List of Plans and Obligations Sample Clauses

List of Plans and Obligations. The employee benefit plans and ----------------------------- arrangements set forth in Schedule 4.19 is a complete and accurate list and ------------- description of all plans, arrangements, agreements, commitments, promises and other obligations of the Sellers, including but not limited to pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, sick leave without compensation, bonus and other incentive plans, every medical, vision, dental and other health plan, every life insurance plan and every other written or unwritten employee program, arrangement, agreement or understanding, commitment or method of contribution or compensation, whether formal or informal, whether funded or unfunded, and other obligations under which the Sellers have been, are or will be obligated to provide benefits to any current or former Employee, retiree, director, independent contractor, shareholder, officer, consultant or other beneficiary, or dependent, spouse or other family member or beneficiary of such Employee, retiree, director, independent contractor, shareholder, officer, consultant, or other beneficiary of the Sellers, whether during their employment with the Sellers or after the termination of such employment (the "Plans" and the "Beneficiaries," respectively).
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List of Plans and Obligations. The Disclosure Memorandum sets forth a complete and accurate list and description of all plans, arrangements, agreements, commitments, promises and other obligations of all the Universal Entities, including but not limited to pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, sick leave without compensation, bonus and other incentive plans, every medical, vision, dental and other health plan, every life insurance plan and every other written or unwritten employee program, arrangement, agreement or understanding, commitment or method of contribution or compensation, whether formal or informal, whether funded or unfunded and other obligations under which the Universal Entities have been, are or will be obligated to provide benefits to any current or former Employee, retiree, director, independent contractor, shareholder, officer, consultant or other beneficiary, or dependent, spouse or other family member or beneficiary of such Employee, retiree, director, independent contractor, shareholder, officer, consultant or other beneficiary, of such Universal Entity whether during their employment with such Universal Entity or after the termination of such employment (the "Plans" and the "Beneficiaries", respectively).
List of Plans and Obligations. Schedule 4.18 is a complete and accurate list and description of all employee benefit plans, arrangements, agreements, commitments, promises and other obligations of Seller to its employees, including but not limited to every pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, sick leave without compensation, bonus and other incentive plans, every medical, vision, dental and other health plan, every life insurance plan and every other written or unwritten employee program, arrangement, agreement or understanding, commitment or method of contribution or compensation, whether formal or informal, whether funded or unfunded and other obligations under which Seller has been, is or will be obligated to provide benefits to any current or former employee, retiree, director, independent contractor, shareholder, officer, member, consultant or other beneficiary of Seller, or dependent, spouse or other family member or beneficiary of such person, whether during their employment with Seller or after the termination of such employment (the “Plans” and the “Beneficiaries,” respectively).
List of Plans and Obligations. The employee benefit plans and arrangements set forth in Schedule 3.15.3 is a complete and accurate list and description of all plans, arrangements, agreements, commitments, promises and other obligations of Target, including but not limited to pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, sick leave without compensation, bonus and other incentive plans, every medical, vision, dental and other health plan, every life insurance plan and every other written or unwritten employee program, arrangement, agreement or understanding, commitment or method of contribution or compensation, whether formal or informal, whether funded or unfunded, and other obligations under which Target has been, are or will be obligated to provide benefits to any current or former employee, retiree, director, independent contractor, stockholder, officer, consultant or other beneficiary, or dependent, spouse or other family member or beneficiary of such employee, retiree, director, independent contractor, stockholder, officer, consultant, or other beneficiary of Target, whether during their employment with Target or after the termination of such employment (the “Plans” and the “Beneficiaries,” respectively).
List of Plans and Obligations. The employee benefit ----------------------------- plans and arrangements set forth in Schedule 4.18 is a complete and accurate ------------- list and description of all plans, arrangements, agreements, commitments, promises and other benefit or compensatory obligations of the Sellers (other than any de minimis fringe benefit as defined in Section 132(e) of the Internal Revenue Code of 1986, as amended (the "Code")), including pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, sick leave without compensation, bonus and other incentive plans, every medical, vision, dental and other health plan, every life insurance plan and every other written or unwritten employee program, arrangement, agreement or understanding, commitment or method of contribution or compensation, whether formal or informal, whether funded or unfunded, and other obligations under which the Sellers have been, are or will be obligated to provide benefits to any current or former employee, retiree, director, independent contractor, shareholder, officer, consultant or other beneficiary, or dependent, spouse or other family member or beneficiary of such Employee, retiree, director, independent contractor, shareholder, officer, consultant, or other beneficiary of the Sellers, whether during their employment with the Sellers or after the termination of such employment (the "Plans" and the "Beneficiaries," respectively).
List of Plans and Obligations. The Seller has made available to the Acquiring Parties a copy of all plans, arrangements, agreements, commitments and other binding obligations of the Seller, including but not limited to pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, sick leave without compensation, bonus and other incentive plans, every medical, vision, dental and other health plan, every life insurance plan and every other written or unwritten employee program, arrangement, agreement or understanding, commitment or method of contribution or compensation, whether formal or informal, whether funded or unfunded, and other obligations under which the Seller has been, is or will be obligated to provide benefits to any current or former employee, retiree, director, manager, independent contractor, stockholder, member, officer, consultant or other beneficiary, or dependent, spouse or other family member or beneficiary of such employee, retiree, director, manager, independent contractor, stockholder, member, officer, consultant, or other beneficiary of the Seller, whether during their employment with the Seller or after the termination of such employment (the “Plans” and the “Beneficiaries,” respectively).

