EMPLOYMENT AND SIMILAR AGREEMENTS. Except as set forth on Schedule 2.11:
(a) there are no employment, severance, bonus or indemnification arrangements, agreements, understandings or plans between VMI and any director, officer or employee thereof except those indemnification provisions set forth in VMI's Articles of Incorporation and Bylaws;
(b) there are no agreements of the type described in Section 2.11(a) above (i) the benefits of which are contingent, or the terms of which are altered, upon the occurrence of a transaction involving VMI of the nature of any of the transactions contemplated by this Agreement, (ii) providing any term of employment or compensation guaranty not terminable at will or (iii) providing severance benefits or other benefits (which are conditioned upon a change in control) after the termination of employment of such employee, regardless of the reason for such termination of employment;
(c) there are no agreements or plans, any of the benefits of which will be materially increased, or the vesting of benefits of which will be materially accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(d) subject to general principles related to wrongful termination of employees, there are no officers or employees of VMI whose employment is not terminable at the will of VMI;
(e) VMI is not obligated to compensate any consultants pursuant to any agreement or arrangement which is material to VMI taken as a whole; and
(f) VMI is not a party to, nor is bound by, any collective bargaining agreement or other labor agreement and VMI is not involved in any labor discussion with any unit or group seeking to become the bargaining unit for any of its employees, nor has any such unit or group notified VMI of an intention to commence any organizational activities among the employees of VMI. True and complete copies of any agreements disclosed in Schedule 2.11 have been delivered or made available to I-FLOW and I-FLOWSUB.
EMPLOYMENT AND SIMILAR AGREEMENTS. Paragraph 2.11 of the PHC Disclosure Letter sets forth (a) all written employment, severance, bonus, consulting or indemnification arrangements, agreements, understandings or plans between NHS or any Subsidiary and any of their respective directors, officers or employees (including without limitation any such arrangements, agreements, understandings or plans which are conditioned upon a change of control involving NHS or any Subsidiary); (b) all written compensatory arrangements, agreements, understandings or plans between NHS or any Subsidiary and any consultant (including without limitation any such arrangements, agreements, understandings or plans which are conditioned upon a change of control involving NHS); and (c) a list of current employees of NHS and each Subsidiary which reflects, among other things, the current compensation of each such employee.
EMPLOYMENT AND SIMILAR AGREEMENTS. Except as disclosed in Schedule 2.16, there exist no consulting, employment, severance or termination agreements currently in effect between the Limited Partnership, GTC or GCI, and any current Station Employee or former employee, officer or director of the Limited Partnership, GTC or GCI.
EMPLOYMENT AND SIMILAR AGREEMENTS. 16 SECTION 2.13. ERISA................................................16 SECTION 2.14. LABOR MATTERS........................................17 SECTION 2.15. INTELLECTUAL PROPERTY................................17 SECTION 2.16. CONTRACTS............................................18 SECTION 2.17. STATUS OF CONTRACTS..................................21 SECTION 2.18. LITIGATION...........................................21 SECTION 2.19. COMPLIANCE WITH APPLICABLE LAWS......................21 SECTION 2.20. ENVIRONMENTAL MATTERS................................21 SECTION 2.21. FCC MATTERS..........................................22 SECTION 2.22. NO FINDER............................................23 SECTION 2.23. INSURANCE............................................23 SECTION 2.24. YEAR 2000............................................23 SECTION 2.25. TRANSACTIONS WITH AFFILIATES.........................23 SECTION 2.26. CABLE MATTERS........................................23 SECTION 2.27. DIGITAL TELEVISION...................................24 SECTION 3.
EMPLOYMENT AND SIMILAR AGREEMENTS. 7 2.12 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 2.13 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 2.14
EMPLOYMENT AND SIMILAR AGREEMENTS. 7 2.12 Litigation.......................................................... 7 2.13 Taxes............................................................... 8 2.14
EMPLOYMENT AND SIMILAR AGREEMENTS. 13 2.12. LITIGATION....................................................................13 2.13. TAXES.........................................................................14 2.14. ERISA PLANS...................................................................15 2.15. CONTRACTS.....................................................................16 2.16. PATENTS, MARKS, TRADE NAMES, COPYRIGHTS AND REGISTRATIONS.....................17 2.17. PROPERTIES, LIENS.............................................................17 2.18. REAL PROPERTY.................................................................18 2.19. COMPLIANCE WITH APPLICABLE LAWS...............................................18 2.20. INSURANCE.....................................................................18
EMPLOYMENT AND SIMILAR AGREEMENTS. 27 3.12. LITIGATION....................................................................27 3.13. TAXES.........................................................................28
EMPLOYMENT AND SIMILAR AGREEMENTS. OBLIGATIONS UPON CHANGE IN CONTROL. Except as set forth in
EMPLOYMENT AND SIMILAR AGREEMENTS. OBLIGA TIONS UPON CHANGE IN CONTROL. Except as set forth in Section 3.16 or 3.18 of the Disclosure Schedule, there is no employment, consulting, severance pay, continuation pay, termination pay, indemnification agreement or other agreement not subject to ERISA with Seller (or any of its Affiliates) and any Designated Employee and, except as set forth in Section 3.16 of the Disclosure Schedule, no such scheduled agreement provides for an increase in such Designated Employee's compensation, benefits or rights in excess of his compensation, benefits and rights provided on the date hereof if such Designated Employee were to accept or refuse an employment offer from Buyer. Seller has provided Buyer with complete and correct copies of all such agreements.
