Benefits Following the Closing Date Sample Clauses

Benefits Following the Closing Date. Effective as of the Closing Date, JPM shall provide the Transferred Banking Employees with the same employee benefit plans and programs as those that are provided to similarly situated employees of JPM (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of JPM or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Banking Employees and (iii) retirement eligibility under any JPM plan providing for the grant of equity awards, and for benefit accrual purposes only for vacation, sickness benefits and severance benefits (if any), each Transferred Banking Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Employee Plans; provided that such service shall not be recognized for purposes of (i) grandfathering, benefit accruals and/or level of pay credits under any JPM defined benefit retirement plan and (ii) retiree medical benefits (but it shall be recognized for access only retiree medical). JPM shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of JPM that provide healthcare benefits in which the Transferred Banking Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Banking Employee Plan, and (ii) subject to BNY providing JPM with the applicable information with respect to each Transferred Banking Employee in a form that JPM determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Banking Employees and their eligible dependents under Banking Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become employees of JPM for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Employee Plan.
AutoNDA by SimpleDocs
Benefits Following the Closing Date. As of the Closing ----------------------------------- Date, Xxxxxxx XX shall not be subject to or covered by any Employee Benefit Plans. Purchaser shall provide such benefit plans and other arrangements to Transferred Employees as it determines in its sole discretion. Purchaser shall not assume, and Xxxxxxx XX will not have any Liability for, any Employee Benefit Plans or any Liabilities or costs related to such Employee Benefit Plans.
Benefits Following the Closing Date. The Purchaser or its Affiliates shall cause Employees to receive credit for periods of service from such Employees' most recent date of hire (or deemed most recent date of hire), with the Shareholder, the Company or their respective Affiliates (to the extent such service is being treated as credited service under the corresponding plans of the Shareholder, the Company or their respective Affiliates as of the Closing Date), for purposes of eligibility and vesting under the current employee benefits plans of the Purchaser or its Affiliates. For purposes of the employee benefit plans of the Purchaser or its Affiliates, as applicable, the Purchaser shall cause to be waived, to the extent permissible under any such plan, any limitations as to pre-existing conditions or waiting periods with respect to participation and coverage requirements applicable to each employee of the Company who remains employed by the Company on and after the Closing Date (an "Employee"), to the extent corresponding conditions or waiting periods, if any, under the applicable Shareholder Plan or Company Plan have been satisfied by such Employee as of the Closing Date. The dollar amount of all expenses incurred by Employees and their eligible dependents prior to the Closing Date and during the plan year in which the Closing Date occurs shall be taken into account for purposes of satisfying such plan year's deductible and coinsurance requirements and satisfaction of out-of-pocket provisions, under any welfare benefit plan applicable to the Company that is maintained by the Purchaser or its Affiliates.
Benefits Following the Closing Date. (a) During the period commencing on the Closing Date and ending on the first anniversary thereof, Buyer shall cause the Employees to be provided with employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Employees under the Employee Plans and Benefit Arrangements (excluding for this purpose plans which provide for equity-based awards and severance plans) as of the Closing Date, as previously disclosed to Buyer by Seller Guarantor. Buyer shall cause the Employees who retire during such one-year period to be provided with post-retirement medical benefits under the South Western Bxxx Mobile Systems post-retirement medical plan (the "Buyer Post-Retirement Medical Plan"), provided such Employees satisfy the eligibility requirements for post-retirement medical benefits under the Buyer Post-Retirement Medical Plan. Nothing contained herein shall be construed to limit the ability of Buyer or its Affiliates to terminate the employment of any Employee or to terminate any particular employee benefit plan or compensatory arrangement following the Closing Date. Without limiting the foregoing, during calendar year 1999, Buyer shall provide to each Employee at least the number of days of paid time off that would have been available to such Employee for 1999 under Seller Guarantor's paid time off policies (as in effect on the Closing Date), less the number of days of paid time off taken by such Employee between January 1, 1999 and the Closing Date, inclusive.
Benefits Following the Closing Date. Effective as of the Closing Date, the Transferred Employees shall be provided employee benefits that are no less favorable than those provided to similarly situated employees of Purchaser working in Michigan branches, except as otherwise specifically provided herein. From and after the Closing Date, Purchaser shall provide each Transferred Employee with credit for such Transferred Employee’s period of service with Seller (including any service credited from predecessors by merger or acquisition to Seller (including, without limitation, Republic Bank)) towards the calculation of eligibility and vesting for such purposes as vacation, severance and other benefits and participation and vesting in Purchaser’s qualified retirement plans, as such plans may exist (but, except with respect to severance and for vacation, not for purposes of benefit accruals). Each Transferred Employee who satisfies the eligibility requirements to participate in the medical, dental, or other welfare plans of Purchaser, as such plans may exist, shall be eligible to participate in such plans on and after the Closing Date, and any pre-existing conditions provisions of such plans shall be waived with respect to any such Transferred Employees; provided, however, that if Purchaser’s applicable health or disability insurance policy or plan has a pre-existing condition limitation and a Transferred Employee’s condition is being excluded as a pre-existing condition under Seller’s applicable plan as of the Closing Date, Purchaser may treat such condition as a pre-existing condition for any remaining period that such condition would have been treated as a pre-existing condition under Seller’s plan.

Related to Benefits Following the Closing Date

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Following the Closing Seller shall permit Buyer and its representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of Seller and its Affiliates relating to the Hospital, which books and records, are retained by Seller and which relate to transactions or events contemplated by this Agreement occurring prior to the Closing, to the maximum extent permitted by law. For a period of three (3) years after the Closing, Seller agrees that, prior to the destruction or disposition of any such books or records, Seller shall provide not less than forty-five (45) days', nor more than ninety (90) days' prior written notice to Buyer of such proposed destruction or disposal. If Buyer desires to obtain any such documents, it may do so by notifying Seller in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Seller shall not destroy such documents and the parties shall then promptly arrange for the delivery of such documents to Buyer, its successors or assigns. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Buyer.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Agreement to Sell and Contribute on the Closing Date On the terms and subject to the conditions set forth in this Agreement, Santander Consumer does hereby irrevocably sell, transfer, assign, contribute and otherwise convey to the Purchaser without recourse (subject to the obligations herein) on the Closing Date all of Santander Consumer’s right, title and interest in, to and under the Receivables, the Collections after the Cut-Off Date, the Receivable Files and the Related Security relating thereto, whether now owned or hereafter acquired, as evidenced by an assignment substantially in the form of Exhibit A delivered on the Closing Date (collectively, the “Purchased Assets”). The sale, transfer, assignment, contribution and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Purchaser of any obligation of the Originator to the Obligors, the Dealers, insurers or any other Person in connection with the Receivables or the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

Time is Money Join Law Insider Premium to draft better contracts faster.