Canadian Employees. (i) Except as set forth on Schedule 5.9(b) (as updated from time to time) and as of the date hereof, no Canadian Loan Party maintains or contributes to any plan other than statutory plans required by applicable law.
(ii) Except as set forth in Schedule 5.9(b) and as of the date hereof, no Canadian Loan Party has or is subject to any present or future obligation or liability under any Canadian Employee Plan and any overtime pay, vacation pay, premiums for unemployment insurance, health and welfare insurance premiums, accrued wages, salaries and commissions, severance pay and employee benefit plan payments have been fully paid by each Canadian Loan Party or, in the case of accrued unpaid overtime pay or accrued unpaid vacation pay for Canadian Employees, has been accurately accounted for in the books and records of each Canadian Loan Party or has been reported pursuant to the collateral reporting obligation pursuant to Section 5.9(b).
(iii) Schedule 5.9(b) (as updated from time to time) lists all the Canadian Pension Plans and Canadian Employee Plans applicable to the Canadian Employees of each Canadian Loan Party in respect of employment in Canada and which are currently maintained or sponsored by each Canadian Loan Party or to which each Canadian Loan Party contributes or has an obligation to contribute, except, for greater certainty, any statutory plans to which each Canadian Loan Party is obligated to contribute to or comply with under applicable law.
(iv) No improvements to any Canadian Pension Plan or any Canadian Employee Plan have been promised, except such improvements as are described in the collective bargaining agreements listed in Schedule 5.9(b) (as updated from time to time), and no amendments or improvements to a Canadian Employee Plan will be made or promised by any Canadian Loan Party before the Closing Date.
(v) Except as disclosed in Schedule 5.9(b) (as updated from time to time), no Canadian Loan Party provides benefits to retired Canadian Employees or to beneficiaries or dependents of retired Canadian Employees.
(vi) All obligations regarding the Canadian Pension Plans and the Canadian Employee Plans (including current service contributions) have been satisfied, there are no outstanding defaults or violations by any party to any Canadian Pension Plan and any Canadian Employee Plan and no taxes, penalties or fees are owing or exigible under any of the Canadian Employee Plans, except which could not reasonably be expected to result in a M...
Canadian Employees. Notwithstanding the other provisions of this Section 13.2 (including, for greater certainty, Section 13.2(d)(i)), respecting the conversion or adjustment of each MRO Unvested Option into a Remaining MRO Unvested Option or an MPC Unvested Option, as applicable, if MRO Unvested Options are held by a Person who, for the purposes of the Income Tax Act (Canada) (the “ITA”), is a resident of Canada or who was granted such MRO Unvested Options in respect of, in the course of, or by virtue of employment in Canada, the conversion or adjustment of that Person’s MRO Unvested Options shall be effected with such modifications as may be required such that: (A) any action under Section 13.2(b) which is called for at or as of the Effective Time shall be taken or completed at the time that is immediately before the time that is immediately before the Effective Time (in this Section 13.2(d)(ii), the applicable time for the actions under Section 13.2 is the “Adjustment Time”), (B) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Unvested Options is nil or positive, the Post-Distribution Spread of such Person's Remaining MRO Unvested Options or MPC Unvested Options, as applicable, shall be equal to or less than such Canadian Pre-Distribution Spread, and (C) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Unvested Options is negative, the Post-Distribution Spread of such Person's Remaining MRO Unvested Options or MPC Unvested Options, as applicable, shall be less than nil. Notwithstanding anything herein contained, it is the intention that subsection 7(1.4) of the ITA shall apply to the adjustments and conversions contemplated in this Section 13.2(d)(ii). Accordingly, if at any time hereafter, for the purposes of the ITA (or any corresponding provincial income tax legislation) and determining the income tax consequences, if any, of the actions taken pursuant to this Section 13.2(d)(ii), it is finally determined, whether by a tribunal or a court of competent jurisdiction, or otherwise that (A) the total value of the shares of common stock which may be acquired pursuant to a Person's Remaining MRO Unvested Options or MPC Unvested Options, as applicable, less the aggregate exercise price payable under such options, as determined immediately after the Adjustment Time, exceeds (B) the total value of the shares of common stock that could be acquired under that Person's MRO Unvested Options, less the aggregate amount payable under such options...
