Canadian Employees. (i) Each Canadian Loan Party will cause to be delivered to the Agent, promptly upon the Agent’s written request, a copy of each Canadian Pension Plan and Canadian Employee Plan and, if applicable, related trust agreements or other funding instruments and all amendments thereto.
Canadian Employees. (i) Except as set forth on Schedule 5.9(b) (as updated from time to time) and as of the date hereof, no Canadian Loan Party maintains or contributes to any plan other than statutory plans required by applicable law.
Canadian Employees. Notwithstanding the other provisions of this Section 13.2 (including, for greater certainty, Section 13.2(d)(i)), respecting the conversion or adjustment of each MRO Unvested Option into a Remaining MRO Unvested Option or an MPC Unvested Option, as applicable, if MRO Unvested Options are held by a Person who, for the purposes of the Income Tax Act (Canada) (the “ITA”), is a resident of Canada or who was granted such MRO Unvested Options in respect of, in the course of, or by virtue of employment in Canada, the conversion or adjustment of that Person’s MRO Unvested Options shall be effected with such modifications as may be required such that: (A) any action under Section 13.2(b) which is called for at or as of the Effective Time shall be taken or completed at the time that is immediately before the time that is immediately before the Effective Time (in this Section 13.2(d)(ii), the applicable time for the actions under Section 13.2 is the “Adjustment Time”), (B) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Unvested Options is nil or positive, the Post-Distribution Spread of such Person's Remaining MRO Unvested Options or MPC Unvested Options, as applicable, shall be equal to or less than such Canadian Pre-Distribution Spread, and (C) if the Canadian Pre-Distribution Spread respecting such Person’s MRO Unvested Options is negative, the Post-Distribution Spread of such Person's Remaining MRO Unvested Options or MPC Unvested Options, as applicable, shall be less than nil. Notwithstanding anything herein contained, it is the intention that subsection 7(1.4) of the ITA shall apply to the adjustments and conversions contemplated in this Section 13.2(d)(ii). Accordingly, if at any time hereafter, for the purposes of the ITA (or any corresponding provincial income tax legislation) and determining the income tax consequences, if any, of the actions taken pursuant to this Section 13.2(d)(ii), it is finally determined, whether by a tribunal or a court of competent jurisdiction, or otherwise that (A) the total value of the shares of common stock which may be acquired pursuant to a Person's Remaining MRO Unvested Options or MPC Unvested Options, as applicable, less the aggregate exercise price payable under such options, as determined immediately after the Adjustment Time, exceeds (B) the total value of the shares of common stock that could be acquired under that Person's MRO Unvested Options, less the aggregate amount payable under such options...
Canadian Employees. Buyer hereby agrees that, upon the Closing or promptly thereafter, it will offer employment to the three employees of MJ Instrument Sales Co., a Nova Scotia entity, at salaries (including, without limitation, commissions and benefits) reasonably equivalent to existing amounts. Buyer hereby covenants and agrees to assume and pay amounts owing to MJ Instruments Sales Co. as of the Closing Date under the Organization and Support Services Agreement dated as of January 1, 2003 between MJ Research and MJ Instrument Sales Co., as amended, and the Non-Exclusive Agency Agreement dated as of January 1, 2004 between MJ Research and MJ Instrument Sales Co., as amended (including, without limitation, amounts that will be payable as commissions to MJ Instrument Sales Co. and its employees for sales incurred prior to Closing); it being understood that such covenant and agreement shall not have any effect on any other valid obligation of any Subject Company to MJ Instrument Sales Co.
Canadian Employees. The following is a complete list of agreements between the Company and its Canadian employees with respect to any benefits or termination: Employment agreement with Exxx Xxxxx dated January 12, 2012 Employment agreement with Axxxx Xxxxxxxxx dated January 12, 2012 Employment agreement with Axx Xxxxxxxxx dated March 1, 2011 Employment agreement with Axxxxx Patient dated January 1, 2012 Incentive Stock Option Plan dated January 6, 2012 Schedule 5.10 – Authorizations, Permits, Licenses and Approvals The Company possesses all necessary authorizations, approvals and permits necessary to conduct business as presently conducted with the exception of the following: Medicine License for Merus Labs Luxco S.a r.x, Wholesale license for Merus Labs Netherland B.V.
