Retention Agreements. Transatlantic and Alleghany shall each use their respective reasonable best efforts during a period of fifteen days following the date hereof to agree to terms of retention agreements for those individuals listed in Section 6.10 of the Transatlantic Disclosure Schedule. Upon reaching such agreement, Transatlantic’s management shall recommend approval of such agreements by the Transatlantic Board. In the event of approval by the Transatlantic Board, Transatlantic shall use its reasonable best efforts to cause the retention agreements between Transatlantic and each of the individuals listed in Section 6.10 of the Transatlantic Disclosure Schedule to be amended and restated (or, with respect to a listed individual who is not currently a party to any retention agreement, cause a new retention agreement to be entered into) in a form mutually agreed by Transatlantic and Alleghany, which agreement in the case of an amended and restated agreement or an agreement replacing a previously offered retention agreement, shall supersede and replace the prior retention agreement entered into or offered. Furthermore, Transatlantic shall not take any further action to enter into any amended and restated retention agreement (or with respect to a listed individual who is not currently a party to any retention agreement, cause a new retention agreement to be entered into), the terms of which would be applicable in the event of the consummation of the transactions contemplated by this Agreement; provided, however, that in the event that the employment of an employee of Transatlantic who is listed on Section 6.10 of the Transatlantic Disclosure Schedule and did not execute his or her retention agreement prior to the date hereof is terminated without Cause prior to the Effective Time, such employee shall be entitled to the same treatment as if such employee had executed a retention agreement which had been mutually agreed by Alleghany and Transatlantic pursuant to this Section 6.10. Pursuant to this Section 6.10, from and after the Effective Time, the Surviving Company hereby agrees to assume and becomes the successor to the rights and obligations of Transatlantic under any agreements that are outstanding on or before the date hereof the amended and restated retention agreements and the such other retention agreements entered into between Transatlantic and its employees on or before the date hereof (or, thereafter, to the extent permitted by this Agreement) without the need for fu...
Retention Agreements. Mallinckrodt Enterprises LLC has entered into retention agreements with certain U.S. Transferred Employees. Buyers shall have no liability with respect to the payments required under such retention agreements.
Retention Agreements. Schedule 10.09 contains a list of retention agreements between Seller and certain Business Employees (“Retention Agreements”), which have previously been provided to Purchaser. Effective as of the Closing, Purchaser or one of its Affiliates shall succeed to and assume each Retention Agreement with a Transferred Employee and all of the obligations and Liabilities of Seller thereunder for the Retention Incentives and Severance Payments described in the Retention Agreements.
Retention Agreements. The parties agree and acknowledge that the obligations due to each of Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxxxx, Xxx Xxxxx and Xxxxxx X. Xxxxxxxxxx pursuant to the Retention Agreements shall not be due and payable until such amounts are due under such Retention Agreements and that, notwithstanding the foregoing, such amounts shall be deducted from the Aggregate Merger Consideration at the Closing as Company Transaction Expenses and paid by the Surviving Corporation when due under the Retention Agreements. Parent agrees to cause the Surviving Corporation to transmit any amounts deducted from the Effective Date Aggregate Merger Consideration with respect to the Retention Agreements that, after the Closing, no longer will become due or payable in accordance with the terms of the Retention Agreements as determined in good faith by the Surviving Corporation, plus an amount equal to three and 15/100 percent (3.15%) interest compounding annually on the obligations due pursuant to the Retention Agreements (collectively, the “Unused Retention Amount”) to the Stockholders’ Representative for distribution to the Stockholders.
Retention Agreements. The Seller or any of the Selling Affiliates shall be solely liable for any payments, including but not limited to any retention bonuses and other bonus payments, which become due prior to or after the Closing Date under retention agreements between the Seller or any Selling Affiliates and the Business Employee identified on Schedule 4.5. Seller shall indemnify Purchaser and hold Purchaser harmless against any and all claims which Purchaser or the relevant Purchaser Designee, a Sold Entity or a JV Majority Participation may be subject to in that respect and against any and all costs Purchaser or a Purchaser Designee may suffer as a result thereof. None of Seller or any Selling Affiliate shall issue a competing offer of employment as contemplated by such Retention Agreements.
Retention Agreements. (a) As a condition precedent to the Closing, certain individuals identified in Schedule 16.3 hereof shall execute agreements, which shall provide among other things an agreement by Lincare to pay such individuals a retention bonus as more fully described in and subject to Section 16.3(b) hereof.
