Common use of Termination of Existing Contracts Clause in Contracts

Termination of Existing Contracts. The Executive agrees that all other agreements and contracts, whether written or oral, relating to the employment of the Executive by the Company shall be terminated effective as of the commencement of the Employment Term. However, nothing in this Section 1.4 shall (i) affect accrued vacation, holiday or sick pay accruals (but only to the extent such accruals were reflected in the Company's financial statements delivered to WORK pursuant to the Acquisition Agreement or in the Disclosure Statement delivered to WORK pursuant to the Acquisition Agreement), (ii) require the Company to cease to make available to the Executive, and, subject to his meeting all applicable eligibility requirements, the Executive shall be entitled to continue to be covered under, all group health, medical and dental insurance policies, plans and programs maintained by the Company for its employees generally, in each case until replacement coverage is provided by the Company, or (iii) impair or adversely affect any indemnification rights that Executive may have under statutes empowering corporations in the Company's state of incorporation to indemnify their officers and directors, or under the Company's bylaws or any written indemnification agreement between the Executive and the Company implementing such statutory indemnification rights, but only with respect to third-party claims or proceedings that relate to actions taken by the Executive as an officer or director of the Company prior to the date hereof and that are disclosed to WORK in the Disclosure Statement delivered to WORK pursuant to the Acquisition Agreement or, if asserted or brought for the first time after the date hereof, would not constitute a breach of the representations or warranties of the Company or its stockholders under the Acquisition Agreement.

Appears in 7 contracts

Samples: Employment Agreement (Work International Corp), Employment Agreement (Work International Corp), Employment Agreement (Work International Corp)

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Termination of Existing Contracts. The Executive agrees that all other agreements and contracts, whether written or oral, relating to the employment of the Executive by the Company Acquired Company, or any of its subsidiaries and affiliates, shall be terminated effective as of the commencement of the Employment Term. However, nothing in this Section 1.4 shall (i) affect accrued vacation, holiday or sick pay accruals (but only to the extent such accruals were reflected in the Acquired Company's financial statements delivered to WORK pursuant to the Acquisition Agreement or in the Disclosure Statement delivered to WORK pursuant to the Acquisition Agreementstatements), or (ii) require the Acquired Company to cease to make available to the Executive, and, subject to his meeting all applicable eligibility requirements, the Executive shall be entitled to continue to be covered under, all group health, medical and dental insurance policies, plans and programs maintained by the Acquired Company for its employees generally, in each case until replacement coverage is provided by the Company, or (iii) impair or adversely affect any indemnification rights that Executive may have under statutes empowering corporations in the Acquired Company's state of incorporation to indemnify their officers and directors, or under the Acquired Company's bylaws or any written indemnification agreement between the Executive and the Acquired Company implementing such statutory indemnification rights, but only with respect to third-third party claims or proceedings that relate to actions taken by the Executive as an officer or director of the Acquired Company prior to the date hereof and that are disclosed to WORK in the Disclosure Statement delivered to WORK pursuant to the Acquisition Agreement or, if asserted or brought for the first time after the date hereof, would not constitute a breach of the representations or warranties of the Acquired Company or its stockholders Stockholders under the Acquisition Agreement.

Appears in 7 contracts

Samples: Employment Agreement (Triad Medical Inc), Employment Agreement (Triad Medical Inc), Employment Agreement (Triad Medical Inc)

