Retention Letters. Purchaser is aware that after Closing, Target Companies will remain liable for any obligations arising from any retention letters issued or bonus plans or commitments made to Employees, or any person who would have been an Employee had he or she not ceased to be an employee prior to the Closing Date, by Linde, companies of the Linde Group or Target Companies, including the "STIP", "MTIP" and "

Retention Letters. The Company shall have received copies of the Retention Letter (including the non-competition and non-solicitation restrictions) from the Key Employees that are Listed Employees.

Retention Letters. Buyer or one of its Affiliates shall have executed and delivered a Retention Letter to each Listed Employee.

Retention Letters. Purchaser shall have delivered (and not revoked) a written communication of the terms of the bonus/retention plan and entitlement to participate in such plan to the individuals identified on Schedule 1 and Schedule 8.2(i) who have executed (and not repudiated) his or her Employment Covenant Agreement as of the Closing.

Retention Letters. Parent agrees, on behalf of itself and each member of the Parent Group, that the Parent Group shall comply with all of their obligations as set forth in the Retention Letters. Notwithstanding any other provision of this Agreement, Parent and the Sellers shall be solely responsible for and shall indemnify and hold the Purchaser Tax Indemnified Parties harmless for the amount of the First Retention Payments (together with any and all withholding, employment and other Taxes and all social and national insurance contributions and similar payments in connection with the First Retention Payments) and Purchaser, the Transferred Companies and their respective Subsidiaries shall be solely responsible for the amount of (a) the Second Retention Payments, (b) the Retention Letter Severance Payments, and (c) only to the extent included as a “Current Liability” in Working Capital and specifically reflected or reserved for on the Final Working Capital and Net Indebtedness Statement, the Pro-Rata Bonus Payments (in each case together with any and all withholding, employment and other Taxes and all social and national insurance contributions and similar payments in connection therewith). To the extent not assumed by Purchaser, the Transferred Companies or their respective Subsidiaries pursuant to the foregoing, Parent and the Sellers shall be solely responsible for and shall indemnify and hold the Purchaser Tax Indemnified Parties harmless for the amount of the Pro-Rata Bonus Payments (together with any and all withholding, employment and other Taxes and all social and national insurance contributions and similar payments in connection therewith). For purposes hereof, “Retention Letters” shall mean those certain letter agreements entered into with the Business Employees listed on Section 6.15 of the Seller Disclosure Schedule, which provide for, among other things: (i) the payment of a retention bonus payable 50% upon the Closing (the “First Retention Payment”) and 50% upon the one year anniversary of the Closing or earlier in the event of certain involuntary terminations (the “Second Retention Payment”), (ii) a pro-rated 2012 Parent bonus payable within one month of the Closing (the “Pro-Rata Bonus Payment”) and (iii) the payment of certain severance amounts in the event the applicable Business Employee’s employment is terminated without cause within one year following the Closing and Parent is not able to secure comparable employment for such Business Employee with a mem...

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Termination Letter Gentlemen: Pursuant to paragraph 1(i) of the Investment Management Trust Agreement between China Resources Development Inc. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of _________, 2011 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement (“Business Agreement”) with __________________ (“Target Business”) to consummate a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”). In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on __________ and to transfer the proceeds to the above-referenced account at XX Xxxxxx Chase Bank to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of __________________, which verifies the vote of the Company’s stockholders in connection with the Business Combination if a vote is held and (b) written instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice. Very truly yours, CHINA REOURCES DEVELOPMENT INC. By: Xxxxx Xxx, Chairman of the Board By: Xxxxxxx Xx, Secretary cc: Lazard Capital Markets LLC EXHIBIT B [Letterhead of Company] [Insert date] Continental Stock Transfer & Trust Company 00 Xxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn:
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.
Resignation Letters The Company shall have delivered to Parent written resignations of all officers and directors of the Company effective as of the Effective Time.
Opinion Letters The opinions required under Section 11.03(a) and Section 11.03(f) of the Agreement in connection with this Amendment are attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively.
Offer Letters The University shall send the Union a copy of the successful applicant’s appointment letter within five (5) working days of the receipt of the employee data form in Human Resources. All appointment letters, including temporary full-time appointments, shall contain the salary band or wage rate and the position number (if applicable) of the appointment, the department/unit, and the expected end date of the appointment.
Opinion Letter It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon surrender of any Debentures that are to be converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount, if so requested in writing by Holder.
Holdback Agreements (a) Each holder of Registrable Securities shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 180-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree.
Claims Letters Seacoast shall have received from the Persons listed in Section 4.17 of the Seacoast Disclosure Letter an executed written agreement in substantially the form of Exhibit C.
Management Letters Promptly after the receipt thereof by any Company, a copy of any “management letter” received by any such person from its certified public accountants and the management’s responses thereto;

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