Plans and Agreements Sample Clauses

Plans and Agreements. Review proposals of emergency mutual aid plans and agreements and
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Plans and Agreements. Schedule 2.21(b) contains an accurate and complete list of each Company Employee Plan and each Employment Agreement. Company does not have any plan or commitment to establish any new Company Employee Plan or Employment Agreement, or to modify any Company Employee Plan or Employment Agreement (except to the extent required by law or to conform any such Company Employee Plan or Employment Agreement to the requirements of any applicable law, in each case as previously disclosed to Parent in writing, THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. or as contemplated by this Agreement), or to adopt or enter into any Company Employee Plan, or Employment Agreement.
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Plans and Agreements. It is understood by the parties hereto that payments to CMIS may be for administrative or shareholder servicing services only, while payments to CBSI may be for distribution-related services.
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Plans and Agreements. Schedule 3.14(a) lists all of the employee benefit plans in which the Company's employees participate (the "Plans"). The Company (a) does not maintain or contribute to any other pension, profit-sharing, stock bonus, welfare benefit or other "employee benefit plan" as defined in Section 3(3) of ERISA and (b) is not a party to or required to make payments under union contracts, collective bargaining agreements, employment contracts, consulting contracts, distributor or sales representative contracts, deferred compensation agreements or bonus or incentive plans or other similar plans or arrangements currently in force and effect. All of the Plans intended to be qualified under Section 401(a) of the Code have received favorable determination letters from the Internal Revenue Service, and, to the Knowledge of Seller, the Plans are in substantial compliance with applicable provisions of ERISA and the Code. With respect to any Plan subject to Title IV of ERISA and any defined benefit plan that is subject to Title IV of ERISA and maintained or contributed to by Shareholder or any entity under common control with Shareholder within the meaning of Section 414(b) or (c) of the Code (an "ERISA Affiliate"): (i) no liability to the Pension Benefit Guaranty Corporation ("PBGC") has been incurred (other than for premiums not yet due); (ii) no notice of intent to terminate any such plan has been filed with the PBGC or distributed to participants and no amendment terminating any such plan has been adopted; (iii) no proceedings to terminate any such plan have been instituted by the PBGC and neither the Company, Shareholder nor any ERISA Affiliate has received notice from the PBGC of an intent to institute such proceedings; (iv) no lien exists or is expected to arise within 60 days with respect to any property of the Company pursuant to Section 412(n) of the Code due to any failure to timely make any contribution to such plan required by Section 412 of the Code; (v) to the Knowledge of Seller, no "accumulated funding deficiency," within the meaning of Section 412 of the Code, whether or not waived, exists; and (vi) no "reportable event" within the meaning of Section 4043 of ERISA (for which the 30-day notice requirement has not been waived by the PBGC) has occurred within the last 12 months. No Plan is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA. Neither the Company, Shareholder nor any ERISA Affiliate has incurred any "withdrawal liability" (as d...
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Plans and Agreements. In the event that payment rate is increased at any time, the payment rate in the first paragraph of this Schedule C shall be reduced by the amount such rate is increased above 0.25% per annum.
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Plans and Agreements. (a) Schedule 2.11 (i) lists all of the Plans, (ii) identifies each Defined Benefit Plan or a Multi Employer Plan, (iii) identifies each of the Plans which purports to be a tax qualified plan under Section 401(a) of the Code and identifies any trust funding any of such Plans which purports to be a tax exempt trust under Section 501 (c)(9) of the Code, and (iv) in the case of each Multi‑Employer Plan, sets forth contributions made by the Company or any of its Subsidiaries to such Plan for the last plan year ending prior to the date of this Agreement. (b) The liabilities and obligations arising under or with respect to the Plans described in Section 2.11 shall be the sole and exclusive liability of Seller and none of such liabilities or obligations shall be transferred to the Company.
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Plans and Agreements. (a) NEW AGREEMENTS. CBI may from time to time enter into new Agreements on similar or substantially identical terms with other employees of CBI and its subsidiaries and affiliates. In such event CBI may, but shall not be required to, deliver copies of such new Agreements to the Trustee together with such life insurance policies, Assignments or other assets to the Trust Fund in a value or amount as the Trustee in its sole discretion reasonably exercised determines is necessary or appropriate to enable the Trustee to carry out its obligations under the Trust Agreement with respect to such new Agreements. The Trustee shall then determine, in its sole discretion reasonably exercised, whether all life insurance policies, Assignments and other assets contained in the Trust Fund are adequate to make payment to the Beneficiaries of all Participants or Designees under all the Plans; and if so the Trustee shall accept the new Agreements by written notice to CBI and any new Agreement so delivered to and accepted by the Trustee shall be deemed incorporated in Exhibit II with the same effect as if originally included therein. Except as provided in Section 2.3, the Trustee shall have no liability, responsibility, or obligation respecting Agreements not so accepted by the Trustee.
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Related to Plans and Agreements

