Employment and Other Agreements. CommScope shall retain or assume, as the case may be, any and all contractual obligations to Xx. Xxxxxxx with respect to his employment agreement. GS shall have no further obligation to Xx. Xxxxxxx with respect to his employment agreement.
Employment and Other Agreements. Executive agrees that, except as otherwise provided in this Agreement, the provisions of Executive’s Dell Employment Agreement, any performance-based stock unit agreements, stock option agreements, restricted stock agreements, and confidentiality or non-competition agreements that Executive previously entered into with Dell, and that are intended to survive Executive’s termination, remain in full force and effect. Moreover, as a material inducement to Dell to enter into this Agreement, Executive reaffirms Executive’s intent to comply with Executive’s post-employment obligations to Dell under the foregoing agreements.
Employment and Other Agreements. Except for the employment agreements and the other agreements described in Schedule 9.20 attached hereto, true, complete and accurate copies of which have been delivered to each of the Banks, there are no (a) employment agreements covering the management of Borrower or any Subsidiary, (b) collective bargaining agreements or other labor agreements covering any employees of Borrower or any Subsidiary or (c) agreements for managerial, consulting or similar services to which Borrower or any Subsidiary is a party or by which Borrower or any Subsidiary is bound.
Employment and Other Agreements. Executive agrees and acknowledges that, except as otherwise expressly provided in this Agreement with regard to severance pay, benefits or similar amounts, the provisions of agreements that Executive previously entered into with the Company, and that are intended to survive Executive’s termination, including but not limited to any restrictive covenant or similar agreements, will remain in full force and effect. In connection therewith, Executive reaffirms Executive’s intent to comply with all post‐employment obligations of Executive to the Company under such agreements.
Employment and Other Agreements. (A) enter into any employment or severance agreement with, any director, officer or employee, either individually or as part of a class of similarly situated persons or (B) establish, adopt or enter into any new Benefit Plan; except employment and severance agreements and Benefit Plans for the benefit of any newly employed or promoted officers or employees, in which case, the terms of such agreements and Benefit Plans shall be reasonably consistent with those existing at the date of this Agreement.
Employment and Other Agreements. As of the Effective Time, the employment agreements of those certain officers of GDSC and DCA as set forth on SCHEDULE 9.1(g) shall have been terminated and new employment agreements shall be entered into between ParentCo and such officers in a form mutually agreed to by GDSC and DCA; provided, however, the employment agreement for Xxxxxx X. Xxxxxxx and certain other agreements shall contain provisions substantially similar to the applicable provisions of the Memorandum of Terms dated October 15, 1998, attached hereto and incorporated herein by this reference as EXHIBIT C. (h) POOLING-OF-INTERESTS. GDSC and DCA shall each have received a letter from their respective independent accountants (KPMG Peat Marwick LLP and PricewaterhouseCoopers LLP, respectively) addressed to GDSC and DCA, as the case may be, to the effect that the Merger will qualify for "pooling-of-interest" accounting treatments.
(i) THIRD PARTY CONSENTS. GDSC shall have received all requisite consents to the transactions contemplated by the Merger and/or waivers to certain redemption or conversion rights, or conversion price or redemption price adjustments or change in control rights or acceleration rights, reasonably satisfactory to GDSC and DCA, of (i) The Chase Manhattan Bank, as syndication agent pursuant to the GDSC Credit Facility and (ii) the Purchasers (as that term is defined in the Securities Purchase Agreement) pursuant to the Securities Purchase Agreement and the Convertible Subordinated Note. With respect to DCA's credit facility with NationsBank, either (I) NationsBank shall consent to the transactions contemplated by the Merger or (II) ParentCo or any of its Subsidiaries shall pay down the outstanding balance of such credit facility as of the Effective Time.
Employment and Other Agreements. Cheviot Financial shall assume and honor in full or cause Cheviot Savings Bank to assume and honor in full the employment, deferred compensation, change of control and severance contracts or plans as set forth in First Franklin Disclosure Schedules 5.11(d) and 3.12(h); provided, however, that such amounts and benefits set forth on First Franklin Disclosure Schedules 5.11(d) and 3.12(i) shall be accurate through December 31, 2010, and such schedule shall be updated after such date if the Merger Effective Date has not occurred by such time. Notwithstanding anything contained in the agreements set forth on First Franklin Disclosure Schedules 5.11(d), 3.12(i) or in this Agreement, no payment shall be made under any employment, deferred compensation, change of control and severance contract or plan that (a) would constitute a “parachute payment” (as such term is defined in Section 280G of the Code), and to the extent any such payment would constitute a “parachute payment,” the payment will be reduced to $1.00 less than the amount that would be considered a “parachute payment”, or (b) be prohibited under 12 C.F.R. Part 359, or by the OTS (or any successor), the FDIC or the Office of the Comptroller of the Currency. In addition, each individual identified in First Franklin Disclosure Schedules 5.11(d) and 3.12(i), with the exception of Xxxx X. Xxxxx, shall execute a letter of acknowledgement no later than thirty (30) Business Days after the date of this Agreement, substantially in the form set forth in Cheviot Financial Disclosure Schedule 5.11(d), which acknowledges the amount of the payment the individual is entitled to in the event of his or her termination of employment. Xxxx X. Xxxxx shall execute a non-competition agreement no later than thirty (30) Business Days after the date of this Agreement substantially in the form set forth in Cheviot Financial Disclosure Schedule 5.11(d).
Employment and Other Agreements. Employee agrees that, except as otherwise provided in this Agreement, the provisions of the Employment Agreement, stock option agreements and Proprietary Information and Inventions Assignment Agreement that Employee previously entered into with the Company remain in full force and effect, the terms of which are specifically incorporated into this Agreement by reference.
Employment and Other Agreements. Community Financial and Community Bank covenant and agree to take no steps prior to the Effective Date which would entitle any employee to resign and receive benefits under an employment, change of control, severance, salary continuation or other agreement which provides benefits for termination of employment.
Employment and Other Agreements. Section 4.23 of the Company Disclosure Schedule sets forth a true, complete and correct list of (i) all employment, consulting and severance agreement between the Company and any director, officer or employee of the Company and (ii) all contracts with respect to the services of independent contractors or leased employees who provide services to the Company. Except as set forth in Section 4.23 of the Company Disclosure Schedule, the consummation of the transactions contemplated hereby, with respect to each director, officer, employee and consultant of the Company, will not result in (i) any payment (including, without limitation, severance, unemployment compensation or bonus payments) becoming due from the Company or under any Company Employee Plan, (ii) any increase in the amount of compensation or benefits payable to any such individual or (iii) any acceleration of the vesting or timing of payment of benefits or compensation payable to any such individual. No payment which will be made by the Company to any employee will be characterized as an "excess parachute payment" within the meaning of Section 280G(b)(1) of the Code.
