Continuity and Performance of Agreements. From and after the date hereof, any unions, works councils or similar organizations representing the Valvoline Employees shall continue to represent those employees for purposes of collective bargaining with any member of the Valvoline Group, and the members of the Valvoline Group shall comply with the terms of, and assume all Liabilities of the Ashland Global Group with respect to, each works council, collective bargaining or other labor union agreement that covers one or more Valvoline Employees, including those set forth on Schedule 3.01, in each case as in effect as of the date hereof, and shall comply with all applicable Laws with respect thereto, until such time as the Valvoline Group negotiates a new works council, collective bargaining or other labor union agreement.

Continuity and Performance of Agreements. The unions representing any WhiteWave Employee will continue to represent those employees for purposes of collective bargaining with WhiteWave, WWF Operating Company or any other member of the WhiteWave Group, and each collective bargaining agreement between WhiteWave, WWF Operating Company or any other member of the WhiteWave Group and any union representing its employees, shall remain in effect (the “WhiteWave CBAs”). The Parties agree to take any and all actions reasonably necessary or appropriate, including the entry into an agreement of the type contemplated pursuant to Section 4204 of the Employee Retirement Income Security Act of 1974, as amended, to avoid the imposition of any withdrawal liability with respect to any multiemployer plan by reason of the Distribution.

See All (4)

Continuity and Performance of Agreements. (a) From and after the Separation Date (or such other date as is required by applicable Law), to the extent one or more members of the Kenvue Group becomes, or may become, a successor employer to the applicable member of the J&J Group under a Kenvue CBA pursuant to applicable Law or the terms of such Kenvue CBA, then such members hereby agree to become a successor employer to such Kenvue CBA, to comply with, honor and fulfil their obligations under such Kenvue CBA and that such members assume responsibility for, and J&J or the relevant member of the J&J Group shall cease to be responsible for or to otherwise have any Liability in respect of, such Kenvue CBA to the extent it pertains to any Kenvue Employee. To the extent the foregoing sentence is not applicable with respect to a Kenvue CBA, then, with respect to the Kenvue Employees subject to such Kenvue CBA, the members of the Kenvue Group shall be responsible for, and shall comply with, all obligations under applicable Law relating to collective bargaining and representation, including any that may be triggered as a result of the transactions contemplated by this Agreement, the Separation Agreement or any Ancillary Agreement, and shall indemnify the members of the J&J Group from any failure to so comply and for any obligations to such Kenvue Employees that may arise under the Kenvue CBAs on or after the Standup Date. (b) To the extent required by applicable Law, any Kenvue CBA, J&J CBA or any other Collective Bargaining Agreement, each Party shall cooperate and consult in good faith to provide notice, engage in consultation and take any similar action which may be required on its part in connection with the Initial Public Offering or the Second Step Transaction.

Continuity and Performance of Agreements. As of the Distribution Date, the unions representing the employees of any Idearc Subsidiary will continue to represent those employees for purposes of collective bargaining with their respective employers, and the collective bargaining agreements between those Idearc Subsidiaries and the unions representing their employees, which are listed on Annex A (the “Idearc CBAs”), shall remain in effect. Any obligations of any Verizon Group Member under the Idearc CBAs shall be the obligations of and performed by Idearc or a Designated Idearc Subsidiary.

Continuity and Performance of Agreements. From and after the date hereof, any unions, works councils or similar organizations representing the ASV Employees shall continue to represent those employees for purposes of collective bargaining with ASV, and ASV shall comply with the terms of, and assume all Liabilities of the Manitex Group with respect to, each works council, collective bargaining or other labor union agreement that covers one or more ASV Employees, in each case as in effect as of the date hereof, and shall comply with all applicable Laws with respect thereto, until such time as ASV negotiates a new works council, collective bargaining or other labor union agreement.

Related to Continuity and Performance of Agreements

Continuity of Service and Performance Unless otherwise agreed in writing, the Parties shall continue to provide service and honor all other commitments under this Agreement during the course of a Dispute with respect to all matters not subject to such Dispute.
Capacity and Performance (a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their President and Chief Executive Officer. In addition, and without further compensation, the Executive shall serve as a director of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintain directors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada Goose Holdings Inc. and the shareholders named therein, even-dated herewith. (b) During the term hereof, and subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties and responsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in any industry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Board of Directors of the Company (the “Board”) in writing. (c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards or committees that are set forth on the schedule attached hereto as Exhibit A, including remaining the chairman of the board of Polar Bears International. The Executive may sit on or be involved with any additional not-for-profit, industry, trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of the Board (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonably withheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicable board or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company, (ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried out by the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive will be entitled to all fees earned by him in connection with sitting on any such board or committee. The Executive acknowledges and agrees that he will not, at any one time during the term of this Agreement, sit on more than four (4) for-profit and not-for-profit boards (or similar committees), in the aggregate, unless otherwise expressly permitted by the Board. (d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him in connection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreement without the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those set forth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements, lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out his duties and responsibilities to the Company. (e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices and procedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time. (f) So long as the Executive is the President and/or Chief Executive Officer of the Company, Xxxxx Xxxxx will (i) be entitled to retain an office at the Company’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.
Payment and Performance of Obligations Pay and perform all material Obligations under this Agreement and the other Loan Documents, and pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) all other indebtedness, obligations and liabilities in accordance with customary trade practices; except to the extent that IPT or the Borrower is contesting any item described in clauses (a) or (b) of this Section 7.5 in good faith and is maintaining adequate reserves with respect thereto in accordance with GAAP.
Accuracy of Representations and Performance of Covenants The representations and warranties made by the Company in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, the Company shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by the Company.
Performance of Agreements Buyer shall have performed in all material respects all of its covenants, agreements and obligations required by this Agreement and each of the other Documents to be performed or complied with by it prior to or upon the Closing Date.
Execution, Delivery and Performance The execution, delivery and performance of this Agreement and the documents or instruments required under this Agreement will not violate any provision of any existing law or regulation binding on the Manager, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on the Manager, or the governing instruments of, or any securities issued by, the Manager or of any mortgage, indenture, lease, contract or other agreement, instrument or undertaking to which the Manager is a party or by which the Manager or any of its assets may be bound, the violation of which would have a material adverse effect on the business operations, assets or financial condition of the Manager and its subsidiaries, taken as a whole, and will not result in, or require, the creation or imposition of any lien on any of its property, assets or revenues pursuant to the provisions of any such mortgage indenture, lease, contract or other agreement, instrument or undertaking.
Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.
Payment and Performance Borrower will pay all amounts due under the Loan Documents in accordance with the terms thereof and will observe, perform and comply with every covenant, term and condition expressed or implied in the Loan Documents. Borrower will cause each other Restricted Person to observe, perform and comply with every such term, covenant and condition.
Guaranty of Payment and Performance Guarantor’s obligations under this Guaranty constitute an unconditional guaranty of payment and performance and not merely a guaranty of collection.
Payment and Performance Bond Prior to the execution of this Contract, City may require Contractor to post a payment and performance bond (Bond). The Bond shall guarantee Contractor’s faithful performance of this Contract and assure payment to contractors, subcontractors, and to persons furnishing goods and/or services under this Contract.

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