Employment Contracts, etc.; Certain Material Transactions Sample Clauses

Employment Contracts, etc.; Certain Material Transactions. Except as set forth in Exhibit 3.14 hereto, (i) the Company is not a party to any employment or deferred compensation agreements, (ii) the Company does not have any bonus, incentive or profit-sharing plans, (iii) the Company does not have any pension, retirement or similar plans or obligations, whether funded or unfunded, of a legally binding nature or in the nature of informal understandings and (iv) there are no existing material arrangements or proposed material transactions between the Company and any officer or director or holder of more than 10% of the capital stock of the Company. The Company is not a party to any collective bargaining agreement and, to the best of its knowledge, no organizational efforts are currently being made with respect to any of their respective employees. To the knowledge of the Company, Xxxx Xxxxx, Xxxxxx Xxxxx, and Xxxxxxx Xxxxx have no plans to terminate their respective relationships with the Company and/or any of its Subsidiaries. Exhibit 3.14 hereto sets forth the name (and, where applicable, the title) of each person employed by the Company as of [DATE], whose total compensation (inclusive of salary and bonuses) for the fiscal year then ended exceeded $75,000 as well as the specific amount paid during or accrued in respect of such fiscal year to or for the account of each such person (i) as basic salary and (ii) as bonus and other compensation. It is routine to require the issuer to represent the existence (or nonexistence) of a collective bargaining representative and to require production of the relevant agreements. In today's changing world, the key officers of the company may enjoy unionlike benefits in the event of outright severance or constructive discharge triggered by a "change in control" of the issuer. The investors may require that those benefits be detailed and the maximum potential exposure outlined. Such collectivized benefits -"golden parachutes"- may occasion tax liability if too lush and, indeed, may be deemed to constitute a "plan" subject to ERISA. If the issuer has recently purchased assets from another firm, the "successorship" doctrine may mean the issuer has inherited the transferor's labor-related liabilities. And, in today's culture, labor-intensive operations are liable to generate consent decrees, adverse administrative and judicial decisions and arbitration awards.
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Employment Contracts, etc.; Certain Material Transactions. Except as set forth in Exhibit 3.14 hereto, (i) the Company is not a party to any employment or deferred compensation agreements, (ii) the Company does not have any bonus, incentive or profit-sharing plans, (iii) the Company does not have any pension, retirement or similar plans or obligations, whether funded or unfunded, of a legally binding nature or in the nature of informal understandings and (iv) there are no existing material arrangements or proposed material transactions between the Company and any officer or director or holder of more than 10% of the capital stock of the Company. The Company is not a party to any collective bargaining agreement and, to the best of its knowledge, no organizational efforts are currently being made with respect to any of their respective employees. To the knowledge of the Company, Xxxx Xxxxx, Xxxxxx Xxxxx, and Xxxxxxx Xxxxx have no plans to terminate their respective relationships with the Company and/or any of its Subsidiaries. Exhibit 3.14 hereto sets forth the name (and, where applicable, the title) of each person employed by the Company as of March 31, 1994, whose total compensation (inclusive of salary and bonuses) for the fiscal year then ended exceeded $75,000 as well as the specific amount paid during or accrued in respect of such fiscal year to or for the account of each such person (i) as basic salary and (ii) as bonus and other compensation.
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Employment Contracts, etc.; Certain Material Transactions. Except as set forth in Section 3.13 of the Disclosure Schedule: (i) the Company and its Subsidiaries are not a party to any employment or deferred compensation agreements; (ii) the Company and its Subsidiaries do not have any bonus, incentive or profit-sharing plans; (iii) the Company and its Subsidiaries do not have any Employee Benefit Plans or other pension, retirement or similar plans or obligations, whether funded or unfunded, of a legally binding nature or in the nature of informal understandings; and (iv) there are no existing material arrangements or proposed material transactions between the Company or any of its Subsidiaries and any officer or director or holder of more than ten percent (10%) of the capital stock of the Company. The Company and its Subsidiaries are not a party to any collective bargaining agreement and, to the Executive Management Team’s Best Knowledge, no organizational efforts are currently being made with respect to any of such employees. To the Best Knowledge of the Executive Management Team, none of the members of the Executive Management Team or any other key employees of the Company or any of its Subsidiaries have any plans to terminate their respective relationships with the Company.
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Employment Contracts, etc.; Certain Material Transactions. Except as set forth in Section 4.13 of the Disclosure Schedule: (i) the Company and its Subsidiaries are not a party to any employment or deferred compensation agreements; (ii) the Company and its Subsidiaries do not have any bonus, incentive or profit-sharing plans; (iii) the Company and its Subsidiaries do not have any Employee Benefit Plans or other pension, retirement or similar plans or obligations, whether funded or unfunded, of a legally binding nature or in the nature of informal understandings; and (iv) there are no existing material arrangements or proposed material transactions between the Company or any of its Subsidiaries and any officer or director or holder of more than ten percent (10%) of the capital stock of the Company. The Company and its Subsidiaries are not a party to any collective bargaining agreement and, to the Executive Management Team’s Best Knowledge, no organizational efforts are currently being made with respect to any of such employees. To the Best Knowledge of the Executive Management Team, none of the members of the Executive Management Team or any other key employees of the Company or any of its Subsidiaries have any plans to terminate their respective relationships with the Company. Section 4.13 of the Disclosure Schedule hereto sets forth the name (and, where applicable, the title) of each person employed by the Company or any of its Subsidiaries as of May 31, 2006, whose total compensation (inclusive of salary and bonuses) for the fiscal year beginning January 1, 2006 exceed Eighty Thousand Dollars ($80,000) as well as the specific amount paid during or accrued in respect of such fiscal year to or for the account of each such person: (i) as basic salary; and (ii) as bonus and other compensation.
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Employment Contracts, etc.; Certain Material Transactions. Except as set forth in Exhibit 3.11 hereto, as of the date hereof (i) the Company is not a party to any employment or deferred compensation agreements providing for compensation in excess of $40,000 per annum, (ii) the Company does not have any bonus, incentive or profit-sharing plans, and (iii) the Company does not have any pension, retirement or similar plans or obligations, whether funded or unfunded, of a legally binding nature or in the nature of informal understandings. As of the date hereof, the Company is not a party to any collective bargaining agreement and, to the best of its knowledge, no organizational efforts are currently being made with respect to any of their respective employees.
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Employment Contracts, etc.; Certain Material Transactions. Except as contemplated by this Agreement, (i) the Company has no employees, and is not a party to any employment, consulting or deferred compensation agreements, (ii) the Company does not have any employee benefit or bonus, incentive or profit-sharing plans, (iii) the Company does not have any pension, retirement or similar plans or obligations, whether funded or unfunded, and (iv) there are no existing material arrangements or proposed material transactions between the Company and any officer or director or shareholder of the Company.
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Employment Contracts, etc.; Certain Material Transactions. Except as described in the Borrower's Securities Documents or as set forth on Schedule 4.6 attached hereto:
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Related to Employment Contracts, etc.; Certain Material Transactions

