Grants and Benefits Sample Clauses

Grants and Benefits. Schedule 3.29 provides a list of all material pending and outstanding grants, incentives, Tax benefits, subsidies and other similar benefits or incentives, and all applications therefor (collectively, “Grants”), provided by a Governmental Authority to or for the benefit of the Company or any of its Subsidiaries or applicable to or affecting any of their respective businesses, properties, rights or assets. The Company provided to Buyer, prior to the date hereof, true and correct copies of all documents evidencing Grants submitted by the Company or any of its Subsidiaries, and all letters of approval and supplements thereto, granted to the Company or any of its Subsidiaries. Schedule 3.29 sets forth a summary of the Company’s estimated savings and benefits under the Grants for the time periods and types of savings and benefits specified therein. Except as set forth on Schedule 3.29, the Company or its Subsidiary, as appropriate, is in compliance, in all material respects, with the terms and conditions of their respective Grants and has duly fulfilled, in all material respects, all the undertakings relating thereto. No submissions made to any Governmental Authority in connection with obtaining any Grant contained any misstatement or omission that would have affected the granting of such Grant. As of the date hereof, the Company has not been informed in writing by a Governmental Authority that they have any intent to revoke or materially modify any of the Grants. To the Company’s knowledge, the consummation of the transactions contemplated by this Agreement in and of itself will not have any adverse effect on the continued validity and effectiveness of any such Grants. Each Subsidiary has, in accordance with applicable Law, duly registered with the relevant Governmental Authority and obtained and maintained the validity of all national and local tax registration certificates. To the Company’s knowledge, the Company has not taken or omitted to take any action that can reasonably be expected to form the basis of any Governmental Authorities rejecting the renewal or extension of the Grants with respect to the High-Technology Enterprise status as the current three-year term of such status is due to expire.
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Grants and Benefits. There are no material pending and outstanding grants, incentives and subsidies, and applications therefore, in each case with a value of more than $20,000.00, from any Governmental Authority, or from any foreign Governmental Authority, granted to the Company or the Subsidiaries.
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Grants and Benefits. Schedule 2.27 of the Company Disclosure Schedule provides a complete list as of the date hereof of all pending and outstanding grants, incentives and subsidies, and applications therefor (collectively, “Grants”) from the government of the State of Israel or any agency thereof, or from any foreign governmental or administrative agency, granted to the Company or any of its Subsidiaries, including, without limitation, (i) Approved Enterprise Status from the Investment Centre and (ii) grants from the Office of the Chief Scientist (the “OCS”). The Company provided to Buyer, prior to the date hereof, true and correct copies of all documents evidencing Grants submitted by the Company or any of its Subsidiaries and all letters of approval, and supplements thereto, granted to the Company or any of its Subsidiaries. Schedule 2.27 of the Company Disclosure Schedule includes the aggregate amounts of each Grant, and the aggregate outstanding obligations thereunder of the Company or any of its Subsidiaries with respect to royalties, or the outstanding amounts to be paid by the OCS to the Company or any Subsidiary. Except as set forth on Schedule 2.27 of the Company Disclosure Schedule, the Company or such Subsidiary, as appropriate, is in compliance, in all material respects, with the terms and conditions of their respective Grants and has duly fulfilled, in all material respects, all the undertakings relating thereto. The Company is not aware of any event or other set of circumstances which might lead to the revocation or material modification of any of the Grants.
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Grants and Benefits. (a) Schedule 4.25 provides a complete list of all pending and outstanding grants, incentives and subsidies, and applications therefor (collectively, “Grants”) from the government of the State of Israel or any agency thereof, or from any foreign governmental or administrative agency, (i) granted to the Company or (ii) based solely on the representations of Imarad included in the Imarad Purchase Agreement, granted to any other entity from which the Company has purchased the Purchased Assets (a “Predecessor Entity”) and the obligations in respect of which the Company expressly assumed or assumed by operation of law that the Company or Parent is aware of, including, Approved Enterprise Status from the Investment Center and Benefited Plants from the Israeli Tax Authority and the Office of the Chief Scientist. Neither Parent nor the Company has received any funding from the Office of the Chief Scientist that in any way restricts the Company’s ability to transfer, license, use or exploit any of the Purchased Assets or Parent’s ability to perform under Section 3.4(b).
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Grants and Benefits. Schedule 3.12 provides a complete list of all pending and outstanding grants, incentives and subsidies, and applications therefore (collectively, “Grants”) from the government of the State of Israel or any agency thereof, or from any foreign governmental or administrative agency, granted to the Company or the Subsidiary, including, without limitation, (i) Approved Enterprise Status from the Investment Centre, (ii) grants from the Office of the Chief Scientist (the “OCS”) and (iii) grants from the BIRD Foundation. The Purchaser has received true and accurate copies of all documents evidencing Grants submitted by the Company or the Subsidiary and of all letters of approval, and supplements thereto, granted to the Company or the Subsidiary. Schedule 3.12 includes the aggregate amounts of each Grant, and the aggregate outstanding obligations thereunder of the Company or the Subsidiary with respect to royalties, or the outstanding amounts to be paid by the OCS to the Company or the Subsidiary. The Company or the Subsidiary, as appropriate, is in compliance, in all material respects, with the terms and conditions of their respective Grants and has duly fulfilled, in all material respects, all the undertakings relating thereto. The Seller is not aware of any event or other set of circumstances which might lead to the revocation or material modification of any of the Grants. To the best knowledge of the Company, there are no outstanding liabilities on the part of the Company of the Subsidiary to make any royalty or other payment with respect to the Grants.
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Grants and Benefits 
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Related to Grants and Benefits