Termination of Existing Contracts. The Executive agrees that all other agreements and contracts, whether written or oral, relating to the employment of the Executive by the Company shall be terminated effective as of the commencement of the Employment Term. However, nothing in this Section 1.4 shall (i) affect accrued vacation, holiday or sick pay accruals (but only to the extent such accruals were reflected in the Acquired Company's financial statements delivered to WORK pursuant to the Acquisition Agreement or in the Disclosure Statement delivered to WORK OEI pursuant to the Acquisition Agreement), (ii) require the Acquired Company to cease to make available to the Executive, and, subject to his meeting all applicable eligibility requirements, the Executive shall be entitled to continue to be covered under, all group health, medical and dental insurance policies, plans and programs maintained by the Company for its employees generally, in each case until replacement coverage is provided by the Company, or (iii) impair or adversely affect any indemnification rights that Executive may have under statutes empowering corporations in the Acquired Company's state of incorporation to indemnify their officers and directors, or under the Acquired Company's bylaws or any written indemnification agreement between the Executive and the Acquired Company implementing such statutory indemnification rights, but only with respect to third-party claims or proceedings that relate to actions taken by the Executive as an officer or director of the Acquired Company prior to the date hereof and that are disclosed to WORK OEI in the Disclosure Statement delivered to WORK OEI pursuant to the Acquisition Agreement or, if asserted or brought for the first time after the date hereof, would not constitute a breach of the representations or warranties of the Acquired Company or its stockholders under the Acquisition Agreement.

Appears in 6 contracts

Samples: Employment Agreement (Oei International Inc), Employment Agreement (Oei International Inc), Employment Agreement (Oei International Inc)

Termination of Existing Contracts. The Executive agrees that all other prior agreements and contracts, whether written or oral, relating to the employment of the Executive by the Company (i) Company, or any of its subsidiaries and affiliates or (ii) any of the Acquired Companies, shall be terminated effective as of the commencement of the Employment Term. However, nothing in this Section 1.4 shall (i) affect accrued vacation, holiday or sick pay accruals (but only to the extent such accruals were reflected in the Company's or Acquired Companies financial statements delivered to WORK pursuant to the Acquisition Agreement or in the Disclosure Statement delivered to WORK pursuant to the Acquisition Agreementstatements), or (ii) require the Company to cease to make available to the Executive, and, subject to his meeting all applicable eligibility requirements, the Executive shall be entitled to continue to be covered under, all group health, medical and dental insurance policies, plans and programs maintained by the Company for its employees generally, in each case until replacement coverage is provided by the Company, or (iii) impair or adversely affect any indemnification rights that Executive may have under statutes empowering corporations in the Company's or any Acquired Comany's state of incorporation to indemnify their officers and directors, or under the Company's or any Acquired Company's bylaws or any written indemnification agreement between the Executive and the Company or any Acquired Company implementing such statutory indemnification rights, but only with respect to third-third party claims or proceedings that relate to actions taken by the Executive as an officer or director of the Company or any Acquired Company prior to the date hereof and that are disclosed to WORK in the Disclosure Statement delivered to WORK pursuant to the Acquisition Agreement or, if asserted or brought for the first time after the date hereof, would not constitute a breach of the representations or warranties of the Company or its stockholders Stockholders under the Acquisition Agreement.

Appears in 3 contracts

Samples: Employment Agreement (Triad Medical Inc), Employment Agreement (Triad Medical Inc), Employment Agreement (Triad Medical Inc)

Termination of Existing Contracts. The Executive agrees that all other agreements and contracts, whether written or oral, relating to the employment of the Executive by the Company shall be terminated effective as of the commencement of the Employment Term. However, nothing in this Section 1.4 shall (i) affect accrued vacation, holiday or sick pay accruals (but only to the extent such accruals were reflected in the Company's financial statements delivered to WORK pursuant to the Acquisition Agreement or in the Disclosure Statement delivered to WORK pursuant to the Acquisition AgreementAgreement or in Exhibit "A," hereto), (ii) require the Company to cease to make available to the Executive, and, subject to his her meeting all applicable eligibility requirements, the Executive shall be entitled to continue to be covered under, all group health, medical and dental insurance policies, plans and programs maintained by the Company for its employees generally, in each case until replacement coverage is provided by the Company, or (iii) impair or adversely affect any indemnification rights that Executive may have under statutes empowering corporations in the Company's state of incorporation to indemnify their officers and directors, or under the Company's bylaws or any written indemnification agreement between the Executive and the Company implementing such statutory indemnification rights, but only with respect to third-party claims or proceedings that relate to actions taken by the Executive as an officer or director of the Company prior to the date hereof and that are disclosed to WORK in the Disclosure Statement delivered to WORK pursuant to the Acquisition Agreement or, if asserted or brought for the first time after the date hereof, would not constitute a breach of the representations or warranties of the Company or its stockholders under the Acquisition Agreement.

