Common use of After the Closing Date Clause in Contracts

After the Closing Date. Buyer shall cause the Company to grant to all individuals who are, as of the Closing Date, employees of the Company or any of its Subsidiaries credit for all service with the Company, any of its present and former subsidiaries, any other affiliate of the Company and their respective predecessors (collectively, the "TM Affiliated Group") prior to the Closing Date for all purposes for which service is recognized under each Company Benefit Plan, but only to the extent that the terms of such Company Benefit Plan require the crediting of such service as of the Closing Date. Benefit plans which provide medical, dental or life insurance benefits after the Closing Date to any individual who is an active or former employee of the TM Affiliated Group as of the Closing Date (an "Employee") or a dependent of an Employee (a "Dependent") shall, with respect to such individuals, waive any waiting periods and any pre-existing conditions and actively-at-work exclusions to the extent so waived under present policy and shall provide that any expenses incurred on or before the Closing Date by such individuals shall be taken into account under such plans for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions to the extent taken into account under present policy. Without limiting the generality of any other provision of this Agreement, after the Closing Date Buyer shall cause the Company and the Subsidiaries to honor and fully perform all the obligations under (i) all written Commitments with any Employee; and (ii) all Company Benefit Plans. After the Closing Date, the Company Benefit Plans shall not be terminated or amended in any manner that would adversely affect the rights, benefits or protections provided thereunder to any Employee or Dependent which have accrued or have been earned prior to the Closing Date, provided that nothing herein shall prevent or restrict the Company from terminating any Company Benefit Plan at any time or from amending or otherwise modifying the terms of such Company Benefit Plan with respect to benefits accrued or amounts earned after the Closing Date.

After the Closing Date. the Buyer shall cause may elect to have Transferred Employees employed by the Company continue to grant to all individuals who are, as of participate in the Closing Date, employees of the Company or any of its Subsidiaries credit for all service with the Company, any of its present and former subsidiaries, any other affiliate of the Company and their respective predecessors (collectively, the "TM Affiliated Group") prior to the Closing Date for all purposes for which service is recognized under each Company Benefit Plan, but only to the extent that the terms of such Company Benefit Plan require the crediting of such service as of the Closing Date. Benefit group health plans which provide medical, dental or life insurance benefits after the Closing Date to any individual who is an active or former employee of the TM Affiliated Group as of the Closing Date (an "Employee") or a dependent of an Employee (a "Dependent") shall, with respect to such individuals, waive any waiting periods and any pre-existing conditions and actively-at-work exclusions to the extent so waived under present policy and shall provide that any expenses incurred established on or before the Closing Date pursuant to Section 10.2 of this Agreement and may elect to have Transferred Employees employed the Subsidiary continue to participate in the group health and welfare plans maintained by such individuals the Subsidiary. Alternatively, the Buyer may elect to take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer or the Company or the Subsidiary maintains or adopts one or more employee welfare benefit plans, including medical, health, dental, flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare benefit plans effective as of the Closing Date for the benefit of the Transferred Employees (the "Buyer Welfare Plans"), and shall cause each Transferred Employee and their eligible dependents to be eligible to participate in the Buyer Welfare Plans as soon as practicable after the Closing Date. For purposes of determining eligibility to participate in each Buyer Welfare Plan, each Transferred Employee shall be taken into account credited with service, determined under the terms of the corresponding welfare plans maintained by Seller Parent and its Affiliates (hereinafter referred to collectively as the "Parent Welfare Plans") and the Company or the Subsidiary on the Closing Date. A service credit will be issued to those Transferred Employees with restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Buyer Welfare Plans provided, however, that any such service credit shall not result in greater coverage for a Transferred Employee than the coverage such Transferred Employee was entitled to under a Parent Welfare Plan or any other group health and welfare plans in which such Transferred Employees participated before the Closing Date. Transferred Employees shall receive credit under the Buyer Welfare Plans for purposes of satisfying applicable deductible, coinsurance co-payments and maximum payments under a deductible limit made by them and for out-of-pocket provisions maximums applicable to them during the extent taken into account under present policy. Without limiting plan year of the generality of any other provision of this Agreement, after Parent Welfare Plan in accordance with the Closing Date Buyer shall cause the Company and the Subsidiaries to honor and fully perform all the obligations under (i) all written Commitments with any Employee; and (ii) all Company Benefit corresponding Parent Welfare Plans. After As soon as practicable after the Closing Date, Seller Parent shall deliver to Buyer a list of the Transferred Employees who had credited service under a Parent Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such plan. This Agreement does not impose any requirement on the Company, the Subsidiary or Buyer to provide any benefit to domestic partners or adult dependents (other than spouses) of Transferred Employees or to provide post-retirement medical or other post-retirement welfare plan coverage to any Transferred Employee, except to the extent required under the continuation of coverage provisions of Section 4980B of the Code and ERISA, and any applicable state law. The Seller Parent, Seller and its Affiliates (other than the Company Benefit Plans or the Subsidiary) shall not be terminated provide or amended continue to provide retiree health and welfare benefits to retirees, their surviving spouses and other inactive employees who are receiving or are entitled to elect to receive retiree health and welfare benefits. The Seller Parent, Seller and its Affiliates (other than the Company or the Subsidiary) shall indemnify the Buyer, the Company or the Subsidiary for any claim or action arising from any such termination of retiree health and welfare benefit program or plan in any manner that would adversely affect the rights, benefits or protections provided thereunder to any Employee or Dependent which have accrued or have been earned existence prior to the Closing Date, provided that nothing herein shall prevent or restrict the Company from terminating any Company Benefit Plan at any time or from amending or otherwise modifying the terms of such Company Benefit Plan with respect to benefits accrued or amounts earned after the Closing Date.

