Assumed Plans and Agreements Sample Clauses

Assumed Plans and Agreements. In consideration of the assumption by Assignee of all of the rights and obligations of Assignor under the Assumed Plans and Agreements, Assignor agrees to pay (i) all expenses incurred by Assignee in connection with the assumption of the Assumed Plans and Agreements pursuant to this Agreement and (ii) all expenses incurred by Assignee in connection with the filing by Assignee of post-effective amendments to the registration statements on Form S-8 of Assignor to expressly adopt such registration statements as its own, including, without limitation, registration fees imposed by the Securities and Exchange Commission. As of the Effective Time, the Assumed Plans and Agreements shall each be automatically amended without any further action by either party as necessary to provide that references to the Assignor in such agreements shall be read to refer to Assignee from and after the effective time of the merger.
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Assumed Plans and Agreements. The Company and Holdings will take or cause to be taken all actions necessary or desirable in order to implement, confirm and effectuate the assumption by Holdings pursuant to Section 3.1 hereof of the Assumed Plans and Agreements.
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Assumed Plans and Agreements. The Company and Parent will take or cause to be taken all actions necessary or desirable in order to implement, confirm and effectuate the assumption by Parent pursuant to Section 3.1 hereof of the Assumed Plans and Agreements.
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Assumed Plans and Agreements. Benefit Plans Genworth Financial, Inc. 2012 Key Employee Severance Plan Genworth Financial, Inc. Amended and Restated 2005 Change of Control Plan, as amended Genworth Financial, Inc. 2011 Change of Control Plan Genworth Financial, Inc. Retirement and Savings Plan Genworth Financial, Inc. Retirement and Savings Restoration Plan, as amended Genworth Financial, Inc. Retirement and Savings Excess Plan Genworth Financial, Inc. Executive Make-Up Retirement Plan Genworth Financial, Inc. Supplemental Executive Retirement Plan Genworth Financial, Inc. Retained Executive Pension Plan Genworth Financial, Inc. Executive Life Program, as amended Genworth Financial, Inc. Leadership Life Insurance Plan Genworth Financial, Inc. Layoff Payment Plan Genworth Financial, Inc. Umbrella Welfare Benefits Plan Genworth Financial, Inc. Deferred Compensation Plan Amended and Restated Grantor Trust Agreement dated January 1, 2009 Master Trust Agreement between Genworth Financial, Inc. and The Bank of New York (dated as of August 16, 2005) including The Bank of New York Supplement to the Master Trust Agreement (dated as of August 16, 2005) and also including the Ancillary Trust Agreement between The Bank of New York and Genworth Financial, Inc. Equity Incentive Plans 2004 Genworth Financial, Inc. Omnibus Incentive Plan, as amended (“2004 Incentive Plan”) 2012 Genworth Financial, Inc. Omnibus Incentive Plan (“2012 Incentive Plan”) All subplans approved or adopted under the 2004 Incentive Plan and the 2012 Incentive Plan, including, without limitation, the Genworth Financial Canada Stock Savings Plan, U.K. Share Incentive Plan and UK HMRC Approved Company Share Option Plan Genworth Financial Share Participation Scheme (Ireland Plan) All agreements relating to stock options, stock appreciation rights, restricted stock, restricted stock unit, deferred stock unit, performance awards and any other awards granted pursuant to the 2004 Incentive Plan and the 2012 Incentive Plan
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Assumed Plans and Agreements. In consideration of the assumption by Assignee of all of the rights and obligations of Assignor under the Assumed Plans and Agreements, Assignor agrees to pay all expenses incurred by Assignee in connection with the assumption of the Assumed Plans and Agreements pursuant to this Agreement. As of the Effective Time, the Assumed Plans and Agreements shall each be automatically amended without any further action by either party as necessary to provide that references to the Assignor in such agreements shall be read to refer to Assignee from and after the effective time of the merger.
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Related to Assumed Plans and Agreements

  • Other Plans and Agreements Any payment received by the Participant pursuant to this Agreement shall not be taken into account as compensation in the determination of the Participant’s benefits under any pension, savings, life insurance, severance or other benefit plan maintained by Verizon or a Related Company. The Participant acknowledges that this Agreement or any prior RSU agreement shall not entitle the Participant to any other benefits under the Plan or any other plans maintained by the Company or a Related Company.

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Effect on Other Plans and Agreements An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 8 hereof, and except that the Executive shall have no rights to any severance benefits under any Company severance pay plan, offer letter or otherwise. In the event that the Executive is party to an agreement with the Company providing for payments or benefits under such plan or agreement and under this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both. Further, Section 5 and Section 6 of this Agreement are mutually exclusive and in no event shall the Executive be entitled to payments or benefits pursuant to both Section 5 and Section 6 of this Agreement.

  • Material Contracts and Agreements (i) All material contracts of the Company or its subsidiaries have been included in the Company SEC Documents, except for those contracts not required to be filed pursuant to the rules and regulations of the SEC.

  • Budgets and Leasing Plans On or before November 15 of each calendar year, the Manager shall prepare and submit to the Owner for its approval an operating budget (a “Budget”) and a marketing and leasing plan (a “Plan”) on the Properties for the calendar year immediately following such submission. Each Budget and Plan shall be in the form approved by the Owner prior to the date thereof. As often as reasonably necessary during the period covered by any Budget or Plan, the Manager may submit to the Owner for its approval an updated Budget or Plan incorporating such changes as shall be necessary to reflect cost overruns and the like during such period. If the Owner does not disapprove a Budget or Plan within thirty (30) days after receipt thereof by the Owner, such Budget or Plan shall be deemed approved. If the Owner shall disapprove any Budget or Plan, it shall so notify the Manager within said thirty (30) day period and explain the reasons therefor. The Manager will not incur any costs other than those estimated in an approved Budget except for:

  • Similar Liens and Agreements The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of the foregoing and of Section 8.9, the parties hereto agree, subject to the other provisions of this Agreement:

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Benefit Plans and Programs To the extent permitted by applicable law and subject to the terms and eligibility requirements of any such plan or program, Executive will be eligible to participate in all benefit plans and programs, including improvements or modifications of the same, that are maintained by the Company generally for executive employees of the Company, subject to the eligibility requirements and other terms and conditions of those plans and programs. The Company will not, however, by reason of this Section 5(b) be obligated either (1) to institute, maintain, or refrain from changing, amending, or discontinuing any such benefit plan or program, or (2) to provide Executive with all benefits provided to any other person or individual employed by the Company or any of its affiliates.

  • Benefit Plans and Perquisites The Executive shall be entitled throughout the term of this Agreement to participate in any and all officer or employee compensation, bonus, incentive, and benefit plans in effect from time to time, including without limitation plans providing pension, medical, dental, disability, and group life benefits, including the Employer’s 401(k) Plan, and to receive any and all other fringe benefits provided from time to time, provided that the Executive satisfies the eligibility requirements for any such plans or benefits. Without limiting the generality of the foregoing –

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

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