Canadian Employees. Neenah Paper shall be solely responsible, and shall indemnify Kxxxxxxx-Xxxxx, or its subsidiaries or affiliates, for all claims for workers’ compensation reported by a Canadian Business Employee before, on or after the Distribution Date. Any experience refunds which relate to such claims shall be paid to Neenah Paper, or if received by Kxxxxxxx-Xxxxx or its subsidiaries or affiliates, paid by Kxxxxxxx-Xxxxx or its subsidiaries or affiliates to Neenah Paper. Neenah Paper shall be solely responsible for, and shall indemnify Kxxxxxxx-Xxxxx, or its subsidiaries or affiliates, for any experience surcharges which relate to such claims.
Canadian Employees. Effective as of the Distribution Date, Neenah Paper shall establish supplemental employee retirement plans or other pension plans which are not registered that are substantially similar to the Kxxxxxxx-Xxxxx supplemental employee retirement plans in which Canadian Business Employees participate, including but not limited to any monthly retirement income arrangements payable pursuant to the settlement of union grievances and any special retirement packages applicable to Canadian Business Employees employed at the Terrace Bay or Longlac facilities of the Neenah Business. Neenah Paper shall assume and be solely responsible for any liabilities arising from or in connection with all such Canadian Business Employees under such plans.
Canadian Employees. Canadian Buyer shall provide or establish benefit plans and group RRSP plans for the Transferred Employees employed by Agilysys Canada that provide, when taken as a whole, the same or no less favorable benefits as those generally provided by Buyers to its similarly situated employees as of the Closing Date.
Canadian Employees. The following is a complete list of agreements between the Company and its Canadian employees with respect to any benefits or termination: · Employment agreement with Xxxx Xxxxx dated January 12, 2012 · Employment agreement with Xxxxx Xxxxxxxxx dated January 12, 2012 · Employment agreement with Xxx Xxxxxxxxx dated March 1, 2011 · Employment agreement with Xxxxxx Patient dated January 1, 2012 · Incentive Stock Option Plan dated January 6, 2012 Schedule 5.10 – Authorizations, Permits, Licenses and Approvals The Company possesses all necessary authorizations, approvals and permits necessary to conduct business as presently conducted with the exception of the following: · Medicine License for Merus Labs Luxco S.a x.x, · Wholesale license for Merus Labs Netherland B.V. All corporate tax amounts and returns are in compliance with the exception of the following: Unfiled returns · Canadian corporate tax return for Envoy Capital Group Inc. for the fiscal year ended September 30, 2011 · Canadian corporate tax return for Envoy Capital Group Inc. for the stub period ended December 18, 2011 (prior to Amalgamation) · US Federal tax return for ECG Holdings Inc. for the fiscal year ended September 30, 2011 No amounts are expected to be owed with respect to these returns. Unremitted amounts · Quebec employee deductions for the period January 1 – June 30, 2012 The amount withheld but not yet remitted is approximately $22,000, due to the requirement to establish a separate account for Merus Labs International Inc., whereas previously only Merus Labs Inc. was registered in the province. This is expected to be completed and payment remitted within 30 days. Schedule 5.14 – Environmental Matters None. Schedule 5.15 – Insurance The Company maintains the following insurance policies and coverage, for the company and its subsidiaries: · Directors and Officers Liability insurance - $10M coverage ($8M direct, $2M Side A coverage) via Liberty and Axis Insurance (shared coverage), $150,000 deductible · Product and General Liability insurance – Elliot Special Risks – as follows:
Canadian Employees. (a) Schedule 5.38 lists the names, ages and titles of all Canadian Employees, their respective hire dates, the hourly rate and rate of annual remuneration of each such Canadian Employee as at the date hereof and for nonunion employees only the dates and amounts of the most recent salary increases. Subject to applicable statutory rights, and except for collective bargaining agreements, Heist Canada is not party to any written or oral contracts of employment with any of its employees which are not terminable on the giving of reasonable notice and/or severance pay and no inducements to accept employment with Heist Canada were offered to any of its employees which have the effect of increasing the period of notice of termination to which any such employee is entitled. Except as set forth in Schedule 5.38, Heist Canada has no obligations to make any wage, salary or other payments of any kind to any former employees of Heist Canada.
