Assumed Arrangements Sample Clauses

Assumed Arrangements. At Closing, Buyer shall assume or honor (i) each of the Acquired Entity Benefit Plans, (ii) each of the Seller Benefit Plans (or portions thereof) and other arrangements or contracts Buyer or any of its Affiliates is required to assume under Applicable Law and (iii) each other Seller Benefit Plan listed on Section 9.09 of the Disclosure Schedule (all such assumed plans and arrangements described in clauses (i) through (iii), the “Assumed Benefit Plans”), and each of the parties hereto shall use their respective reasonable best efforts and cooperate in good faith to make effective the assumption of the Assumed Benefit Plans.
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Assumed Arrangements. Seller shall, or shall cause its Retained Subsidiary to, assign to Buyer or its Affiliate, and Buyer shall assume, pursuant to an assignment, assumption and novation agreement, each of the arrangements or contracts listed on Section 6.08 of the Seller Disclosure Schedule. To the extent necessary for any Company Employee to perform services in connection with such Company’s Employee’s employment with Buyer, a Company or their Affiliates, Seller or its Affiliates (as applicable) shall release each Company Employee from any existing non-competition, non-solicitation or confidentiality obligation with respect to any confidential information of the Business owed to Seller or any of its Affiliates (in each case, solely to the extent such obligation is not assumed by Buyer pursuant to the immediately preceding sentence).
Sample 1
Assumed Arrangements. Buyer shall assume or honor each of the arrangements or contracts with respect to Company Employees listed on ‎Section 6.08 of the Seller Disclosure Schedule.
Sample 1
Assumed Arrangements. At Closing, Buyer and its Affiliates shall assume or honor each Business Benefit Plan maintained or sponsored by an Acquired Entity and each other Business Benefit Plan listed on Section 9.08 of the Disclosure Schedule, (all such assumed plans and arrangements, the “Assumed Benefit Plans”), and each of the parties hereto shall use their respective reasonable best efforts and cooperate in good faith to make effective the assumption of the Assumed Benefit Plans.
Sample 1

Related to Assumed Arrangements

  • Escrow Arrangements Payment for the Securities shall be received by Prime Trust, LLC (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, credit or debit card, or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by StartEngine Secure LLC, (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.

  • Business Arrangements Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has granted rights to develop, manufacture, produce, assemble, distribute, license, market or sell its products to any other person and is not bound by any agreement that affects the exclusive right of the Company or such subsidiary to develop, manufacture, produce, assemble, distribute, license, market or sell its products.

  • Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.

  • Closing Arrangements Subject to the terms and conditions hereof, the transactions contemplated herein shall be closed at the Closing Time at the offices of the Corporation at Xxxxx 000 0000 Xxxxxxxxx Xxxx Xxxxxx, Xxxxxxx, 00000 or at such other place or places as may be mutually agreed upon by the Corporation and the Purchaser.

  • Existing Arrangements From and after the Effective Time, the Surviving Corporation will (and Parent will cause the Surviving Corporation to) honor all of the Employee Plans and compensation and severance arrangements in accordance with their terms as in effect immediately prior to the Effective Time. Notwithstanding the foregoing, nothing will prohibit the Surviving Corporation from in any way amending, modifying or terminating any such Employee Plans or compensation or severance arrangements in accordance with their terms or if otherwise required pursuant to applicable law.

  • Employee Arrangements Schedule 5.16 is a complete and correct list and summary description of all (i) union, collective bargaining, employment, management, termination and consulting agreements to which the Company is a party or otherwise bound, and (ii) compensation plans and arrangements; bonus and incentive plans and arrangements; deferred compensation plans and arrangements; pension and retirement plans and arrangements; profit-sharing and thrift plans and arrangements; stock purchase and stock option plans and arrangements; hospitalization and other life, health or disability insurance or reimbursement programs; holiday, sick leave, severance, vacation, tuition reimbursement, personal loan and product purchase discount policies and arrangements; and other plans or arrangements providing for benefits for employees of the Company. Said Schedule also lists the names and compensation of all employees of the Company whose earnings during the last fiscal year was $50,000 or more (including bonuses and other incentive compensation), and all employees who are expected to receive at least said amount in respect of the present year.

  • Brokerage Arrangements The Purchaser has not entered (directly or indirectly) into any agreement with any Person that would obligate the Seller or any of their Affiliates to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement, or the transactions contemplated hereby.

  • Intercompany Arrangements Prior to the Closing, the Seller shall cause any contract or arrangement that is disclosed (or should have been disclosed) in Section 3.15(a)(x) of the Disclosure Schedule, other than those contracts or arrangements set forth in Section 6.10 of the Disclosure Schedule, to be terminated or otherwise amended to exclude the Companies and the Transferred Subsidiaries as parties thereto.

  • Certain Contracts and Arrangements Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by:

  • Purchase Arrangements Section 1.1 Section 1.2 Section 1.3 Section 1.4 Purchase Facility. Increases. Decreases. . Payment Requirements.

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