Related to List of Plans and Obligations

  • Material Contracts and Obligations All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • Assumption of Liabilities and Obligations (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of BEA (collectively, the "BEA Assumed Obligations"): (i) all of the obligations and liabilities of BEA under the BEA Assumable Agreements, and (ii) all obligations and liabilities of BEA with respect to the ownership and operation of the BEA Assets and the conduct of the BEA Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the BEA Nonassumed Obligations. (b) ATS shall not assume or become obligated to perform any debt, liability or obligation of BEA relating to any of the following matters (collectively, the "BEA Nonassumed Obligations"): (i) the ownership or operation of the BEA Assets or the conduct of the BEA Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of BEA (including without limitation any obligation to any BEA Employee for severance benefits, vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing on the Closing Date: products liability, Legal Actions or other Claims, and obligations and liabilities relating to Environmental Law; (ii) any obligations or liabilities under the BEA Assumable Agreements relating to the period prior to the Closing; (iii) any insurance policies of BEA; (iv) those required to be disclosed in the BEA Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the BEA Disclosure Schedule indicates that such obligation or liability will not be assumed; (v) any liability or obligation from or relating to breach of any warranty or any misrepresentation by BEA under this Agreement or any Collateral Document; (vi) any liability or obligation from or relating to breach or violation of, or failure to perform, any of BEA's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 5 of this Agreement; (vii) any obligation or liability relating to any asset of BEA not included in the BEA Assets. (viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (ix) any Taxes, fees, expenses or other amounts required to be paid by BEA pursuant to the provisions of this Agreement or any Collateral Document; and (x) any Contract with any Affiliate of BEA, other than those, if any, set forth in Section 2(b)(x) of the BEA Disclosure Schedule. All BEA Nonassumed Obligations shall remain and be the obligations and liabilities solely of BEA. (c) Notwithstanding anything contained in this Agreement to the contrary, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, all items of income and expense (including without limitation with respect to rent, utility charges, Pro Ratable Taxes and wages, salaries and accrued but unused vacation of BEA employees) arising from the ownership or operation of the BEA Assets or the conduct of the BEA Business shall be prorated as of 12:01 a.m., Eastern time, on the Closing Date, with BEA entitled to and responsible for any such items on or prior to the Closing Date and ATS entitled to and responsible for any such items relating to any subsequent period. For these purposes, Pro Ratable Taxes attributable to a period that begins before and ends after the Closing Date shall be treated on a "closing of the books" basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Pro Ratable Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis. If either party shall have received any such revenues or paid any such expenses or charges which, pursuant to the terms hereof, the other party is entitled to or responsible for, it shall furnish the other party with a detailed statement of any such items as soon as practicable after receipt or payment thereof. The parties shall use their best efforts to agree upon such items and other adjustments prior to the Closing Date and, in any event, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, within sixty (60) days thereafter. If the parties are unable within such period to agree upon such items and other adjustments, BEA and ATS shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained to review such items and other adjustments. The fees and other expenses of retaining such independent public accounting firm shall be borne equally by BEA and ATS. Such firm shall report its conclusions as to such items and other adjustments pursuant to this Section and such report shall be conclusive on all parties to this Agreement and not subject to dispute or review. Upon such agreement or determination by such independent accounting firm, BEA or ATS, as the case may be, shall promptly reimburse the other party for any income received or expenses paid by the other party and not previously reimbursed or any other adjustment required by this Section. Nothing contained in this Section 2.2(c) is intended or shall be deemed to amend or modify the indemnification provisions of Article 8 nor to reallocate responsibility for the matters set forth therein.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent. (b) Owners, without Managing Agent’s consent, may not assign their respective rights or delegate their respective obligations hereunder. (c) Any assignment permitted hereunder shall not release the assignor hereunder.

  • Parties' Rights and Obligations If during the Term there is any Condemnation of all or any part of the Leased Property or any interest in this Lease, the rights and obligations of Lessor and Lessee shall be determined by this Article 15.