  • Payments and Benefits Subject to the terms and conditions of this Agreement, if the Executive’s employment is terminated during the Term of this Agreement and before a Change in Control (A) by the Company for a reason other than for Cause or (B) by the Executive for Good Reason, the Executive shall be entitled to:

  • Rights and Benefits In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if the Indemnitee is not a director or officer but is a key employee.

  • Employees and Benefits (a) As of the Closing, Seller shall terminate the employment of all of its Employees identified on Schedule 5.5(a) of the Disclosure Schedule (the “Subject Employees”). Schedule 5.5(a) of the Disclosure Schedule hereto may be amended from time to time prior to the Closing to (i) delete any individuals who are no longer employed by Seller or (ii) upon the mutual written agreement of Purchaser and Seller, add or remove any other individuals. Purchaser, in cooperation with Seller, shall, at least two Business Days prior to the Closing Date and effective as of the Closing Date, extend a written offer of employment to those employees selected by Purchaser, in its sole and absolute discretion (the “Selected Employees”), at a level and with responsibilities that are substantially commensurate with their employment with Seller and at a wage or salary and other compensation not less than the respective wages or salaries and other compensation specified for such Selected Employees on Schedule 3.11 of the Disclosure Schedule. Those Selected Employees who accept offers of employment with Purchaser and who become employees of Purchaser as of the Closing Date are referred to as “Transferred Employees.” Purchaser agrees that in the event that it determines that it may not offer employment to sufficient numbers of employees to avoid the notice and other requirements of the WARN Act, Purchaser will give Seller immediate notice thereof which will be sufficiently in advance of the Closing of the purchase of the Business that Seller will be able to comply with the notice requirements of the WARN Act and Purchaser will indemnify, defend and hold Seller harmless from any liability or obligations under the WARN Act if Purchaser should fail to do so or if Seller otherwise incurs liability under the WARN Act as a result of Purchaser’s actions in connection with this transaction.

  • Severance Payments and Benefits For purposes of this Agreement, the term "Severance Payments and Benefits" shall mean:

  • Payment and Benefits In consideration of the promises made in this Release, Employer has agreed to pay Executive the benefits as provided in that certain employment agreement made and entered into as of _________________________, by and between the Parties (the “Employment Agreement”). Executive understands and acknowledges that the benefits described in this Section 2 constitute benefits in excess of those to which Executive would be entitled without entering into this Release. Executive acknowledges that such benefits are being provided by Employer as consideration for Executive entering into this Release, including the release of claims and waiver of rights provided in Section 3 of this Release.

  • Compensation and Benefits As compensation for all services performed by the Executive under and during the term hereof and subject to performance of the Executive’s duties and of the obligations of the Executive to the Company and its Affiliates, pursuant to this Agreement or otherwise:

  • Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for

  • Accrued Compensation and Benefits Notwithstanding anything to the contrary in Section 2 and 3 above, in connection with any termination of employment upon or following a Change in Control (whether or not a Qualifying Termination or CIC Qualifying Termination), the Company or its subsidiary shall pay Executive’s earned but unpaid base salary and other vested but unpaid cash entitlements for the period through and including the termination of employment, including unused earned vacation pay and unreimbursed documented business expenses incurred by Executive prior to the date of termination (collectively “Accrued Compensation and Expenses”), as required by law and the applicable Company or its subsidiary, as applicable, plan or policy. In addition, Executive shall be entitled to any other vested benefits earned by Executive for the period through and including the termination date of Executive’s employment under any other employee benefit plans and arrangements maintained by the Company or its subsidiary, as applicable, in accordance with the terms of such plans and arrangements, except as modified herein (collectively “Accrued Benefits”). Any Accrued Compensation and Expenses to which the Executive is entitled shall be paid to the Executive in cash as soon as administratively practicable after the termination, and, in any event, no later than two and one-half (2-1/2) months after the end of the taxable year of the Executive in which the termination occurs or at such earlier time as may be required by applicable law or Section 10 below, and to such lesser extent as may be mandated by Section 9 below. Any Accrued Benefits to which the Executive is entitled shall be paid to the Executive as provided in the relevant plans and arrangements.

  • Salaries and Benefits (i) Seller shall be responsible for (A) the payment of all wages and other remuneration due to Active Employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata bonus payments and all vacation pay earned prior to the Closing Date; and (B) the payment of any termination or severance payments and the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA.

  • Additional Payments and Benefits The Executive shall also be entitled to:

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