Compensation Agreements Sample Clauses

Compensation Agreements. Following the Effective Time, Kimco shall honor in accordance with their existing terms all written employment, change in control, and other compensation agreements, policies and arrangements disclosed in Section 5.16(a) of the MART Disclosure Letter. As of the Effective Time, MART shall pay (i) the benefits owed to the participants under MART's Cash Bonus Plan, and (ii) the termination amounts owed to each of F. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ pursuant to their respective employment agreements with MART in the event each resigns from his employment or such employment is terminated at the Effective Time. Kimco agrees to honor any existing obligation to pay terminated MART employees for properly accrued vacation in accordance with MART policy in connection with their termination. In the event any employees of MART entitled to participate in MART's Development/Redevelopment Bonus Plan, as described in Section 5.16(a) to the MART Disclosure Letter, are terminated by Kimco prior to the completion of a development or redevelopment project, Kimco agrees to pay any such employees the bonus such employees would have been entitled to under the Development/Redevelopment Bonus Plan described in Section 5.16(a) to the MART Disclosure Letter as if such project had been completed as of the employment termination date.

Compensation Agreements. Prior to entering into or modifying any compensation agreements for key officers or directors of either Guarantor or any their respective Subsidiaries, each Guarantor shall provide the terms thereof to the Agent, and such terms must be satisfactory to the Agent, acting reasonably.

Compensation Agreements. 15 Section 2.27 Director and Officer Indemnification............. 15 Section 2.28 Documents and Written Materials.................. 15 Section 2.29 Effectiveness of Representations and Warranties............................................... 15

Compensation Agreements. Except as set forth in Section 4.11 of the Company Letter, neither the Company nor any of its Subsidiaries is a party to any oral or written agreement or plan, including any employment agreement, severance agreement, stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan (collectively, the "Compensation Agreements"), pension plan (as defined in Section 3(2) of ERISA) or welfare plan (as defined in Section 3(1) of ERISA), any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in Section 4.11 of the Company Letter, no holder of any option to purchase Shares, or Shares granted in connection with the performance of services for the Company or its Subsidiaries, is or will be entitled to receive cash from the Company or any Subsidiary in lieu of or in exchange for such option or shares as a result of the transactions contemplated by this Agreement. Section 4.11 of the Company Letter sets forth (i) for each officer, director or employee who is a party to, or will receive benefits under, any Compensation Agreement as a result of the transactions contemplated herein, the total amount that each such person may receive, or is eligible to receive, assuming that the transactions contemplated by this Agreement are consummated on the date hereof, and (ii) the total amount of indebtedness owed to the Company or its Subsidiaries from each officer, director or employee of the Company and its Subsidiaries.

Compensation Agreements. The Disclosure Schedule lists all written employment, commission, bonus or other compensation and consulting agreements to which Baytron is a party. Except as set forth on the Disclosure Schedule, Baytron is not a party to any written or oral employment, commission, bonus or other compensation or consulting agreement which Baytron may not terminate without any payment or penalty, at will, with or without cause, except to the extent that employment at will may be limited by Applicable Law.

Compensation Agreements. The Disclosure Schedule lists all written employment, commission, bonus or other compensation and consulting agreements to which either Nautilus or Superior Bearing is a party. Except as set forth on the Disclosure Schedule, neither Nautilus nor Bearing is a party to any written or oral employment, commission, bonus or other compensation or consulting agreement which Nautilus or Superior Bearing may not terminate without any payment or penalty, at will, with or without cause, except to the extent that employment at will may be limited by Applicable Law.

Compensation Agreements there is not in existence any current compensation, access or heritage agreement with the owner or occupier of any land which is subject to the Mining Claims, other than the Third Party Agreements;

Compensation Agreements. Except as set forth in Section 4.11 of the Company Letter, no Company Plan and no Compensation Agreement (as defined in Section 9.3) provides that any benefit will be increased, or the vesting or payment of any benefit will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or that the value of any benefit will be calculated on the basis of any of the transactions contemplated by this Agreement. Section 4.11 of the Company Letter sets forth (i) for each person who will receive benefits under any Company Plan or Compensation Agreement as a result of the transactions contemplated by this Agreement, the total amount that such person may receive, or is eligible to receive, assuming that the transactions contemplated by this Agreement were consummated on the date hereof, and (ii) the total amount of indebtedness owed to the Company from each officer, director, or employee or consultant of the Company.

Compensation Agreements. Except as set forth in Schedule 4.9(h), none of the ▇▇▇▇▇ Companies has entered into any compensatory agreements with respect to the performance of services such that payment thereunder could result in a material nondeductible expense pursuant to Section 280G of the Code or an excise tax pursuant to Section 4999 of the Code.