Identification of Contributed Business Individuals Sample Clauses

Identification of Contributed Business Individuals. (A) Attached hereto are Schedules 8.4(a)(i)-1 and 8.4(a)(i)-2, which consist, respectively, of lists of Wachovia and Prudential, and their respective Subsidiaries' employees and independent contractors (other (a) (i)-2 shall be corrected, verified and/or approved as described herein no later than 60 days after the Closing Date (unless otherwise agreed by the Parties) (such schedules, as so corrected, verified and/or approved, together shall be referred to hereinafter as the "Individual Schedules"). Any additions to such lists after the date of this Agreement (including employees hired or transferred to replace terminating employees and newly hired employees or newly hired independent contractors) by any Party shall be subject to the other Party's approval, not to be unreasonably withheld. All such employees and independent contractors of Wachovia and its Subsidiaries set forth on Schedule 8.4(a)(i)-1 from time to time will be the "Wachovia Contributed Business Individuals" and such employees and independent contractors of Prudential and its Subsidiaries set forth on Schedule 8.4(a)(i)-2 from time to time will be the "Prudential Contributed Business Individuals" (Wachovia Contributed Business Individuals and Prudential Contributed Business Individuals, collectively, "Contributed Business Individuals"); provided, however, that any Contributed Business Individual to whom a notice of termination has been given prior to the Closing and all liabilities with respect to such individual shall remain or become the responsibility of Wachovia or Prudential, as the case may be, even if the actual termination of such employee's employment occurs after the Closing; and provided, further, however, that in no event shall any notice regarding the transactions contemplated under this Agreement (or any other Transaction Document) or any offer of employment made by any Company Entity (described in Section 8.4(a)(i)(B) below) constitute a notice of termination for purposes of this Section 8.4(a)(i)(A). On and after the date hereof, Wachovia and Prudential each agree to use their reasonable best efforts to cause each of their Contributed Business Individuals, respectively, to devote 100% of their time to Contributed Business-related matters. (B) The Parties intend for there to be continuity of employment with respect to the Contributed Business Employees. Prior to the Closing Date, the Company (or the applicable Company Entity) shall make offers of employment to employees and of...
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Related to Identification of Contributed Business Individuals

  • Separate Business CAC shall not: (i) fail to maintain separate books, financial statements, accounting records and other corporate documents from those of Funding; (ii) commingle any of its assets or the assets of any of its Affiliates with those of Funding (except to the extent that CAC acts as the Servicer of the Loans); (iii) pay from its own assets any obligation or indebtedness of any kind incurred by Funding (or the Trust); and (iv) directly, or through any of its Affiliates, borrow funds or accept credit or guaranties from Funding.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Certification Regarding Business with Certain Countries and Organizations Pursuant to Subchapter F, Chapter 2252, Texas Government Code, PROVIDER certifies it is not engaged in business with Iran, Sudan, or a foreign terrorist organization. PROVIDER acknowledges this Purchase Order may be terminated if this certification is or becomes inaccurate.

  • DISADVANTAGED BUSINESS ENTERPRISE OR HISTORICALLY UNDERUTILIZED BUSINESS REQUIREMENTS The Engineer agrees to comply with the requirements set forth in Attachment H, Disadvantaged Business Enterprise or Historically Underutilized Business Subcontracting Plan Requirements with an assigned goal or a zero goal, as determined by the State.

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Excluded Employees Employees excluded from the bargaining unit who work for an Employer signatory to this Agreement may participate in any of the foregoing benefits under rules and regulations established by the Trustees. The trustees shall determine the contributions required for such benefits.

  • Organizational Contributions In connection with the formation of the Partnership under the Delaware Act, the General Partner made an initial Capital Contribution to the Partnership in the amount of $20.00, for a 2% General Partner Interest in the Partnership and has been admitted as the General Partner of the Partnership, and the Organizational Limited Partner made an initial Capital Contribution to the Partnership in the amount of $980 for a 98% Limited Partner Interest in the Partnership and has been admitted as a Limited Partner of the Partnership. As of the Closing Date, the interest of the Organizational Limited Partner shall be redeemed; and the initial Capital Contribution of the Organizational Limited Partner shall thereupon be refunded. Ninety-eight percent of any interest or other profit that may have resulted from the investment or other use of such initial Capital Contributions shall be allocated and distributed to the Organizational Limited Partner, and the balance thereof shall be allocated and distributed to the General Partner.

  • Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) Conserve to Preserve Foundation, a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (v) any Project Subsidiary, and (vi) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.19 [Joinder of Guarantors]. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except in each case in respect of a Permitted Related Business Opportunity.

  • Defined Contribution Plan The Employer will establish the following Employer contribution programs in the existing salary deferral plans: » Beginning in 2006 and continuing throughout the term of the Agreement, a performance-based contribution

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