Retention of Senior Management Sample Clauses

Retention of Senior Management. Buyer agrees that it shall not, prior to the Earnout Closing Date, dismiss any of the Key Management Employees without Cause and that any such dismissal without Cause will accelerate the Earnout Closing as set forth in Section 2.4 hereof.
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Retention of Senior Management. Buyer agrees that it shall not, prior to the Earnout Closing Date, dismiss Protected Management without Cause and that any such dismissal will trigger the procedures set forth in Section 2.6 hereof.
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Retention of Senior Management. The Steering Committee Lenders support the retention of the following executives (“Management”): (i) Xxxx Xxxxxxx, President and Chief Executive Officer; (ii) Xxxxxxx X. Speed, Executive Vice President and Chief Financial Officer; (iii) Louis Koskovolis, Executive Vice President, Corporate Alliances-Sponsorship; (iv) Xxxx Xxxxxxx, Executive Vice President, Park Strategy and Management; (v) Xxxxxx X. Xxxxxxxxx, Executive Vice President, Strategic Development and In-Park Services; (vi) Xxxxxxx Xxxxxxxx, Executive Vice President, Entertainment and Marketing and (vii) Xxxxx Xxxxxxxx, General Counsel. All existing executive employment agreements for Management will be assumed in accordance with their terms; provided that any provisions in such employment agreements providing for Old Interests in SFI shall not be assumed and shall be treated under Section 4(d)(iv) above; provided further that the provisions regarding a change of control in Xx. Xxxxxxx’x employment agreement shall be clarified so as to (i) exclude from the definition of “Change in Control”: (a) the Chapter 11 cases and the occurrence of the Effective Date and (b) the replacement of any current directors with directors appointed by the Steering Committee Lenders, (ii) modify the definition of “Significant Change in Board Composition” so that it is triggered only by the failure of more than one of Xxxx Xxxxxxx, Xxxxxx X. Xxxxxx, Xxxx Xxxxxxxx and Xxxxxx Xxxxx, or their respective successors, to be a “Continuing Director” and (iii) exclude the Lenders from the definition of “person” to the extent that the Lenders, as a collective, could be deemed to be acting as a “group” for the purposes of the Securities Exchange Act of 1934; provided further that cash severance for Xx. Xxxxxxx shall be limited to three years base salary plus bonus.
Sample 1
Retention of Senior Management. Borrower shall at all times cause the Retention Agreements to be in full force and effect with respect to Byxxx X. Xxxx, Joxxxx X. Xxxxx xnd Frxxxxx X. Xxxx (or any replacement to any of the foregoing individuals so long as such replacements are reasonably acceptable to the Requisite Restructuring Lenders and are subject to a retention agreement acceptable to the Requisite Restructuring Lenders). Each of the Restructuring Lenders acknowledges that it has reviewed the Retention Agreement and agrees to the terms and conditions thereof. Each Restructuring Lender authorizes the Collateral Agent to acknowledge and agree to the terms of the Retention Agreement on its behalf and in so doing each Restructuring Lender agrees that the signature of the Collateral Agent on its behalf shall be as if such Restructuring Lender were an original signatory thereto.
Sample 1

Related to Retention of Senior Management

  • Retention of Services The Company hereby retains the services of Employee, and Employee agrees to furnish such services, upon the terms and conditions hereinafter set forth.

  • Senior Management If a Dispute occurs that the senior representatives of the Parties responsible for the transaction contemplated by this Agreement have been unable to settle or agree upon within a period of fifteen (15) days after such Dispute arose, Sellers shall nominate and commit one of its senior officers, and Buyer shall nominate and commit one of its senior officers, to meet at a mutually agreed time and place not later than thirty (30) days after the Dispute has arisen to attempt to resolve same. If such senior management have been unable to resolve such Dispute within a period of fifteen (15) days after such meeting, or if such meeting has not occurred within forty-five (45) days following such Dispute arising, then either Party shall have the right, by written notice to the other, to resolve the Dispute through the relevant Independent Expert pursuant to Section 16.03.

  • Compensation of Employees Compensate its employees for services rendered at an hourly rate at least equal to the minimum hourly rate prescribed by any applicable federal or state law or regulation.

  • Responsibility of Dual Directors, Officers and/or Employees If any person who is a manager, partner, officer or employee of the Adviser or the Administrator is or becomes a director, officer and/or employee of the Company and acts as such in any business of the Company, then such manager, partner, officer and/or employee of the Adviser or the Administrator shall be deemed to be acting in such capacity solely for the Company, and not as a manager, partner, officer or employee of the Adviser or the Administrator or under the control or direction of the Adviser or the Administrator, even if paid by the Adviser or the Administrator.

  • RETENTION OF ULTIMUS The Trust hereby retains Ultimus to act as the fund accountant of the Trust and to furnish the Trust with the services as set forth below. Ultimus hereby accepts such employment to perform such duties.

  • Consideration by Senior Executives If a Dispute is not resolved in the normal course of business at the operational level, the parties shall attempt in good faith to resolve such Dispute by negotiation between executives who hold, at a minimum, the office of President and CEO of the respective business entities involved in such Dispute. Either party may initiate the executive negotiation process by providing a written notice to the other (the “Initial Notice”). Fifteen (15) days after delivery of the Initial Notice, the receiving party shall submit to the other a written response (the “Response”). The Initial Notice and the Response shall include (i) a statement of the Dispute and of each party’s position, and (ii) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Such executives will meet in person or by telephone within thirty (30) days of the date of the Initial Notice to seek a resolution of the Dispute.

  • Termination of Employees At closing the Vendor will terminate the employment of all employees to whom the Purchaser has made an offer of employment under section 8.1 and will indemnify and save harmless the Purchaser from and against all claims by any employee of the Vendor for wages, salaries, bonuses, pension or other benefits, severance pay, notice or pay in lieu of notice and holiday pay in respect of any period before closing.

  • Compensation of Employee Employer shall pay Employee, and Employee shall accept from Employer, in full payment for Employee's services hereunder, compensation as follows:

  • COMPENSATION OF ULTIMUS The Trust, on behalf of each Fund, shall pay for the services to be provided by Ultimus under this Agreement in accordance with, and in the manner set forth in, Schedule B attached hereto, as such Schedule may be amended from time to time. If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, Ultimus’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of Ultimus’ compensation for the preceding month shall be made promptly.

  • Compensation of the Executive 3 4. Termination..............................................................4 5.

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