Employees and Directors. 9.1 There are no written or oral contract of employment or engagement with a Director or an employee of the Company or the Subsidiaries (or any contract for services with any Person) which cannot be terminated with 3 (three) months’ notice or less without giving rise to a Claim for damages or compensation.
9.2 No amount is due to or in respect of any Director or employee or former director or former employee of the Company or the Subsidiaries is in arrears and unpaid other than his / her current salary or current contract fee for the relevant period as on the Execution Date and as on the Closing Date.
9.3 No Claims for damages, arrears, personal injuries or any other amounts that are currently outstanding have been made, or to the best of the knowledge of the Company, are threatened to be made, by any employee, former employee, officer or Director, against the Company or the Subsidiaries.
9.4 The Company and the Subsidiaries in relation to its employees is complying with all Applicable Laws, including without limitation obtaining registrations, maintaining all requisite registers, making requisite filings with the concerned authorities, etc., including without limitation under the Employees' Provident Funds and Miscellaneous Provisions Act, 1952, Employees State Insurance Act, 1948, the Payment of Xxxxxxxx Xxx, 0000, the Payment of Xxxxx Xxx, 0000, the Maternity Benefit Act, 1961, the Payment of Wages Act, 1936, the Equal Remuneration Act, 1976, Contract Labour (Regulation and Abolition) Act, 1970, relevant states Labour Welfare Fund legislations, etc., and no Claim is pending against or, to the best of the knowledge of the Company, threatened against the Company in this regard.
9.5 The Company has, withheld and paid to the relevant Governmental Authority, proper and accurate amounts from salaries and wages due to its employees for all periods prior to the Execution Date in due compliance with the Taxes withholding provisions of the Income-tax Act, 1961.
9.6 No Director, or employee forming part of the Key Management Team:
(a) has been given an un-expired notice terminating his contract of employment or engagement, as the case may be;
(b) has given un-expired notice of termination of his employment or engagement in such capacity, and to the best of the knowledge of the Company, no such Person has any current intention of giving such notice;
(c) is under notice of dismissal; or
(d) has been terminated in circumstances which may give rise to a Claim against ...
Employees and Directors. (a) At the Effective Time, all of the Directors of Seller Bank shall resign and shall be replaced by the directors of the Acquisition Corp. Additionally, Mr. Xxxx X. Tierney, Jr. and Mr. Xxxx X. Tomasino shall resign as officers and employees of Seller and Seller Bank. All of Seller Bank's employees, other than as set forth in Section 4.04(a), would remain as employees of Seller Bank; however the Purchaser shall have no duty or obligation to continue the employment of any such employees. No contractual right to employment shall inure to such employees because of this Agreement. No employee of Seller will have any contractual right to employment unless such contract is in writing and executed by the President and Chief Executive Officer of the Purchaser. The Purchaser shall not be liable or have any obligation whatsoever to pay any severance benefits to any of Seller's Employees other than as required by the Broadway National Bank Employee Severance Compensation Plan attached as part of Disclosure Schedule 4.04.
(b) Prior to the Effective Time, Seller and Seller Bank shall cause any and all employment, consulting, reimbursement or other agreement (the "Employment Agreements") between Seller and Seller Bank and any individuals as identified on Disclosure Schedule 4.04(c), to be terminated without further liability for payments under such Employment Agreements on the part of Purchaser or Seller, except as set forth in paragraph (d) below.
(c) Prior to the Effective Time or such earlier date on or prior to December 31, 1996 as such person shall exercise any options to purchase Seller Common Stock presently held by him, the Employment Agreement among the Seller, Seller Bank and Doxxxx X. Xxxxxx (the "Cashier") shall be terminated and the Cashier shall receive a payment of $450,000 as full and final consideration for the termination of such agreement and in satisfaction of any and all rights the Cashier may have upon termination of employment, including subsequent to any change in control, with the Seller and/or Seller Bank, whether before or after consummation of the transactions herein contemplated (other than pursuant to vested rights in employee benefit plans available generally for all employees which do not discriminate in favor of officers).
(d) Prior to the Effective Time, Purchaser shall execute the form of employment agreement for Doxxxx X. Xxxxxx xttached as Exhibit C hereto.
Employees and Directors. 20.1 The Company does not have, and has never had, any employees other than the Employees.
20.2 There are no schemes in operation by, or in relation to, the Company under which any Employee of the Company is entitled to a commission or remuneration of any other sort calculated by reference to the whole or part of the turnover, profits or sales of the Company.
20.3 There are not in existence any consultancy agreements between the Company and any other person, firm or company.
20.4 The Company does not have in existence nor is it proposing to introduce any share incentive scheme, employee share trust or share option scheme for all or any of its Employees.
Employees and Directors. (a) The Company and its Subsidiaries do not have, nor have they ever had, any employees. The Company and its Subsidiaries do not engage the services of, nor have they ever engaged the services of, any consultants, contractors or other such service providers. The Company and its Subsidiaries do not have, nor have they ever had, any Employee Plan.
