Form 8-K Kensington Capital Acquired To: June 09
payable. Since the April balance sheet date, neither the Company nor any of its subsidiaries has significantly changed its payment practices for these accounts payable, including the timing of such payments.
Article 4.08. Absence of certain changes or events. Since the April balance sheet date and prior to the date of this Agreement, unless otherwise indicated in the audited financial statements, or as expressly provided for in this Agreement, (a) the Company and each of its subsidiaries have been operating in all material respects in the ordinary course and in a manner consistent with past practice, (b) neither the Company nor any of its subsidiaries has sold, assigned or otherwise transferred any right, title or interest in or in the ” one of its significant assets (including ownership of intellectual property rights and business systems) other than non-exclusive licenses, disposals or transfers in the normal course of business, (c) there has been no material adverse effect on the Company, and (d) neither the Company nor any of its subsidiaries has taken any action which , if taken after the date of this Agreement, would constitute a material breach of any of the commitments set out in Section 7.01.
Article 4.09. No litigation. There is no material dispute, lawsuit, claim, action, proceeding or investigation by or before any government authority (a ??action??) pending or, to the Company’s knowledge, threatened against the Company, one of its subsidiaries, or any property or assets of the Company or one of its subsidiaries, before any government authority. None of the Company and its subsidiaries or any material property or assets of the Company or any of its subsidiaries is subject to a continuing order, consent decree, settlement agreement or other arrangement. similar writing with, or, to the knowledge of the Company, the continuation of the investigation by any governmental authority, or any order, writ, judgment, injunction, decree, determination or sentence of any governmental authority.
Article 4.10. Employee benefit plans.
(a) Faithful, correct and complete copies, or representative forms of agreement (in the case of non american employment contracts), all material employment and consultancy contracts or agreements to which the Company or one of its subsidiaries is a party on the date of this Contract, and in respect of which the Company or one of its subsidiaries has an obligation have been made available to Kensington prior to the date of this Agreement. Section 4.10 (a) The Company’s Disclosure Schedule lists, as of the date of this Agreement, all material plans. For the purposes hereof, a ??Plan?? is defined as: (i) all employee benefit plans (as defined in section 3 (3) of the Employees Retirement Income Security Act of 1974, as amended (??ERISA??)), (ii) any other benefit plan, agreement, arrangement, program, policy or practice, including, without limitation, any stock or stock compensation (including, but not limited to limit, share purchase option, share purchase, share allocation, share appreciation, phantom share, restricted share or restricted share unit), deferred compensation, pension, retirement, savings, bonus, profit sharing, incentive compensation, retention, change of control, medical, dental, vision, prescription drug, life insurance, death benefit, cafeteria, flexible spending, dependent care, employee benefits, vacation, paid leave, paid leave, disability, sick pay, unemployment, severance pay, employee loan or educational assistance plan, agreement, arrangement, program, policy or practice, and (iii) any employment, consulting, indemnity or other contract for individual services which in the case of each of clauses (i), (ii) and (iii), is sponsored or maintained by the Company or one of its subsidiaries, or to which the Company or one of its subsidiaries contributes or is required to contribute or is a party, on behalf of current or former employees, officers, contractors or directors of the Company or any of its subsidiaries or their spouses, beneficiaries or dependents, or on behalf of ” in respect of which the Company or one of its subsidiaries has or could have a responsibility, possible or otherwise; provided that ?? Plan ?? will not include any benefit or compensation plan or arrangement maintained or to be maintained by any governmental authority or required by applicable law. No plan covers persons other than current or former employees, officers, independent contractors or directors of the Company or any of its subsidiaries or their spouses, beneficiaries or dependents.
(b) With respect to each Plan in effect on the date of this Agreement, the Company has, prior to the date of this Agreement, made available to Kensington, as applicable (i) a true, complete and correct copy of the document of the current plan (or written summaries of any unwritten plan) and any amendments to it and each trust