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Material Transactions Not enter into any transaction material in nature or amount without the prior written consent of Buyer, except for transactions in the ordinary course of business;

  • Business Contracts All Contracts (other than the Real Property Leases, the Personal Property Leases and the Accounts Receivable) to which Seller is a party, which are utilized in the conduct of the Business, including Contracts relating to suppliers, sales representatives, distributors, purchase orders, marketing arrangements and manufacturing arrangements and which are listed in SECTION 1.01(a)(vi) OF THE DISCLOSURE SCHEDULE (the "Business Contracts");

  • Governmental Filings; No Violations; Certain Contracts (i) Other than the filings, reports and/or notices to, and consents, registrations, approvals, permits and authorizations (A) pursuant to Section 1.5, (B) required as a result of facts and circumstances solely attributable to Parent or Merger Sub or any of their Affiliates, (C) in connection with the Chapter 11 Cases, (D) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the expiration or earlier termination of applicable waiting periods thereunder, (E) under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended (the “Exchange Act”), (F) with the FERC pursuant to Section 203 of the Federal Power Act (the “Federal Power Act”) and the FERC’s regulations thereunder, and the approval of the FERC thereunder (the “FERC Approval”), (G) to or from the PUCT pursuant to authority asserted by the PUCT pursuant to the Public Utility Regulatory Act, the PUCT’s regulations thereunder and the approval of the PUCT thereunder (the “PUCT Approval”), (H) in connection with the issuance of the Private Letter Ruling in accordance with Section 7.1(f), (I) with the FCC for the assignment and/or transfer of control, as applicable, of radio licenses, including point-to-point private microwave licenses held by the Company and/or its Subsidiaries and the consent(s) of the FCC for such assignment and/or transfer of control (the “FCC Approval” and, together with the other items referred to in subsections (C) through (I) of this Section 5.1(d)(i), the “Company Approvals”), and (J) the approval of the Vermont Department of Financial Regulation with respect to the change of control of EFH Vermont Insurance Company (the “Vermont Insurance Approval”) and except as set forth in Section 5.1(d)(i) of the Company Disclosure Letter, no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries from, any federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, arbitrator, court, regional reliability entity (including the TRE), ERCOT, or any other legislative, executive or judicial governmental entity, excluding in each case, the Bankruptcy Court (subject to the foregoing exclusion, each a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company or any of its Subsidiaries of the Closing Date Transactions and the other transactions contemplated by this Agreement, except those which the failure to make or obtain has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

  • Adverse Agreements, Etc No Loan Party or any of its Subsidiaries is a party to any Contractual Obligation or subject to any restriction or limitation in any Governing Document or any judgment, order, regulation, ruling or other requirement of a court or other Governmental Authority, which (either individually or in the aggregate) has, or in the future could reasonably be expected (either individually or in the aggregate) to have, a Material Adverse Effect.

  • Company Material Contracts (a) Section 4.11(a) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of each Contract, to which an Acquired Company is a party or is bound as of the date hereof, and which falls within any of the following categories:

  • Certain Contracts and Arrangements Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by:

  • Employment Contracts Neither the Seller nor any Seller Subsidiary is a party to any Contracts for employment, severance, consulting or other similar agreements with any employees, consultants, officers or directors of the Seller or any of the Seller Subsidiaries, except as set forth on Section 2.10(h) of the Seller Disclosure Schedule. Neither the Seller nor any Seller Subsidiary is a party to any collective bargaining agreements.

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