Canadian Employees. Buyer hereby agrees that, upon the Closing or promptly thereafter, it will offer employment to the three employees of MJ Instrument Sales Co., a Nova Scotia entity, at salaries (including, without limitation, commissions and benefits) reasonably equivalent to existing amounts. Buyer hereby covenants and agrees to assume and pay amounts owing to MJ Instruments Sales Co. as of the Closing Date under the Organization and Support Services Agreement dated as of January 1, 2003 between MJ Research and MJ Instrument Sales Co., as amended, and the Non-Exclusive Agency Agreement dated as of January 1, 2004 between MJ Research and MJ Instrument Sales Co., as amended (including, without limitation, amounts that will be payable as commissions to MJ Instrument Sales Co. and its employees for sales incurred prior to Closing); it being understood that such covenant and agreement shall not have any effect on any other valid obligation of any Subject Company to MJ Instrument Sales Co.
Canadian Employees. The following is a complete list of agreements between the Company and its Canadian employees with respect to any benefits or termination: Employment agreement with Exxx Xxxxx dated January 12, 2012 Employment agreement with Axxxx Xxxxxxxxx dated January 12, 2012 Employment agreement with Axx Xxxxxxxxx dated March 1, 2011 Employment agreement with Axxxxx Patient dated January 1, 2012 Incentive Stock Option Plan dated January 6, 2012 The Company possesses all necessary authorizations, approvals and permits necessary to conduct business as presently conducted with the exception of the following: Medicine License for Merus Labs Luxco S.a r.x, Wholesale license for Merus Labs Netherland B.V.
Canadian Employees. Canadian Buyer shall provide or establish benefit plans and group RRSP plans for the Transferred Employees employed by Agilysys Canada that provide, when taken as a whole, the same or no less favorable benefits as those generally provided by Buyers to its similarly situated employees as of the Closing Date.
Canadian Employees. Neenah Paper shall be solely responsible, and shall indemnify Kxxxxxxx-Xxxxx, or its subsidiaries or affiliates, for all claims for workers’ compensation reported by a Canadian Business Employee before, on or after the Distribution Date. Any experience refunds which relate to such claims shall be paid to Neenah Paper, or if received by Kxxxxxxx-Xxxxx or its subsidiaries or affiliates, paid by Kxxxxxxx-Xxxxx or its subsidiaries or affiliates to Neenah Paper. Neenah Paper shall be solely responsible for, and shall indemnify Kxxxxxxx-Xxxxx, or its subsidiaries or affiliates, for any experience surcharges which relate to such claims.
Canadian Employees. Effective as of the Distribution Date, Neenah Paper shall establish supplemental employee retirement plans or other pension plans which are not registered that are substantially similar to the Kxxxxxxx-Xxxxx supplemental employee retirement plans in which Canadian Business Employees participate, including but not limited to any monthly retirement income arrangements payable pursuant to the settlement of union grievances and any special retirement packages applicable to Canadian Business Employees employed at the Terrace Bay or Longlac facilities of the Neenah Business. Neenah Paper shall assume and be solely responsible for any liabilities arising from or in connection with all such Canadian Business Employees under such plans.
Canadian Employees. None of the provisions of Article VI (including but not limited to Sections 6.02 and 6.05) apply to the Affected Employees employed in Canada to the extent that the context or applicable Law makes such provisions inapplicable; provided, however, that for the six-month period following the Closing Date, any Affected Employees employed in Canada shall be entitled to receive benefits that are substantially comparable, in the aggregate, to the benefits received by such Affected Employees immediately prior to the Closing.
Canadian Employees. All Share Units granted to Canadian Employees shall be in compliance with the requirements pertaining to the exception to the application of the salary deferral arrangement rules in paragraph (k) of the definition of “salary deferral arrangement” in subsection 248(1) of the Tax Act, as such subsection may be amended or enacted from time to time.
Canadian Employees. Unless otherwise specifically provided herein, the Canadian Employees will be subject to the same terms and provisions as the U.S. Employees, except to the extent otherwise required to comply with Canadian law; provided, however, that the Buyer shall only be required to make or cause a Buyer Affiliate to make an offer of employment to ten (10) Canadian Employees at least three (3) Business Days prior to the Closing. Notwithstanding any statutory or other rights that any Canadian Employee may have, to the extent that the payment of any claims with respect to termination of his or her employment or severance benefits or government required termination liabilities to any transferred Canadian Employee who received and accepted an offer from the Buyer or a Buyer Affiliate is required as a result of (i) the consummation of the transactions contemplated by this Agreement and any concurrent or deemed transfers of employment or (ii) termination of the employment of any Canadian Employee who is a Transferred Employee by the Buyer after the Closing Date, such claims, severance benefits and government-required termination liabilities shall be the sole responsibility of the Buyer. The Buyer shall, and shall cause its Affiliates to, recognize all service of each transferred Canadian Employee with Dictaphone or any other Seller or predecessor thereof for all purposes, including eligibility to participate, vesting credit, entitlement for benefits and benefit accrual, except to the extent such treatment would result in duplicative benefits.”