(b) For each of the individuals identified in Schedule 16.3 whose employment with Lincare or its affiliates continues uninterrupted from the Closing Date until at least the day that is five business days immediately prior to the one (1)-year anniversary of the Closing Date, Lincare shall pay such individual in accordance with Schedule 16.3 hereof (less customary deductions and withholds) on Lincare’s then next regular employee compensation payment date. Notwithstanding anything in the foregoing to the contrary, the parties hereto understand and agree that, if Lincare terminates any such individual without cause prior to the day that is five business days immediately prior to the one (1)-year anniversary of the Closing Date, such individual shall be entitled to receive the above-referenced payment (less customary deductions and withholds).
(c) The Company covenants and agrees that, within five (5) business days of Lincare’s providing such written notice but in no event later than the date the deferred Purchase Price payment set forth in Section 3.1(c) hereof is payable, the Company shall make a cash payment to Lincare by wire transfer of immediately available funds in an amount equal to the total amount to which all such individuals as described above are entitled. No amounts shall be payable under this Section 16.3 to any individual whose employment with Lincare ceases before the day that is five business days immediately prior to the one (1)-year anniversary of the Closing Date, unless Lincare terminates any such individual without cause during such period.
(d) The Company shall be liable for all amounts paid under this Section 16.3 (including customary deductions and withholds). In addition to its other rights hereunder (including its right to indemnification pursuant to Article 7 hereof), Lincare shall have the right to deduct any such payments from Lincare’s payment obligations under this Agreement in accordance with Section 7.2 hereof.
Retention Agreements. (a) Parent shall retain the Liability for all payments (the “Retention Payments”) under or in relation to any retention, cash appreciation, severance or other agreements with Business Employees listed in Section 6.5(a) of the Parent Disclosure Schedule (the “Retention Agreements”).
(b) With respect to each Transferred Business Employee who is party to a Retention Agreement that includes a post-Closing severance commitment (as identified in Section 6.5(b) of the Parent Disclosure Schedule), if, prior to the expiration date for such commitment indicated with respect to such Retention Agreement in Section 6.5(b) of the Parent Disclosure Schedule, such Transferred Business Employee separates from employment with Purchaser or any of its Affiliates (including, after the Closing, the Company) for any reason, Purchaser shall, within five (5) Business Days after such separation from employment, provide Parent with a written statement indicating the date of such separation from employment and describing, in reasonable detail, the circumstances surrounding such separation from employment.
(c) Purchaser shall cooperate with Parent and its Affiliates to facilitate payment of the Retention Payments to Transferred Business Employees, including, if requested by Parent, by paying such amounts to the applicable Transferred Business Employees subject to applicable Tax withholding and remitting the Tax withholding and payroll Taxes to the appropriate Tax authority; provided that Purchaser’s obligation under this Section 6.5(c) shall be subject to Parent’s payment of an amount equivalent to the Retention Payment (including with respect to the employer portion of any Taxes payable in connection therewith) to Purchaser at least two (2) Business Days prior to the applicable payment date; provided, further, that the amount Parent is otherwise required to pay to Purchaser pursuant to this Section 6.5(c) shall be decreased by the actual amount of any Tax benefit realized by Purchaser or any of its Affiliates after taking into account the amount paid by Parent to Purchaser pursuant to this Section 6.5(c) and that arises from the deductibility of any Retention Payment paid (or treated as paid) by Purchaser pursuant to this Section 6.5(c).
Retention Agreements. 46 Table of Contents (Continued) Page ----
Retention Agreements. Parent will use its commercially reasonable efforts to negotiate and execute before the initial filing of the Registration Statement an employment agreement with Xxxx Xxxxxxxxxx and retention agreements with the persons mutually agreed by Parent and the Company pursuant to terms and conditions mutually acceptable to the parties thereto and the Company; provided, however, in no event will the failure to enter into any such retention agreements be deemed a breach of this Agreement or failure of a closing condition.
Retention Agreements. The Seller shall use its reasonable best efforts to, prior to the Acceptance Date, cause each of the employees of the Seller and its subsidiaries listed on Exhibit A to this Agreement to enter into a Retention Letter Agreement with the Parent on terms and conditions reasonably acceptable to the Parent.