Appears in 1 contract

Samples: Employment Agreement (Work International Corp)

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Termination of Existing Contracts. The Executive agrees that all other agreements and contracts, whether written or oral, relating to the employment of the Executive by the Company Acquired Company, or any of its subsidiaries and affiliates, shall be terminated effective as of the commencement of the Employment Term. However, nothing in this Section 1.4 shall (i) affect accrued vacation, holiday or sick pay accruals (but only to the extent such accruals were reflected in the Acquired Company's financial statements delivered to WORK pursuant to the Acquisition Agreement or in the Disclosure Statement delivered to WORK pursuant to the Acquisition Agreementstatements), or (ii) require the Acquired Company to cease to make available to the Executive, and, subject to his meeting all applicable eligibility requirements, the Executive shall be entitled to continue to be covered under, all group health, medical and dental insurance policies, plans and programs maintained by the Acquired Company for its employees Executives generally, in each case until replacement coverage is provided by the Company, or (iii) impair or adversely affect any indemnification rights that Executive may have under statutes empowering corporations in the Acquired Company's state of incorporation to indemnify their officers and directors, or under the Acquired Company's bylaws or any written indemnification agreement between the Executive and the Acquired Company implementing such statutory indemnification rights, but only with respect to third-third party claims or proceedings that relate to actions taken by the Executive as an officer or director of the Acquired Company prior to the date hereof and that are disclosed to WORK in the Disclosure Statement delivered to WORK pursuant to the Acquisition Agreement or, if asserted or brought for the first time after the date hereof, would not constitute a breach of the representations or warranties of the Acquired Company or its stockholders Stockholders under the Acquisition Agreement.

Appears in 1 contract

Samples: Employment Agreement (Triad Medical Inc)

Termination of Existing Contracts. The Executive agrees that all other prior agreements and contracts, whether written or oral, relating to the employment of the Executive by the Company (i) Company, or any of its subsidiaries and affiliates or (ii) any of the Acquired Companies, shall be terminated effective as of the commencement of the Employment Term. However, nothing in this Section 1.4 shall (i) affect accrued vacation, holiday or sick pay accruals (but only to the extent such accruals were reflected in the Company's or Acquired Companies financial statements delivered to WORK pursuant to the Acquisition Agreement or in the Disclosure Statement delivered to WORK pursuant to the Acquisition Agreementstatements), or (ii) require the Company to cease to make available to the Executive, and, subject to his meeting all applicable eligibility requirements, the Executive shall be entitled to continue to be covered under, all group health, medical and dental insurance policies, plans and programs maintained by the Company for its employees generally, in each case until replacement coverage is provided by the Company, or (iii) impair or adversely affect any indemnification rights that Executive may have under statutes empowering corporations in the Company's or any Acquired Company's state of incorporation to indemnify their officers and directors, or under the Company's or any Acquired Company's bylaws or any written indemnification agreement between the Executive and the Company or any Acquired Company implementing such statutory indemnification rights, but only with respect to third-third party claims or proceedings that relate to actions taken by the Executive as an officer or director of the Company or any Acquired Company prior to the date hereof and that are disclosed to WORK in the Disclosure Statement delivered to WORK pursuant to the Acquisition Agreement or, if asserted or brought for the first time after the date hereof, would not constitute a breach of the representations or warranties of the Company or its stockholders Stockholders under the Acquisition Agreement.

Appears in 1 contract

Samples: Employment Agreement (Triad Medical Inc)

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