Right and Entitlements Sample Clauses

Right and Entitlements. Subject to the express terms and conditions of this Agreement, each of the WhiteWave Mirror Plans shall be, with respect to WhiteWave Employees who are participants in such Plan, the successors in interest to and shall recognize rights and entitlements under the corresponding Xxxx Foods Plans in effect as of the Close of the Distribution Date in which such WhiteWave Employees participated prior to the Distribution Date (or Transfer Date, as the case may be). The Parties agree that WhiteWave Employees are not entitled to receive duplicative benefits for the same periods of service from the Xxxx Foods Plans and the WhiteWave Plans. Notwithstanding anything in this Section 5.2(a) to the contrary (but subject to the provisions of Section 5.2(b)), if in the reasonable determination of Xxxx Foods requiring any WhiteWave Mirror Plan to replicate each right or entitlement under the corresponding Xxxx Foods Plan (i) would result in an unreasonable administrative burden on, or in an unreasonable expense for, the WhiteWave Group, or (ii) conflict with any provision of applicable law, the applicable WhiteWave Mirror Plan may provide the eligible WhiteWave Employees with rights and entitlements that are substantially comparable in the aggregate to those previously in effect under the corresponding Xxxx Foods Plan.
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Right and Entitlements. Except as otherwise agreed to by the Parties in accordance with Section 2.2 and the Transition Services Agreement, each R&DCo Employee shall terminate participation in the Ikaria Plans on the Distribution Date (or Transfer Date, as the case may be). Subject to the express terms and conditions of this Agreement, each of the Replacement Plans shall be, with respect to R&DCo Employees who are participants in such Plans, the successors in interest to and shall recognize rights and entitlements under the corresponding Ikaria Plans in effect as of the Distribution Date in which such R&DCo Employees participated prior to the Distribution Date (or Transfer Date, as the case may be). The Parties agree that R&DCo Employees are not entitled to receive duplicative benefits for the same periods of service from the Ikaria Plans and the R&DCo Plans.
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Right and Entitlements. Subject to the express terms and conditions of this Agreement and the Transition Services Agreement, each of the TruGreen Mirror Plans shall be, with respect to TruGreen Employees who are participants in such Plan, the successors in interest to and shall recognize rights and entitlements under the corresponding ServiceMaster Plans in effect as of the completion of the Business Separation in which such TruGreen Employees participated prior to the completion of the Business Separation. The Parties agree that TruGreen Employees are not entitled to receive duplicative benefits for the same periods of service from the ServiceMaster Plans and the TruGreen Plans. Notwithstanding anything in this Section 3.2(a) to the contrary (but subject to the provisions of Section 3.2(b)), if in the reasonable determination of ServiceMaster requiring any TruGreen Mirror Plan to replicate each right or entitlement under the corresponding ServiceMaster Plan (i) would result in an unreasonable administrative burden on, or in an unreasonable expense for, TruGreen and its Subsidiaries, or (ii) conflict with any provision of applicable law, the applicable TruGreen Mirror Plan may provide the eligible TruGreen Employees with rights and entitlements that are substantially comparable in the aggregate to those previously in effect under the corresponding ServiceMaster Plan.
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Right and Entitlements. Each Transferred Employee shall terminate participation in the Legacy Plans at the end of the last day of the calendar month in which the Distribution Date occurs. Subject to the express terms and conditions of this Agreement, each of the Replacement Plans shall be, with respect to Transferred Employees who are participants in such Plans, the successors in interest to and shall recognize rights and entitlements under the corresponding Legacy Plans in effect as of the Deemed Separation Date in which such Transferred Employees participated prior to the Deemed Separation Date. The Parties agree that Transferred Employees are not entitled to receive duplicative benefits for the same periods of service from the Legacy Plans and the Viamet Plans. Notwithstanding anything herein to the contrary (but subject to the provisions of Section 5.2(b)), if in the reasonable determination of Viamet (i) requiring any Replacement Plan to replicate each right or entitlement under the corresponding Legacy Plan would (A) result in an unreasonable administrative burden on, or in an unreasonable expense for, the Viamet Group, or (B) conflict with any provision of applicable Law, Viamet may adopt Replacement Plans that provide the eligible Transferred Employees with rights and entitlements that are substantially comparable in the aggregate to those previously in effect under the corresponding Legacy Plan or (ii) assigning the flexible benefit Legacy Plan would be administratively or economically more favorable, as reasonably determined by Viamet, Innocrin shall assign, transfer and convey to VPS-1, and VPS-1 shall assume, the flexible benefit Legacy Plan (a “Flexible Benefit Plan Assignment”) and neither Innocrin nor SpinCo shall be obligated to retain such a Plan after such assignment.
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Right and Entitlements. For the avoidance of doubt, the rights and entitlements of the Transferred Employees under the Legacy Plans shall continue in full force and effect and without modification following the Distribution and the Plan Transfer (unless otherwise required by the existing terms and conditions of the applicable Legacy Plan).
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Right and Entitlements. For the avoidance of doubt, the rights and entitlements of the SpinCo Employees under the Legacy Plans shall continue in full force and effect and without modification following the Distribution (unless otherwise required by the existing terms and conditions of the applicable Legacy Plan).
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Related to Right and Entitlements

  • Security Interests; Further Assurances Promptly upon the reasonable request of the Administrative Agent or any Lender, at its expense, it will execute, acknowledge and deliver, and cause its Restricted Subsidiaries to execute, acknowledge and deliver and thereafter register, file or record, and cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby with no other Liens thereon except for Permitted Encumbrances, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. It will and will cause its Restricted Subsidiaries to deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, it will and will cause its Restricted Subsidiaries to execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lender may require. If the Administrative Agent or the Required Lenders determine that they are required by law to have appraisals prepared in respect of the Real Property of any Restricted Subsidiary constituting or about to become Collateral, it shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

  • Security Interests and Code Filings (a) Evidence satisfactory to Agent that Agent (for the benefit of itself and Lenders) has a valid and perfected first priority security interest in the Collateral, including (i) such documents duly executed by each Credit Party (including financing statements under the Code and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens) as Agent may request in order to perfect its security interests in the Collateral and (ii) copies of Code search reports listing all effective financing statements that name any Credit Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral, except for those relating to the Prior Lender Obligations (all of which shall be terminated on the Closing Date).

  • Authorization; Other Agreements The Guarantied Parties are hereby authorized, without notice to, or demand upon, any Guarantor, which notice and demand requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to do each of the following:

  • Conflict with Other Agreements; Approvals The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a material right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "violation") pursuant to any provision of the Articles of Incorporation or Bylaws or any organizational document of CLCE or, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CLCE which violation would have a material adverse effect on CLCE taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is required by or with respect to CLCE in connection with the execution and delivery of this Agreement by CLCE or the consummation by CLCE of the transactions contemplated hereby.

  • Security Interests Absolute All rights of the Secured Parties and all obligations of the Debtors hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Debentures or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Debentures or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Parties to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Debtor, or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Parties shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. Each Debtor expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by the Secured Parties hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Parties, then, in any such event, each Debtor’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each Debtor waives all right to require the Secured Parties to proceed against any other person or entity or to apply any Collateral which the Secured Parties may hold at any time, or to marshal assets, or to pursue any other remedy. Each Debtor waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

  • Conflicts with Other Agreements In the event of any conflict or inconsistency between the terms of this Agreement and any employment, severance or other agreement between the Company and the Participant, the terms of this Agreement shall govern.

  • Compliance with Other Agreements Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.

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