Plans of the Company Sample Clauses

Plans of the Company. Section 2.14(a) of the Company Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other employment contracts or employment agreements, with respect to which the Company or any Company Subsidiary has any obligation (collectively, the "Company Plans"). The Company has furnished or made available to the Acquiror a complete and accurate copy of each Company Plan (or a description of the Company Plan, if the Company Plan is not in writing) and a complete and accurate copy of each material document prepared in connection with each such Company Plan, including, without limitation, and where applicable, a copy of (i) each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications as currently in effect, (iii) the three (3) most recently filed IRS Forms 5500, Forms PBGC-1 and related schedules, and (iv) the most recently issued IRS determination letter for each such Company Plan.
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Plans of the Company. Section 2.14(b) Absence of Certain Types of Plans. Section 2.14(c) Compliance with Applicable Law. Section 2.14(d)
Sample 1
Plans of the Company. Section 2.14(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all material employment, termination, severance or other employment contracts or employment agreements, with respect to which the Company or any Company Subsidiary has any obligation (collectively, the "Company Plans"). The Company has furnished or made available to the Acquiror a complete and accurate copy of each Company Plan (or a description of the Company Plans, if the Company Plans are not in writing) and a complete and accurate copy where applicable, of (i) each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Forms 5500 and related schedules, and (iv) the most recently issued IRS determination letter for each such Plan. With respect to the Company's existing supplemental executive retirement plans, captioned the "Supplemental Compensation Agreement By and Among West Allis Savings Bank, Hallmark Capital Corporation and Jamex X. Xxxxxxxxx" xxd "Supplemental Compensation Agreement By and Among West Allis Savings Bank, Hallmark Capital Corporation and Petex X. Xxxxxxx" (xhe "SERPs"): (a) The Company has provided to the Acquiror true, correct and complete copies of all agreements, instruments and documents pursuant to which the SERPs are constituted or under which the Company has any liability or obligations relating to the SERPs, and of the most recently available copies of those materials provided by the insurers or their agents which relate to any insurance policy or program or other funding vehicle designed to provide a source of funds from which to pay the benefits due under the SERPs (the "Insurance"), and to the extent not readily available from the Company's records, the Company will use its best efforts to acquire such policies and information from applicable insurance companies and their agents prior to Closing; (b) the total premiums remaining to be paid from and after the date of this Agreement under the Insurance (a) are not greater than three payments of $527,000 each, due on July 1, 2001, July 1, 2002, and the last of such premiums due o...
Sample 1

Related to Plans of the Company

  • Operations of the Company Except as set forth on Schedule 3.26, since the Balance Sheet Date the Company has not:

  • Interim Operations of the Company (a) The Company agrees that, during the period from the date of this Agreement, through the earlier of the Acceptance Time or the date of termination of this Agreement pursuant to Section 7, except (i) to the extent Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as set forth in Part 5.1 of the Company Disclosure Schedule, (iii) as expressly contemplated or permitted by this Agreement, or (iv) as may be required to comply with any Legal Requirement applicable to the Company and its Subsidiaries or any Contract existing as of the date of this Agreement which has been disclosed to Parent or entered into not in violation of this Agreement, each of the Company and its Subsidiaries shall (i) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, including by paying its debts and Taxes in the ordinary course of business, in each case subject to good faith disputes over such debts or Taxes, and (ii) use commercially reasonable efforts, consistent with past practices and policies, to (A) preserve intact its present business organization, (B) keep available the services of its present officers and employees, (C) preserve its assets and technology and (D) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings and neither the Company nor any of its Subsidiaries shall:

  • Agreements of the Company The Company agrees with you:

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Powers of the Company The Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 2.6, including, but not limited to, the power and authority to:

  • Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

  • Of the Company To induce the Advisor to enter into this Agreement, the Company hereby represents and warrants that:

  • Instructions of the Company The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be adequately indemnified as provided herein. Nothing in this Section 8.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction.

  • Successors of the Company The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession transaction shall be a breach of this Agreement and shall entitle the Executive to terminate his or her employment with the Company within three (3) months thereafter and to receive the benefits provided under Section 3 of this Agreement in the event of a Termination Upon Change of Control; provided, however, that (i) such termination of employment must be a Separation from Service and (ii) the Executive must deliver a Release of Claims as provided in Section 14. As used in this Agreement, “Company” shall mean the Company as defined above and any successor or assign to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 15 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

  • Obligations of the Corporation The Corporation shall have the following obligations under this Agreement: