Employment Related Agreements. Except as set forth in Section 4.14(h) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to (i) any agreement with any current or former stockholder, director, officer, employee, consultant, contractor, subcontractor or agent of the Company or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment, compensation or benefit guarantee; or (C) providing severance benefits or other benefits after the termination of employment of such stockholder, director, officer or employee; (ii) any agreement, plan or arrangement under which any “disqualified individual,” as defined in Section 280G(c) of the Code, may receive payments from the Company or any of its Subsidiaries that may be subject to the tax imposed by Section 4999 of the Code or included in the determination of such person’s “parachute payment” under Section 280G of the Code, without regard to Section 280G(b)(4); or (iii) any agreement or plan binding the Company or any of its Subsidiaries, including any stock option plan, stock appreciation right plan, restricted stock plan, stock purchase plan or severance benefit plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be 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. The Company has provided to Parent the information necessary to calculate any excise tax due under Section 4999 of the Code as a result of the transactions contemplated by this Agreement for which the Company or Parent may directly or indirectly become liable and the amount of deductions that may be disallowed under Section 280G of the Code as a result of the transactions contemplated by this Agreement. Section 4.14(h) of the Company Disclosure Schedule is a complete list of all persons covered by the Key Executive Severance Plan and the date of each person’s signed letter agreement evidencing such person’s participation in such plan, and, if such letter agreement has been amended, the dates of any amendments. Section 4.14(h) of the Company Disclosure Schedule also includes a copy o...
Employment Related Agreements. Newco Contracts
Employment Related Agreements. As promptly as practicable after the execution of this Agreement, the Company shall use commercially reasonable efforts to cause each Current Employee identified on Exhibit E hereto (the “Continuing Employees”) to execute and deliver to Parent an employment and non-competition agreement or offer letter substantially in the form(s) attached hereto as Exhibit F, which agreement shall become binding and effective as of the Closing Date (collectively, the “Employment and Non-Competition Agreements”).
Employment Related Agreements. The Company has delivered to Holder copies of all employment, compensation, non-competition and non-disclosure agreements and contracts, including all retirement benefit agreements and union contracts, between it and the Executive Officers of the Company and its Subsidiaries, and all such documents are listed on EXHIBIT 2.21; neither the Company nor any Subsidiary party thereto and (to the Knowledge of the Company) any other party or parties thereto is in breach under any such contract or agreement; all such contracts and agreements are in full force and effect and are the legal, valid and binding obligation of each party thereto, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws or equitable principles relating to creditors' rights generally; no Executive Officer of the Company or any of its Subsidiaries has advised the Company or any of its Subsidiaries (orally or in writing) that he or she intends to terminate employment with the Company.
Employment Related Agreements. O.A.K. and the O.A.K. Subsidiaries are not parties to, or bound by, any oral or written, express or implied:
(a) Employment contract or agreement, or guarantee of job security, made with or to any past or present employee of O.A.K. or any O.A.K. Subsidiary that is not terminable by O.A.K. or such O.A.K. Subsidiary upon 60 days' or less notice without penalty or obligation;
(b) Plan, contract, arrangement, understanding, or practice providing for bonuses, pensions, options, stock purchases, restricted stock, stock appreciation 29 rights, stock awards, deferred compensation, retirement payments, retirement benefits of the type described in Statement of Financial Accounting Standard No. 106, or profit sharing;
(c) Plan, contract, arrangement, understanding, or practice with respect to payment of medical expenses, insurance (except insurance continuation limited to that required under provisions of the Consolidated Omnibus Budget Reconciliation Act), or other benefits for any former director, employee or any spouse, child, member of the same household, estate, or survivor of any director or employee or former director or employee; or
(d) Collective bargaining agreement with respect to any of their employees or any labor organization to which their employees or any of them belong.
Employment Related Agreements. The senior executives of the Corporation and it Subsidiaries shall have entered agreements relating to such executives' employment with the Corporation or its Subsidiaries that supersede and replace their existing employment related agreements on terms and conditions that are satisfactory to the Parent and Acquisition.
Employment Related Agreements. There is no written or oral, express or implied:
(a) Employment contract or agreement, or guarantee of job security, made with or to any past or present employee of Merchants or any of its subsidiaries that is not terminable by Merchants or any of its subsidiaries upon 60 days' or less notice without penalty or obligation;
(b) Plan, contract, arrangement, understanding, or practice providing for bonuses, pensions, options, stock purchases, deferred compensation, retirement payments, retirement benefits of the type described in Statement of Financial Accounting Standard No. 106, or profit sharing; or
(c) Plan, agreement, arrangement, or understanding with respect to payment of medical expenses, insurance (except insurance continuation limited to that required under provisions of the Consolidated Omnibus Budget Reconciliation Act), or other benefits for any former employee or any spouse, child, member of the same household, estate, or survivor of any employee or former employee.
Employment Related Agreements. Except as otherwise provided in this Section 6.3, Purchaser shall cause the Companies to honor, or assume where applicable, the obligations of Sellers and the Companies under the provisions of (x) the collective bargaining agreements (including any benefit plans maintained pursuant to such collective bargaining agreements), and "social plans," set forth on Schedule 4.17 of the Disclosure Schedule, and (y) the employment agreements for the Current Employees who are employees of Seller's affiliated Mexican service company, and Sellers and Purchaser shall take all steps necessary or appropriate so that, effective immediately following the Closing Date, Purchaser or the Companies have assumed all obligations and liabilities of Sellers under such collective bargaining agreements, social plans, and employment agreements, and neither Sellers nor their Affiliates shall have any further obligation or liability with respect to any such agreements. Notwithstanding anything in this Agreement to the contrary, neither Purchaser nor any Company shall be responsible for (A) any obligations arising under or related to the agreements listed on Schedule 6.3(c)(ii), including stay bonuses and pension enhancements thereunder, or (B) any benefit or compensation arrangements which benefit employees In the United States of America or Canada other than, or in addition to, Current Employees or former employees of the Companies, whether such obligations arise or such amounts are payable prior to, on or following the Closing Date.
Employment Related Agreements. The individuals specified in Section 6.02(m) of the Company Disclosure Schedule shall have entered into (i) termination agreements and releases substantially in the form of Annexes C-1, C-2 and C-3, as applicable, to this Agreement, (ii) employment or consulting agreements substantially in the form of Annexes D-0, X-0 or D-3, as applicable, to this Agreement, (iii) confidentiality and non-competition agreements substantially in the form of Annexes H-1, H-2 and H-3, and (iv) mutual and general releases substantially in the form of Annexes I-1, I-2 and I-3.
Employment Related Agreements. There is no written or oral, express or implied:
(a) Employment contract or agreement, or guarantee of job security, made with or to any past or present employee of Pinnacle or any of Pinnacle's subsidiaries that is not terminable by Pinnacle or Pinnacle's subsidiaries upon 60 days' or less notice without penalty or obligation;
(b) Plan, contract, arrangement, understanding, or practice providing for bonuses, pensions, options, stock purchases, deferred compensation, retirement payments, retirement benefits of the type described in Statement of Financial Accounting Standard No. 106, or profit sharing; or
(c) Plan, agreement, arrangement, or understanding with respect to payment of medical expenses, insurance (except insurance continuation limited to that required under provisions of the Consolidated Omnibus Budget Reconciliation Act), or other benefits for any former employee or any spouse, child, member of the same household, estate, or survivor of any employee.