  • Effect on Other Plans and Agreements An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company's benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 8 hereof, and except that the Executive shall have no rights to any severance benefits under any Company severance pay plan, offer letter or otherwise. Except for the Restrictive Covenants Agreement, in the event that the Executive is party to an agreement with the Company providing for payments or benefits under such plan or agreement and under this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both. Further, Section 5 and Section 6 of this Agreement are mutually exclusive and in no event shall the Executive be entitled to payments or benefits pursuant to both Section 5 and Section 6 of this Agreement.

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Covenants and Agreements as Independent Agreements Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.

  • Acknowledgements and Agreements Executive hereby acknowledges and agrees that in the performance of Executive’s duties to the Company during the Employment Period, Executive will be brought into frequent contact with existing and potential customers of the Group Companies throughout the world. Executive also agrees that trade secrets and confidential information of the Group Companies, more fully described in subparagraph 7(f), gained by Executive during Executive’s association with the Group Companies, have been developed by each Group Company through substantial expenditures of time, effort and money and constitute valuable and unique property of the Group Companies. Executive further understands and agrees that the foregoing makes it necessary for the protection of the Businesses that Executive not compete with the Businesses during Executive’s employment with the Company and not compete with the Businesses for a reasonable period thereafter, as further provided in the following subparagraphs.

  • Covenants and Agreements Each Grantor hereby covenants and agrees that: (i) it shall keep and maintain at its own cost and expense satisfactory and complete records of the Receivables, including, but not limited to, the originals of all documentation with respect to all Receivables and records of all payments received and all credits granted on the Receivables, all merchandise returned and all other dealings therewith; (ii) upon Collateral Agent’s reasonable request, it shall ▇▇▇▇ conspicuously, in form and manner reasonably satisfactory to Collateral Agent, all Chattel Paper, Instruments and other evidence of Receivables (other than any delivered to Collateral Agent as provided herein), as well as the Receivables Records with an appropriate reference to the fact that Collateral Agent has a security interest therein; (iii) other than in respect of obligations subject to good faith disputes, it shall perform in all material respects all of its obligations with respect to the Receivables; (iv) other than in the ordinary course of business and while no Event of Default exists, it shall not amend, modify, terminate or waive any provision of any Receivable in any manner which could reasonably be expected to have a Material Adverse Effect on the value of such Receivable as Collateral. Other than in the ordinary course of business and so long as no Event of Default exists, such Grantor shall not (w) grant any extension or renewal of the time of payment of any Receivable, (x) compromise or settle any dispute, claim or legal proceeding with respect to any Receivable for less than the total unpaid balance thereof, (y) release, wholly or partially, any Person liable for the payment thereof, or (z) allow any credit or discount thereon; (v) each Grantor shall continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and diligently exercise each material right it may have under any Receivable, any Supporting Obligation or Collateral Support, in each case, at its own expense, and in connection with such collections and exercise, such Grantor shall take such action as such Grantor may deem necessary or advisable. Notwithstanding the foregoing, Collateral Agent shall have the right at any time during the existence of an Event of Default to notify, or require any Grantor to notify, any Account Debtor of Collateral Agent’s security interest in the Receivables and any Supporting Obligation and, in addition, at any time following the occurrence and during the continuation of an Event of Default, Collateral Agent may: (A) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to Collateral Agent; (B) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to Collateral Agent; and (C) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to Collateral Agent if required, in a collateral account (the “Collateral Account”), and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and (vi) it shall use its commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.