Assumption of Plans. Effective as of the Effective Time, Adient shall assume responsibility for plan administration of the retirement plans sponsored or maintained by certain joint ventures primarily related to the Adient Business as set forth in Schedule 5.10 hereto.
Assumption of Plans. (a) Effective as of the Closing Date, the Buyer shall assume the Sellers' post-retirement welfare benefit plans solely with respect to Transferred Employees and the former employees of the Fastener Business (which former employees are listed on Schedule 6.2(a)). The Sellers shall continue to provide all administrative services, at the Buyer's expense, with respect to the benefit obligations assumed by the Buyer pursuant to this Section 6.2(a) through December 31, 2003. With respect to the Sellers' provision of administrative services pursuant to this Section 6.2(a), the Sellers shall deliver to the Buyer on a monthly basis, an invoice reflecting the costs actually incurred by the Sellers with respect to their provisions of such services. The Buyer shall pay the Sellers the amount indicated in such invoice within ten business days following receipt of such invoice. Nothing herein shall limit the right of the Buyer, following the Closing Date, to amend or terminate the programs under which such benefits are provided, subject to applicable Law.
(b) The Parent shall retain each of its pension plans (whether or not qualified) ("Parent Pension Plans") and shall retain and be responsible for, and the Sellers shall indemnify and hold harmless the Buyer against, any and all Damages with respect to, any Parent Pension Plan and any benefits under such plan to which any Transferred Employee or any former employee of the Fastener Business is currently entitled or may become entitled after the Effective Time. The Buyer shall provide such information as the Sellers or their designee may reasonably request, from time to time, in connection with the administration of the Parent Pension Plans.
(i) The Sellers shall retain and be responsible for all liabilities and obligations, and the Sellers shall indemnify and hold harmless the Buyer against any and all Damages, arising or related to any employment, change of control or severance contract (including all payments thereunder) between the Sellers and any Fastener Business Employee including, but not limited to, those set forth on Schedule 6.2(c)(i). Following the Closing, the Buyer agrees to make available an aggregate amount equal to $5,000,000 for payments to a group of Fastener Business Employees identified on Schedule 6.2(c)(ii) (the "Payment Pool"). As promptly as possible following the date of this Agreement, representatives of the Buyer and representatives of the Seller shall enter into good faith discussions regardin...
Assumption of Plans. As of the Closing Date, Purchaser shall adopt and become the sponsor and employer for purposes of each and every Seller Employee Benefit Plan set forth in Section 9.3 of the Seller Disclosure Schedule and shall be substituted for Seller or its Subsidiaries who had theretofore been the sponsor of any such Seller Employee Benefit Plan. Effective as of the Closing, Purchaser shall be responsible for all benefits and liabilities with respect to such Seller Employee Benefit Plans, as such Seller Employee Benefit Plans may be amended or modified from time to time by written agreement between Purchaser and the Unions after the Closing Date.
Assumption of Plans. Except as specifically provided under this Article VI, effective as of the Closing Date, the Company will adopt and assume each Plan, and all rights and Benefit Liabilities thereunder and all other non-material Benefit Liabilities, and shall become a successor employer and be responsible for Transferor's participation in and obligations and responsibilities with respect to each Plan. Prior to and after the Closing, Transferor and the Company shall cooperate in preparing any appropriate documents and use their reasonable best efforts to take all other actions necessary to effectuate the intent of this Section.
Assumption of Plans. From and after the Closing Date, Buyer shall cause the Companies and Subsidiaries to retain sponsorship of each Employee Benefit Plan or Benefit Arrangement (excluding Canadian Employee Plans) maintained by any Company or Subsidiary primarily for the benefit of Employees (excluding Canadian Employees) ("Company-Specific Plans").
Assumption of Plans. Corning Gas assigns and the Holding Corp. assumes and succeeds to, effective as of the Effective Time, the Stock Plan and the Stock Plans of Corning Gas.
Assumption of Plans. Section 6.2(a) is amended by adding the following sentence at the end thereof. "The former employees of the Fastener Business listed on Schedule 6.2(a) are listed as of October 31, 2002. The Sellers shall update such Schedule, through the Closing Date, as promptly as practicable after the Closing."
Assumption of Plans. Holdings and MetaSolv hereby agree that ------------------- they will, at the Effective Time, execute, acknowledge and deliver an assumption agreement pursuant to which Holdings will, from and after the Effective Time, assume and agree to perform all obligations of MetaSolv pursuant to the Long-Term Incentive Plan of MetaSolv, the Employee Stock Purchase Plan of MetaSolv and the 1992 Stock Option Plan of MetaSolv (collectively, the "Plans"), each stock ----- option agreement entered into pursuant thereto, and each outstanding stock option granted thereunder.
Assumption of Plans. 61 ARTICLE VII
Assumption of Plans. Newco hereby assumes the JWCFS Amended and Restated ------------------- Stock Option Plan and the JWCFS Employee Stock Purchase Plan (the "JWCFS Stock Plans"), and the same shall become and be implemented and administered in all respects as identical such plans of Newco except that they shall relate instead to shares of capital stock of Newco rather than JWCFS, and Newco shall be responsible thereunder for any and all matters heretofore the responsibility of JWCFS.
