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. Except as otherwise agreed to by the Parties in accordance with the Transition Services Agreement, each SpinCo 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 SpinCo 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 Distribution Date in which such SpinCo Employees participated prior to the Distribution Date. The Parties agree that SpinCo Employees are not entitled to receive duplicative benefits for the same periods of service from the Legacy Plans and the SpinCo 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 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 SpinCo Group, or (B) conflict with any provision of applicable Law, SpinCo may adopt Replacement Plans that provide the eligible SpinCo Employees with rights and entitlements that are substantially comparable in the aggregate to those previously in effect under the corresponding Legacy Plan and (ii) adopting a 401(k) plan would be cost-prohibitive, SpinCo may omit a 401(k) plan from the Replacement Plans.
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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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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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Related to Right and Entitlements

  • Entitlements and Purchasing Requirements You must purchase the appropriate number of Software Subscription(s), based on the number of Socket-pairs for all Managed Nodes being managed by the Red Hat CloudForms Software. A “Socket-pair” is up to two sockets each occupied by a CPU on a Managed Node. Red Hat CloudForms Software is configured to manage virtual machines on certain public clouds (a “Red Hat CloudForms Enabled Cloud”). You must purchase the appropriate number of Red Hat CloudForms for Public Cloud Software Subscriptions based on the number of Managed VMs instantiated on a Red Hat CloudForms Enabled Cloud. Please confirm that a specific public cloud is a Red Hat CloudForms Enabled Cloud prior to purchasing. A Red Hat Enterprise Linux Software Subscription is bundled with the Red Hat CloudForms Software Subscription and the fees for the Red Hat CloudForms Subscription are based on such bundled use. Any use of the Red Hat Enterprise Linux other than to run the Red Hat CloudForms Software is subject to Red Hat’s standard Software Subscription fees for such use.

  • No Relationships with Customers and Suppliers No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, 5% or greater stockholders, customers or suppliers of the Company or any of the Company’s affiliates on the other hand, which is required to be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein and which is not so described.

  • Payment of Checks, Drafts and Orders Subject to Section 9.5, the Assuming Institution agrees to pay all properly drawn checks, drafts and withdrawal orders of depositors of the Failed Bank presented for payment, whether drawn on the check or draft forms provided by the Failed Bank or by the Assuming Institution, to the extent that the Deposit balances to the credit of the respective makers or drawers assumed by the Assuming Institution under this Agreement are sufficient to permit the payment thereof, and in all other respects to discharge, in the usual course of conducting a banking business, the duties and obligations of the Failed Bank with respect to the Deposit balances due and owing to the depositors of the Failed Bank assumed by the Assuming Institution under this Agreement.

  • Agreements and Documents Parent and the Company shall have received the following agreements and documents, each of which shall be in full force and effect: (a) Affiliate Agreements in the form of Exhibit K, executed by the Persons identified on Exhibit L and by any other Person who could reasonably be deemed to be an “affiliate” of the Company for purposes of the Securities Act; (b) the Escrow Agreement in a the form of Exhibit M; (c) the employment offer letters in substantially the form attached hereto as Exhibit N, executed by the individuals identified on Exhibit E; (d) Noncompetition Agreements in the form of Exhibit F, executed by the individuals identified on Exhibit E; (e) a Release in the form of Exhibit O, executed by the Persons identified on Exhibit P; (f) confidential invention and assignment agreements, attached hereto as Exhibit H, executed by all employees of the Company and by all consultants and independent contractors to the Company who have not already signed such agreements, including Xxxxxxx Xxxxx; (g) the statement referred to in Section 5.8(a), executed by the Company; (h) a legal opinion of Sheppard, Mullin, Xxxxxxx & Hampton LLP dated as of the Closing Date, in the form of Exhibit Q, which legal opinion shall be subject to customary qualifications; (i) a certificate executed by the Company and containing the representation and warranty of the Company that each of the conditions set forth in Sections 6.1, 6.2, 6.4 and 6.10 have been duly satisfied (the “Company Closing Certificate”); and (j) a certificate executed by the Secretary of the Company attaching and certifying the Company’s current Certificate of Incorporation, Bylaws and the resolutions of the Company’s board of directors and stockholders approving and adopting this Agreement, the Merger and the other transactions contemplated by this Agreement; (k) the Certificate of Merger, executed by the Company; (l) the Company Acknowledgments of Payment and Release; (m) a long-form certificate of good standing from the Secretary of State of the State of Delaware which is dated within two Business Days prior to Closing with respect to the Company; (n) a Certificate of Status of Foreign Corporation of the Company from the applicable Governmental Authority in each jurisdiction where it is required to be qualified to do business, all of which are dated within five (5) Business Days prior to the Closing; and (o) a spreadsheet (the “Closing Payment Schedule”), duly certified by an officer of the Company setting forth: (i) the Closing Date Stockholder Liability Amount; (ii) the name and address of each of the holders of the Company Capital Stock, Company Warrants and Company Options as of immediately prior to the Effective Time and the number of shares of Company Capital Stock, Company Warrants and Company Options of each class and series held by each such stockholder immediately prior to the Effective Time; (iii) the consideration that each such stockholder is entitled to receive pursuant to Sections 1.5(a), 1.6 and 1.7; and (iv) the amount to be contributed to the Escrow Fund by Parent on behalf of each Escrow Contributor pursuant to Section 1.10. (p) written resignations of all officers and directors of the Company, effective as of the Effective Time.

  • Compliance with Laws and Contracts The Borrower and its Subsidiaries have complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof, having jurisdiction over the conduct of their respective businesses or the ownership of their respective properties, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Neither the execution and delivery by the Borrower of the Loan Documents, the application of the proceeds of the Loans, or any other transaction contemplated in the Loan Documents, nor compliance with the provisions of the Loan Documents will, or at the relevant time did, (a) violate any law, rule, regulation (including Regulation U), order, writ, judgment, injunction, decree or award binding on the Borrower or any Subsidiary or the Borrower's or any Subsidiary's charter, articles or certificate of incorporation or by-laws, (b) violate the provisions of or require the approval or consent of any party to any indenture, instrument or agreement to which the Borrower or any Subsidiary is a party or is subject, or by which it, or its property, is bound, or conflict with or constitute a default thereunder, or result in the creation or imposition of any Lien (other than Liens permitted by the Loan Documents) in, of or on the property of the Borrower or any Subsidiary pursuant to the terms of any such indenture, instrument or agreement, or (c) require any consent of the stockholders of any Person, except for any violation of, or failure to obtain an approval or consent required under, any such indenture, instrument or agreement that could not reasonably be expected to have a Material Adverse Effect.

  • Legal Agreements This Agreement constitutes and, upon due execution by the Borrower, the other Loan Documents will constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

  • Agreements with Employees and Subcontractors Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee’s compliance with Grantee’s obligations under this Article VI, Intellectual Property.

  • Further Agreements of the Company The Company covenants and agrees with each Underwriter that:

  • SPECIAL AGREEMENTS The following special arrangements have been made: City, Date City, Date Seller's signature Buyer's signature

  • Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:

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