After the Closing Date. Buyer shall cause the Company to grant to all individuals who are, as of (a) On or before the Closing Date, employees Seller, Premier and Buyer shall cooperate and shall take all such action as is necessary to arrange for the direct routing to Buyer through the check clearing system of the Company or any of its Subsidiaries credit for all service with the Companybanking industry, any of its present and former subsidiaries, any other affiliate of the Company and their respective predecessors (collectively, the "TM Affiliated Group") prior to the Closing Date for all purposes for which service is recognized under each Company Benefit Plan, but only to the extent that the terms of such Company Benefit Plan require the crediting of such service as of the Closing Date. Benefit plans which provide medical, dental or life insurance benefits effective immediately after the Closing Date to any individual who is an active or former employee of the TM Affiliated Group as of the Closing Date (an "Employee") or a dependent of an Employee (a "Dependent") shall, with respect to such individuals, waive any waiting periods and any pre-existing conditions and actively-at-work exclusions to the extent so waived under present policy and shall provide that any expenses incurred on or before the Closing Date by such individuals shall be taken into account under such plans for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions to the extent taken into account under present policy. Without limiting the generality of any other provision of this Agreement, after the Closing Date Buyer shall cause the Company and the Subsidiaries to honor and fully perform all the obligations under (i) all written Commitments with any Employee; and (ii) all Company Benefit Plans. After the Closing Date, the Company Benefit Plans shall not be terminated or amended in any manner that would adversely affect the rightsof all checks, benefits or protections drafts and withdrawal orders on forms provided thereunder to any Employee or Dependent which have accrued or have been earned prior by Seller and carrying its imprint (including name and transit routing number) and relating to the Closing DateDeposit Accounts. Buyer agrees to pay in accordance with law all properly drawn and presented checks, drafts and withdrawal orders presented to Buyer by mail, over its counters or through the check clearing system of the banking industry, by depositors of the accounts assumed, whether drawn on the checks, withdrawal or draft forms provided that nothing herein shall prevent by the Seller, or restrict by the Company from terminating any Company Benefit Plan at any time or from amending or otherwise modifying Buyer, and in all other respects to discharge, in the terms usual course of such Company Benefit Plan the banking business, the duties and obligations of the Seller with respect to benefits accrued the Deposit Accounts. Buyer's obligation under this section to honor checks, withdrawal or amounts earned draft forms provided by Seller and carrying its imprint shall expire at the close of business on the forty-fifth (45th) business day after the Closing Date. (b) Seller shall provide all information and take all steps required to be taken by it that are reasonably necessary for Buyer to effect the transfer of any direct deposit arrangement affecting any of the Deposit Accounts and shall promptly pay to Buyer any funds received by Seller that are intended to be credited to any such Deposit Account. Buyer shall complete all actions necessary to effect the transfer of such direct deposit arrangements within sixty (60) days following the Closing Date. Seller shall have the right to return to the payor any direct deposit item received by it subsequent to sixty (60) days after the Closing Date, or such other time period as Buyer and Seller may mutually agree upon. (c) Holds that have been placed by Seller on particular Deposit Accounts or on individual checks, drafts or other instruments shall be continued by Buyer under the same terms. Seller shall deliver to Buyer on the Closing Date a schedule and explanation of such holds. (d) Seller and Buyer shall cooperate and use their best efforts to assist in the transfer to Buyer of the Deposit Accounts and Assets and shall take all actions necessary to accomplish such transfer, including but not limited to the provision of any required notices to customers and the obtaining of all governmental approvals (e) All tasks and obligations concerning the provision of data processing services to or for the Assets purchased and Liabilities assumed by Buyer after the Closing, other than those specifically set forth in this Agreement, are the sole and exclusive responsibility of, and shall be performed solely and exclusively by, Buyer. (f) Buyer shall, as soon as practicable after the Closing Date, prepare and transmit, at Buyer's expense, to the obligors on all Deposit Account loans transferred to Buyer pursuant to this Agreement a notice to the effect that such loan has been transferred and that payment should be made to Buyer at any address of Buyer specified by Buyer, with Buyer's name as payee on any checks or other instruments used to make payments.

