PAYMENTS RESULTING FROM TRANSACTIONS. Neither the execution and delivery of this Agreement or any of the other Operative Documents nor the consummation of the transactions contemplated in (or by) this Agreement or any of the other Operative Documents will (a) entitle any current or former officer, employee, agent, director or independent contractor of the Company to severance pay, unemployment compensation or any other payment from the Company or any other Person, or otherwise increase the amount of compensation due to any such individual, or (b) result in any benefit or right becoming established or increased, or accelerate the time of payment or vesting of any benefit, under any Employee Benefit Plan, whether or not some other subsequent action or event would be required to trigger any of the items specified in (a) or (b) above.
PAYMENTS RESULTING FROM TRANSACTIONS. Except as disclosed in Section 2.15.9 of the Schedule of Exceptions, neither the execution and delivery of this Agreement or any of the other Operative Documents nor the consummation of the transactions contemplated in (or by) this Agreement or any of the other Operative Documents will (a) entitle any current or former officer, employee, agent, director or independent contractor of the Company to severance pay, unemployment compensation or any other payment from the Company or to the Company's knowledge any other Person, or otherwise increase the amount of compensation due to any such individual, or (b) result in any benefit or right becoming established or increased, or accelerate the time of payment or vesting of any benefit, under any Employee Benefit Plan.
PAYMENTS RESULTING FROM TRANSACTIONS. Neither the execution and delivery of this Agreement or any Operative Document nor the consummation of the transactions contemplated in (or by) this Agreement or any Operative Document will, either alone or in connection with any other action or event, (a) entitle any individual to severance pay, unemployment compensation or any other payment from the Company or any Employee Benefit Plan, (b) otherwise increase the amount of compensation due to any individual, (c) result in any benefit or right becoming established or increased, or accelerate the time of payment or vesting of any benefit, under any Employee Benefit Plan, or (d) require the Company to transfer or set aside any assets to fund or otherwise provide for any benefits for any individual.
PAYMENTS RESULTING FROM TRANSACTIONS. 20 2.14 Personnel...............................................................................20 2.15
PAYMENTS RESULTING FROM TRANSACTIONS. The consummation of any transaction contemplated by this Agreement will not result in any (i) payment (whether of severance pay or otherwise) becoming due from Seller or any ERISA Affiliate to any officer, employee, former employee or director thereof or to the trustee under any "rabbi trust" or similar arrangement, or (ii) benefit under any Employee Benefit Plan being established or becoming funded, accelerated, vested or payable.
PAYMENTS RESULTING FROM TRANSACTIONS. 23 2.14 Intellectual Property .................................................. 24 2.14.1 General ........................................................ 24 2.14.2 Technology ..................................................... 24 2.14.3 Third Party Technology ......................................... 25 2.14.4 Trademarks ..................................................... 25 2.14.5 Intellectual Property Rights ................................... 26
PAYMENTS RESULTING FROM TRANSACTIONS. Neither the execution and delivery of this Agreement or any of the other Operative Documents nor the consummation of the transactions contemplated in (or by) this Agreement or any of the other Operative Documents will, either alone or in connection with any other action or event, (a) entitle any individual to severance pay, unemployment compensation or any other payment from IntelliPrep or any Employee Benefit Plan, (b) otherwise increase the amount of compensation due to any individual, (c) result in any benefit or right becoming established or increased, or accelerate the time of payment or vesting of any benefit, under any Employee Benefit Plan, or (d) require IntelliPrep to transfer or set aside any assets to fund or otherwise provide for any benefits for any individual.
PAYMENTS RESULTING FROM TRANSACTIONS. Neither the execution and delivery of this Agreement or any of the Ancillary Documents nor the consummation of the transactions contemplated in (or by) this Agreement or any of the Ancillary Documents (either alone or upon the occurrence of any additional or subsequent event(s)) will (a) entitle any individual to severance pay, unemployment compensation or any other payment from the Company, Parent or any other Person, or otherwise increase the amount of compensation due to (or forgive any indebtedness owed by) any individual, (b) result in any benefit or right becoming established or increased, or accelerate the time of payment or vesting of any benefit, under any Employee Benefit Plan, or (c) require the Company or Parent to transfer or set aside any assets to fund or otherwise provide for any benefits for any individual.
PAYMENTS RESULTING FROM TRANSACTIONS. Except as disclosed in the Company Schedules, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated in (or by) this Agreement, will (a) entitle any individual to severance pay, unemployment compensation or any other payment from the Company, any ERISA Affiliate, Parent, Purchaser, the Surviving Corporation or any Employee Benefit Plan, (b) otherwise increase the amount of compensation due to any individual, (c) result in any benefit or right becoming established or increased, or accelerate the time of payment or vesting of any benefit, under any Employee Benefit Plan, or (d) require the Company, any ERISA Affiliate, Parent, Purchaser or the Surviving Corporation to transfer or set aside any assets to fund or otherwise provide for any benefits for any individual.
PAYMENTS RESULTING FROM TRANSACTIONS. The consummation of any transaction contemplated by this Agreement will not result in any (i) payment (whether of severance pay or otherwise) becoming due from the Company to any officer, employee, former employee or director thereof or to the trustee under any "rabbi trust" or similar arrangement, or (ii) benefit under any Employee Benefit Plan being established or becoming accelerated, vested or payable. The consummation of any transaction contemplated by this Agreement will not result in a payment or series of payments by the Company, directly or indirectly, to any person that would constitute a "parachute payment" within the meaning of Section 280G of the Code. Set forth on Schedule 2.17 to the Disclosure Memorandum is a true and complete list of all inventions, patents, trademarks, trade names, brand names, copyrights, Software Products (as defined below), trade secrets and formulae of any kind now used or anticipated to be used in the business of the Company (collectively, the "Listed Intellectual Property"). Other than nondisclosure agreements and beta test licenses (the "Unlisted Agreements"), Schedule 2.17 contains a complete and accurate list of all licenses or agreements which in any way affect the rights of the Company to any of the Listed Intellectual Property (the "Intellectual Property Licenses"); such list indicates the specific Listed Intellectual Property affected by each such license or agreement. Except as set forth on Schedule 2.17 to the Disclosure Memorandum, neither the Company's operations nor any Listed Intellectual Property or Intellectual Property License infringes, or to the Company's knowledge provides any basis to believe that its operations or any Listed Intellectual Property or Intellectual Property License would infringe, upon any validly issued or pending trademark, trade name, service mark, xxpyright or, to the knowledge of the Company, any validly issued patent or other right (including, without limitation, any right of privacy or right of publicity) of any other Person, nor, to the knowledge of the Company, is there any infringement by any other Person of any of the Listed Intellectual Property or of the intellectual property to which the Intellectual Property Licenses relate. The consummation of the transactions contemplated hereby and by the other Operative Documents will not materially alter or impair the Company's rights to any of the Listed Intellectual Property or under any Intellectual Property License. The mann...
