty establishing the European Community, the Treaty establishing the European Coal and Steel Community, the Treaty establishing the European Atomic Energy Community, and the Treaty on European Union hereinafter referred to as "Member States", and THE EUROPEAN COMMUNITY, THE EUROPEAN COAL AND STEEL COMMUNITY, THE EUROPEAN ATOMIC ENERGY COMMUNITY, hereinafter referred to as the "Community", of the one part, and THE FORMER YUGOSLAV REPUBLIC OF MACEDONIA hereinafter referred to as "the former Yugoslav Republic of Macedonia", of the other part, CONSIDERING the strong links between the Parties and the values that they share, their desire to strengthen those links and establish a close and lasting relationship based on reciprocity and mutual interest, which should allow the former Yugoslav Republic of Macedonia to further strengthen and extend the relations established previously, in particular through the Cooperation Agreement signed on 29 April 1997 by way of Exchange of Letters, which entered into force on 1 January 1998, CONSIDERING that the relationship between the Parties in the field of inland transport should continue to be governed by the Agreement between the European Community and the former Yugoslav Republic of Macedonia in the field of transport, signed on 29 June 1997, which entered into force on 28 November 1997, CONSIDERING the importance of this Agreement, in the framework of the Stabilisation and Association process with the countries of south-eastern Europe, to be further developed by an EU Common strategy for this region, in the establishment and consolidation of a stable European order based on cooperation, of which the European Union is a mainstay, as well as in the framework of the Stability Pact, CONSIDERING the commitment of the Parties to contribute by all means to the political, economic and institutional stabilisation in the former Yugoslav Republic of Macedonia as well as in the region, through the development of civic society and democratisation, institution building and public administration reform, enhanced trade and economic cooperation, the strengthening of national and regional security, as well as increased cooperation in justice and home affairs, CONSIDERING the commitment of the Parties to increasing political and economic freedoms as the very basis of this Agreement, as well as their commitment to respect human rights and the rule of law, including the rights of persons belonging to national minorities, and democratic principles through free and fair elections and a multiparty system, CONSIDERING the commitment of the Parties to the principles of free market economy and the readiness of the Community to contribute to the economic reforms in the former Yugoslav Republic of Macedonia, CONSIDERING the commitment of the Parties to the full implementation of all principles and provisions of the UN Charter, of the OSCE, notably those of the Helsinki Final Act, the concluding documents of the Madrid and Vienna Conferences, the Charter of Paris for a New Europe, and of the Cologne Stability Pact for south-eastern Europe, so as to contribute to regional stability and cooperation among the countries of the region, XXXXXXXX of establishing regular political dialogue on bilateral and international issues of mutual interest, including regional aspects, CONSIDERING the commitment of the Parties to free trade, in compliance with the rights and obligations arising out of the WTO, CONVINCED that the Stabilisation and Association Agreement will create a new climate for economic relations between them and above all for the development of trade and investment, factors crucial to economic restructuring and modernisation, BEARING IN MIND the commitment by the former Yugoslav Republic of Macedonia to approximate its legislation to that of the Community, TAKING ACCOUNT of the Community's willingness to provide decisive support for the implementation of reform, and to use all available instruments of cooperation and technical, financial and economic assistance on a comprehensive indicative multi-annual basis to this endeavour, CONFIRMING that the provisions of this Agreement that fall within the scope of Part III, Title IV of the Treaty establishing the European Community bind the United Kingdom and Ireland as separate Contracting Parties, and not as part of the European Community, until the United Kingdom or Ireland (as the case may be) notifies the former Yugoslav Republic of Macedonia that it has become bound as part of the European Community in accordance with the Protocol on the position of the United Kingdom and Ireland annexed to the Treaty on European Union and the Treaty establishing the European Community. The same applies to Denmark, in accordance with the Protocol annexed to those Treaties on the position of Denmark, RECALLING the European Union's readiness to integrate to the fullest possible extent the former Yugoslav Republic of Macedonia into the political and economic mainstream of Europe and its status as a potential candidate for EU membership on the basis of the Treaty on European Union and fulfilment of the criteria defined by the European Council in June 1993, subject to successful implementation of this Agreement, notably regarding regional cooperation, HAVE AGREED AS FOLLOWS:

  • Executive Perquisites, Benefits and Other Compensation Executive shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below: (i) Payment of all premiums for coverage for Executive and his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that the Company may have in effect from time to time, benefits provided to Executive under this clause (i) to be at least equal to such benefits provided to Metals executives. (ii) Reimbursement for all business travel and other out-of-pocket expenses reasonably incurred by Executive in the performance of his services pursuant to this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Executive upon submission of any request for reimbursement, and in a format and manner consistent with the Company's expense reporting policy. (iii) The Company shall provide Executive with other executive perquisites as may be available to or deemed appropriate for Executive by the Board and participation in all other Company-wide employee benefits as are available from time to time.

  • Payment of Employment Taxes and Other Expenses Should City, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Division, or both, determine that Contractor is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by Contractor which can be applied against this liability). City shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past services performed by Contractor for City, upon notification of such fact by City, Contractor shall promptly remit such amount due or arrange with City to have the amount due withheld from future payments to Contractor under this Agreement (again, offsetting any amounts already paid by Contractor which can be applied as a credit against such liability). A determination of employment status pursuant to the preceding two paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement, Contractor shall not be considered an employee of City. Notwithstanding the foregoing, Contractor agrees to indemnify and save harmless City and its officers, agents and employees from, and, if requested, shall defend them against any and all claims, losses, costs, damages, and expenses, including attorneys’ fees, arising from this section.

  • Salary and Other Compensation As compensation for the services to be rendered by the Employee to the Company pursuant to this Agreement, the Employee shall be paid the following compensation and other benefits:

  • Insurance and Other Benefits During the Employment Period, the Executive and the Executive’s dependents shall be entitled to participate in the Company’s insurance programs and any ERISA benefit plans, as the same may be adopted and/or amended from time to time (the “Benefits”). The Executive shall be entitled to paid personal days on a basis consistent with the Company’s other senior executives, as determined by the Board. The Executive shall be bound by all of the policies and procedures established by the Company from time to time. However, in case any of those policies conflict with the terms of this Agreement, the terms of this Agreement shall control.

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