Buyer's Assumption of COBRA Obligations to Certain Individuals Sample Clauses

Buyer's Assumption of COBRA Obligations to Certain Individuals. Notwithstanding any contrary provision of this Agreement, with respect to periods after the Closing and as permitted under Q&A-7 of Treasury Regulation Section 4980B-9, Buyer agrees to assume and perform all of the COBRA obligations of the Company and its Subsidiaries under Code Section 4980B and ERISA Section 602 to make group health plan continuation coverage available to each of their respective M&A qualified beneficiaries (as that term is defined in Q&A-4 of Treasury Regulation Section 4980B-9) associated with the Business and Purchased Assets. On or before the Closing Date, the Company shall deliver to Buyer a true and complete list of such M&A qualified beneficiaries (including their home addresses last known to the Company) and a brief description of the type of group health plan coverage to which each of them would be entitled if such obligation were retained by the Company or any of its Subsidiaries, and the M&A qualified beneficiary timely elected and paid for such coverage.
Sample 1
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Related to Buyer's Assumption of COBRA Obligations to Certain Individuals

  • Conditions to Each Party’s Obligations to Effect the Merger The respective obligations of each party hereto to effect the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Conditions to Obligation of Each Party to Effect the Merger The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

  • Termination of Obligations to Effect Closing; Effects (a) The obligations of the Company, on the one hand, and the Investors, on the other hand, to effect the Closing shall terminate as follows:

  • Merger, Consolidation or Assumption of the Obligations of Seller; Certain Limitations Any Person (i) into which the Seller may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Seller shall be a party or (iii) which may succeed to all or substantially all of the business of the Seller, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, except that if the Seller in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder. The Seller shall satisfy the Rating Agency Condition with respect to any merger, consolidation or succession pursuant to this Section.

  • Conditions to Each Party’s Obligation to Effect the Closing The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Mergers The respective obligation of each party to effect the Mergers is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of the Company to Effect the Merger The obligations of the Company to effect the Merger are further subject to satisfaction or waiver at or prior to the Effective Time of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Exchange The obligation of each party to effect the Exchange and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Each Party to Effect the Merger The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Each Party’s Obligation to Effect the Merger The respective obligations of each party hereto to effect the Merger shall be subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

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