  • Rights and Obligations of Both Parties 7.1 Party A shall have the following rights and obligations: § to draw down and use the Loan according to this Contract; § if Party A repays the Loan before maturity date, it shall obtain prior written consent from Party B and shall compensate Party B against the losses for expected income and relevant expenses; § to bear all expenses incurred under this Contract; § it shall notify Party B at least 30 days in advance of any activities that would have a negative impact upon Party B’s ability to realize its rights such as joint operation, merger, restructuring, sale of material asset, etc. and obtain Party B’s written consent, otherwise, Party A is not allowed to carry out the afore mentioned activity before repayment of the Loan; § to notify Party B of any changes like location, contact address, business scope, legal representative and other commercial register items within 7 days after these changes; § it shall notify Party B immediately the occurrence of any event that will affect its normal operation or solvency under this contract, such as (but not restrain to) severe economic dispute, bankruptcy, financial deterioration etc; § In case of it winding up, dissolution, suspension of operation, revoke of business license, Party A should notify Party B of such events within 5 days after their occurrence and undertake to repay the principal and interest immediately. § Others as agreed. 7.2 Party B shall have the following rights and obligations: § to require Party A to provide all materials related to the Loan; § to deduct the principal, interest, compound interest, penalty interest and other due expenses relating to the Loan under this Contract directly from Party B’s account in accordance with the provisions of this Contract or relevant law; § in case of Party A’s evasion of Party B’s monitoring, default in payment for due principal or interest and other severe breach of the Contract, Party B is entitled to impose credit penalty against Party A, notify relevant departments or entities of such breach and put up payment demand notice on public media; § to provide loan to Party A in time according to the provisions of the Contract (except for the delays due to Party A’s reason); § to keep confidential of the information and materials provided by Party A..

  • Independent Nature of Rights and Obligations Nothing contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute Investor and the Sponsor as, and the Sponsor acknowledges that Investor and the Sponsor do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any matters, and the Sponsor acknowledges that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement.

  • Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.

  • Party A’s Rights and Obligations 4.1 甲方应不晚于扣款日向/在其结算账户转账/存入等于(或不少于)存款资金的款项,并在起息日前的所有时间均确保并维持结算账户中有该等数额的款项。若因非乙方过错的任何原因,包括但不限于由于甲方的债权债务纠纷或任何原因导致结算账户被司法机关采取查封、冻结或支取等强制措施,甲方未能在起息日前的所有时间确保并维持结算账户中的存款资金数额的,本协议应立即解除并失效,但不影响甲方应承担的违约责任并向乙方赔偿全部损失的义务。 No later than the Trade Date, Party A shall transfer/deposit money equal to (or not less than) the full Deposit Amount to/in the Settlement Account and shall ensure that such amount of fund in the Settlement Account shall be held and maintained at all time until the Effective Date. Failure by Party A to do the same due to whatever reason other than Party B’s fault, including without limitation, the Deposit Amount being frozen, seized or taken, in whole or in part, with enforcement measures by judicial authority arising from its credits, debts dispute and/or whatsoever reason, shall cause this Agreement to be immediately and automatically ceased and this Agreement will be no longer to be in force and effect, and in such case, it shall be deemed that Party A breaches the terms of this Agreement and therefore shall be liable for all losses and damages suffered by Party B arising therefrom. 4.2 甲方授权乙方在扣款日对甲方结算账户扣划与存款资金相等数额的款项并转存至结构性存款标的下,该等操作无须经甲方另行同意或通知甲方。 On the Effective Date, Party A hereby authorizes Party B to deduct fund in the Settlement Account equal to the full Deposit Amount and transfer the same to be deposited under the Structured Deposit program without further consent from and notice to Party A. 4.3 甲方授权乙方在结算日或根据本协议第6.2 款的提前终止日(如适用)将结构性存款标的下的符合本协议第5.2 款数额的资金转入甲方的结算账户,该等操作无须经甲方另行同意或通知甲方。 On the Settlement Date or (as the case may be) the Early Termination Date (as specified in Clause 6.2), Party A hereby authorizes Party B to transfer fund so deposited under the Structured Deposit program to the Settlement Account without further consent from and notice to Party A. Provided that the fund to be transferred by Party B thereof shall be equal to the amount as specified in Clause 5.2. 4.4 在甲方签署本协议后的 24 小时(“冷静期”)内,甲方有权以乙方指定的方式通知乙方撤销结构性存款业务。若甲方在冷静期内行使撤销权的,本协议视为未生效,相关结构性存款业务不进行。冷静期结束后,甲方的撤销权立即自动完全失效。 Within 24 hours from the execution of this Agreement by Party A (“Cooling-off Party A’s right to withdraw/cancel the purchase of Structured Deposit shall be completely ceased. 4.5 除另有约定外,相关税费(若有)由甲方自行负担。 Unless otherwise specified, Party A shall bear all relevant taxes applicable to it (if any). 4.6 甲方对本协议及销售文件负有保密义务,未经乙方书面许可,甲方不得向任何组织、个人提供或泄露与乙方或本协议有关的任何业务资料及信息,法律及/或监管要求另有规定除外。 Party A shall keep confidential this Agreement and Ancillary Document. Without written approval from Party B, it shall not provide nor disclose to any organization or individual any business material and information relating to Party B and in connection with this Agreement, unless otherwise required by laws regulations and/or regulatory requirement. 4.7 甲方认可,产品说明书及所有销售文件的所有条款与条件符合其意图及要求,应得到甲方的完全遵守。 Party A accepts that all terms and conditions as provided in the Commercial Term and any relevant Ancillary Documents meet its intentions and requirements and it shall fully comply with all provisions hereof/thereof.

  • Rights and Obligations of Members Section 6.1

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