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 Seller of the representations or covenants contained in Sections 4.1.9, 4.1.13 or 5.1.1 hereof, Buyer, as successor employer to Seller, shall assume all obligations under and be bound by the provisions of each offer of employment by Seller and its Affiliates relating to the Business, each Employment Agreement or any other agreement by Seller or any of its Affiliates relating to conditions of employment, Intellectual Property, employment separation, severance, or employee benefits in connection with the Business; provided, however, Seller and its 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 11.1.2 to be prepared by Seller and submitted to Buyer at least fifteen (15) days prior to the Closing Date.
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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

  • Performance of This and Other Agreements Punctually pay or cause to be paid all amounts payable by it under this Agreement and the other Operative Agreements and observe and perform in all material respects the conditions, covenants and requirements applicable to it contained in this Agreement and the other Operative Agreements.

  • Contracts and Other Agreements Property Manager shall maintain at the Records Office one original (or a copy, if no original is available) of all contracts, occupancy leases, lease abstracts, tenant income certifications, equipment leases, maintenance agreements and all other agreements relating to the Property.

  • 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 Section 3.11.1 Each of the Company and each Company Subsidiary is in compliance in all material respects with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. None of the Company or any Company Subsidiary is liable for any payment to any trust or other fund or to any Governmental Entity, with respect to unemployment compensation benefits, social security or other benefits or obligations for employees (other than routine payments to be made in the ordinary course of business and consistent with past practice). None of the Company or any Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by the Company or any Company Subsidiary, and no collective bargaining agreement or other labor union contract is being negotiated by the Company or any Company Subsidiary. There is no labor dispute, strike, slowdown or work stoppage against the Company or any Company Subsidiary pending or, to the Company’s knowledge, threatened that would reasonably be expected to have a Company Material Adverse Effect. No labor union or similar organization has otherwise been certified to represent any persons employed by the Company or any Company Subsidiary or to the Company’s knowledge has applied to represent such employees or is attempting to organize so as to represent such employees. There is no charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state or foreign agency pending or, to the Company’s knowledge, threatened, except where such charge or complaint would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any Company Subsidiary is materially delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it. To the Company’s knowledge, there are no material controversies pending or threatened, between the Company or any Company Subsidiary and any of their current or former employees, which controversies have or could reasonably be expected to result in action, suit, proceeding, claim, arbitration or investigation before any Governmental Entity. To the Company’s knowledge, no employee of the Company or any Company Subsidiary is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Company Subsidiary because of the nature of the business conducted or presently proposed by the Company to be conducted by it or to the use of trade secrets or proprietary information of others. To the Company’s knowledge, no executive officer or key employee of the Company or any Company Subsidiary has given notice that such executive officer or key employee intends to terminate his or her employment with the Company or such Company Subsidiary.

  • 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:

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Executive Perquisites, Benefits and Other Compensation Employee shall be entitled to receive additional benefits and compensation from the Company in such form and to such extent as specified below:

  • Agreements and Other Documents As of the Closing Date, each Credit Party has provided to Agent or its counsel, on behalf of Lenders, accurate and complete copies (or summaries) of all of the following agreements or documents to which it is subject and each of which is listed in Schedule 5.17: supply agreements and purchase agreements not terminable by such Credit Party within sixty (60) days following written notice issued by such Credit Party and involving transactions in excess of $1,000,000 per annum; leases of Equipment having a remaining term of one year or longer and requiring aggregate rental and other payments in excess of $500,000 per annum; licenses and permits held by the Credit Parties, the absence of which could reasonably be expected to have a Material Adverse Effect; instruments and documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien granted by such Credit Party with respect thereto; and instruments and agreements evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Credit Party.

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