Assumed Plans. Purchaser shall notify Sellers in writing no later than two (2) Business Days prior to the Closing as to which Employee Benefit Plans Purchaser shall adopt and assume, if any (the “Assumed Plans”). With respect to each Assumed Plan, Purchaser or, any entity designated by Purchaser, will be substituted for the applicable Seller as the plan sponsor under any such Assumed Plan and Purchaser shall have all rights of such Seller thereunder, including full authority to maintain, amend or terminate any such Assumed Plan at any time, in Purchaser’s sole discretion. Sellers agree to cooperate with Purchaser in adopting and effectuating any plan amendments to the Assumed Plans reasonably requested by Purchaser, so long as such amendments are effective as of, or after, the Closing Date and are consistent with applicable Law and other agreements under which Sellers are obligated. The parties agree to cooperate in all respects and take any actions necessary to implement the assumption by Purchaser of the Assumed Plans. Before, or as soon as administratively practicable after, the Closing, Sellers will provide Purchaser with (i) all records concerning participation, vesting, accrual of benefits, payment of benefits, and election forms of benefits under each Assumed Plan, and (ii) any other information reasonably requested by Purchaser as necessary or appropriate for the administration of each Assumed Plan, each subject to the provision of consent by any Purchaser Employee to the extent and in the manner required by Law. Purchaser will make all required filings or reports with or to the IRS, or any other governmental agency, and the participants and their beneficiaries with respect to each Assumed Plan on a timely basis for all plan years ending before, on or after the Closing Date or as may be required with respect to such Assumed Plan, provided the initial deadline for such filing or report is after the Closing Date. All parties recognize that a reasonable transition period may be necessary after the Closing Date and prior to Purchaser’s implementation of its assumption of the Assumed Plans before full compliance with this Section 6.5 is achieved, during which some or all of the Purchaser Employees and other participants and beneficiaries of the Assumed Plans may not be able to (i) make (and Purchaser may not be able to process) elective deferral contributions, loan repayments, investment changes, distribution requests, benefit payment requests or reimbursement request...
Assumed Plans. The Employee Benefit Plans listed on Schedule 2.1(l) hereof (which schedule identifies those Employee Benefit Plans being assumed by Buyer) (the “Assumed Plans”).
Assumed Plans. (a) On or before the Closing Date, Seller shall provide Buyer with all information necessary or appropriate for Buyer to maintain and administer the Assumed Plans, including without limitation the names of the participants therein and their specific elections thereunder. Following the Closing Date, Seller shall promptly provide Buyer with such information as Buyer may reasonably request, and will otherwise cooperate with Buyer, to facilitate the maintenance and administration of the Assumed Plans.
Assumed Plans. At the Merger Effective Time, Moon will assume the Comet Stock Plans. Following the Merger Effective Time, under such Comet Stock Plan, as applicable, Moon will be entitled to grant equity or equity-based incentive awards with respect to Moon Common Stock, to the extent permissible under applicable Law, using the share reserves of such Comet Stock Plan as of the Merger Effective Time (including any shares of Moon Common Stock returned to such share reserves as a result of the termination or forfeiture of an Assumed Award granted pursuant to this Section 4.1), except that: (i) shares covered by such awards will be shares of Moon Common Stock; (ii) all references in such Comet Stock Plan to a number of shares will be deemed amended to refer instead to that number of shares of Moon Common Stock (rounded down to the nearest whole share) as adjusted pursuant to the application of the Exchange Offer Ratio; and (iii) the Moon Board or a committee thereof will succeed to the authority and responsibility of the Comet Boards or any applicable committee thereof with respect to the administration of such Comet Stock Plan.
Assumed Plans. “Assumed Plans” is defined in Section 2.8(n) of the Agreement.
Assumed Plans. ................................................................................. Section 4.5(a) Certificates ...................................................................................... Section 4.4(c) Chevron ........................................................................................... Section 6.3 ChevronTexaco .....................................................................................
Assumed Plans. Effective as of the Closing Date, Buyer shall assume sponsorship of and, except as otherwise expressly provided in this SECTION 5.7, all obligations under, Liabilities with respect to, and assets with respect to, the Company Benefit Plans set forth on SCHEDULE 5.7(g) (the "ASSUMED PLANS"). Sellers and Buyer shall take all actions necessary to transfer such sponsorship and assets to Buyer as of the Closing Date. Except as otherwise expressly provided in this SECTION 5.7, Seller shall retain and assume all obligations under and Liabilities with respect to any Seller Benefit Plan which is not an Assumed Plan.
Assumed Plans. Section 4.2(d) Certificate of Merger....................................................................... Section 1.3 Certificates................................................................................ Section 4.3(b) Closing..................................................................................... Section 1.2
Assumed Plans. As of the date of the Closing and for a period continuing through at least December 31, 1999, Buyer shall assume and become the sponsoring employer under all of the plans set forth on Section 4.1(w) of the Disclosure Schedule entitled "Employee Plans," excluding the Seller's Savings Plan, the New Hope Communications, Inc. Deferred Compensation Plan and the New Hope Communications, Inc. 1993 Stock Option Plan (the "Assumed Plans"). Seller shall take all actions as may be necessary or appropriate in order to establish Buyer as a successor to Seller to all authority, rights and duties under or with respect to the Assumed Plans, including the Seller's authority, rights and duties under or with respect to any and all annuity, insurance, administrative services or similar contracts or agreements and/or trust agreements or other funding vehicles that may form a part of such plan or be related thereto, together with all plan assets; provided, however, that Buyer shall not, by reason of its assumption of the Assumed Plans as provided herein, assume any liability of Seller prior to the Closing Date as the "administrator" of any such Assumed Plan within the meaning of ERISA or for actions taken by Seller with respect to the operation and administration of the Assumed Plans. Notwithstanding the preceding sentence, Buyer will ensure that the Assumed Plans continue to treat employment with Seller prior to the Closing Date as service under the Assumed Plans for purposes of eligibility and entitlement to benefits, but not accruals. In connection therewith, Seller shall execute, or cause to be executed, all instruments and documents (including corporate resolutions and any amendments to any Assumed Plans and related trust agreements, insurance, annuity, administrative services or similar contracts) which, in the reasonable opinion of Buyer, are necessary or desirable to effect the terms of this Section 6.17(d).
Assumed Plans. EXHIBITS Exhibit A Assumption Agreement Exhibit B Facility and Equipment Use Agreement PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement"), dated as of November 26, 2002 (the "Signing Date"), is made by and among Hallmark Financial Services, Inc., a Nevada corporation ("Purchaser"), Millers American Group, Inc., a Texas corporation ("MAG"), and The Millers Insurance Company, a Texas property and casualty insurance company ("Millers", and together with MAG, the "Sellers").