After the Closing Date. Buyer shall cause the Company to grant to all individuals who are, retain for a period consistent with Buyer's record-retention policies and practices in place as of the date hereof, those Records of Seller delivered to Buyer hereunder. Buyer also shall provide Seller and its Representatives reasonable access to such Records, during normal business hours and on at least three (3) Business Days' prior written notice, to the extent access to such records is required or useful for financial reporting purposes or Tax purposes or to the extent any such records relate to properties or activities of Seller other than the Business or RSI or to the Excluded Assets or Retained Liabilities. As soon as reasonably practicable after the date hereof, to the full extent Seller may do so under applicable Legal Requirements, Seller shall provide Buyer and its Representatives (i) reasonable access to any Records, to the extent that such Records relate to the Business or Employee Benefit Plans, and (ii) reasonable access to the Employees in order to make presentations to, and otherwise communicate with the Employees regarding, the compensation and benefits to be provided to such Employees on and after the Closing Date, employees of the Company or in any of its Subsidiaries credit such case during normal business hours and on at least three (3) Business Days' prior written notice, for any reasonable business purpose specified by Buyer in such notice. Seller shall retain all service such Records for a period consistent with the Company, any of its present record-retention policies and former subsidiaries, any other affiliate of the Company and their respective predecessors (collectively, the "TM Affiliated Group") prior to the Closing Date for all purposes for which service is recognized under each Company Benefit Plan, but only to the extent that the terms of such Company Benefit Plan require the crediting of such service practices in place as of the Closing Datedate hereof. Benefit plans which provide medical, dental or life insurance benefits Commencing on and after the Closing Date to any individual who is an active or former employee of the TM Affiliated Group as of the Closing Date (an "Employee") or a dependent of an Employee (a "Dependent") shall, with respect to such individuals, waive any waiting periods and any pre-existing conditions and actively-at-work exclusions to the extent so waived under present policy and shall provide that any expenses incurred on or before the Closing Date by such individuals shall be taken into account under such plans for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions to the extent taken into account under present policy. Without limiting the generality of any other provision date of this Agreement, Buyer shall use its commercially reasonable best efforts to establish all employee benefit plans, programs and arrangements necessary to satisfy its obligations under this Article 10 on the Closing Date, including contacting all third-party benefit plan administrators, insurance companies and vendors as soon as practicable after the Closing Date Buyer shall cause the Company execution of this Agreement and the Subsidiaries public announcement of the Contemplated Transactions. In addition, commencing on and after the date of this Agreement, Seller shall reasonably cooperate with Buyer and its designated representatives to honor and fully perform all effectuate the obligations under foregoing, including, without limitation, (i) allowing all written Commitments with any Employee; access to applicable Seller employees, on a timely basis, as reasonably requested by Buyer and its designees, and (ii) all Company Benefit Plans. After providing, and directing its independent contractors (including, without limitation, third-party benefit plan administrators, insurance companies, vendors and actuaries, as applicable) to provide, Buyer and its designated representatives, third-party benefit plan administrators, insurance companies and actuaries, as applicable, with any information and other assistance as may be reasonably requested by Buyer and its designees in order to effectuate the Closing Date, the Company Benefit Plans shall not be terminated or amended in any manner that would adversely affect the rights, benefits or protections provided thereunder to any Employee or Dependent which have accrued or have been earned prior to the Closing Date, provided that nothing herein shall prevent or restrict the Company from terminating any Company Benefit Plan at any time or from amending or otherwise modifying the terms of such Company Benefit Plan with respect to benefits accrued or amounts earned after the Closing Dateforegoing.