(b) Schedule 4.9(b) of the Disclosure Schedules sets forth a true, correct and complete list of (i) the names of the current directors and officers of the Company and its Subsidiaries as well as the compensation and other benefits such directors receive or have received from the Company and its Subsidiaries and (ii) the names of all past directors and officers of the Company and its Subsidiaries as well as the compensation and other benefits such directors received from the Company and its Subsidiaries. All of the officers of the Company and its Subsidiaries are and have been, since the formation of the Company and its Subsidiaries, non-employee statutory officers.
Employees and Directors. The Company has complied in all material respects with all reporting requirements and proper records have been maintained relating to all payments and benefits made or provided or treated as made or provided to its directors shadow directors employees and officers and its former directors shadow directors employees and officers.
Employees and Directors. 2.30.1 Exhibit 2.30 which is attached hereto and by this reference made an integral part hereof, contains a complete and accurate list of the following information for each employee or director of GSI or Xxxxxxx Bank, respectively, including, each employee on leave of absence or layoff status; employer; employee name; job title, current compensation paid or payable, and any change in compensation since December 31, 1998; vacation accrued; and service credited for purposes of vesting and eligibility to participate under any pension, retirement, profit-sharing, thrift-savings, deferred compensation, stock bonus, stock option, cash bonus, employee stock ownership (including investment credit or payroll stock ownership), severance pay, insurance, medical, welfare, or vacation plan, or any other Benefit Plan of any type or kind or any other Pension Plan, employee benefit plan or any other director plan of any type or kind maintained by either GSI or Xxxxxxx Bank, respectively. Exhibit 4.1.10, which is attached hereto as referenced in Section 4.1.10, below, contains a complete and accurate list of the employee salary increases and cash bonuses (not to exceed, in the aggregate, $10,000) which Sellers contemplate making and paying to their employees on or before the Effective Time.
2.30.2 No employee or director of GSI or Xxxxxxx Bank, respectively, is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights Agreement, between such employee or director and any other person ("Proprietary Rights Agreement") that in any way adversely affects or will affect (i) the performance of his/her duties as an employee or director of GSI or Xxxxxxx Bank, respectively, or (ii) the ability of GSI or Xxxxxxx Bank, respectively, to conduct its respective business, including, without limitation, any Proprietary Rights Agreement with the Directors, the GSI Shareholders, GSI or Xxxxxxx Bank by any such employee or director. To the knowledge of GSI or Xxxxxxx Bank, no director, officer, or other key employee of either GSI or Xxxxxxx Bank, respectively, intends to terminate his/her employment with such entity in the immediate future or as a result of the entering into this Agreement or consummating of the Acquisition contemplated hereunder.
Employees and Directors. 18.1 The Employee Information Schedule identifies the total number of Employees and is true and accurate in all material respects.
18.2 The Disclosure Letter contains:
(a) a complete and accurate list of the names, jobs, remuneration and benefits of each Key Employee;
(b) a complete and accurate list of the terms of all consultancy agreements under which senior management services are provided to each Chello Group Company; and
(c) copies of the Senior Employee Special Compensation Letters signed by both the relevant Chello Group Company or Sellers' Group Company and the Senior Employee.
18.3 The Data Room Information or the Disclosure Letter contains true and accurate (in all material respects) copies of:
(a) example standard terms and conditions, staff handbooks and policies which apply to the Employees, and in the absence of a written policy a written summary of the approach taken to redundancy;
(b) all Key Employee terms and conditions, including any severance or termination payments, change of control provisions and/or retention arrangements which apply to the Key Employees or to which they may become entitled; and
(c) each bonus, commission, profit sharing, share option, share incentive or other incentive schemes or proposed schemes for any Key Employee, including details of numbers of employees eligible to participate, maximum and target bonus opportunities and details of amounts accrued to date as at the date of this Agreement but not yet due to be paid.
18.4 In the three months' ending on the Signing Date, no Consolidated Chello Company has received a notice of resignation from, or given notice of termination of employment, to any of the Key Employees; each Key Employee is employed by a Consolidated Chello Company; and, no Senior Employee is appointed as a Director on the Board of a Target Company.
18.5 The basis of the remuneration payable to and benefits receivable by the Key Employees is the same as the basis disclosed under warranty 18.2(a) of this Schedule 6, and no Consolidated Chello Company is obliged to and has made no provision to increase or vary from the current basis as disclosed.
18.6 Other than as disclosed in the Data Room, no Consolidated Chello Company is proposing to and is not under an obligation to introduce or vary any such scheme or arrangement as is referred to in warranty 18.3(c).
18.7 No Consolidated Chello Company owes any sum to a current or former director, officer or employee except for base salary, bonus, commission a...
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Employees and Directors. All employees and directors of the WVA Subsidiaries designated by MIL shall have resigned from their respective positions, effective as of the Closing Date.
Employees and Directors. The Recipient may only disclose Confidential Information to a director, officer or employee who is bound by obligations of confidentiality to the Recipient at least to the extent imposed upon the Recipient by this Agreement.
