Designated Agreements. Each of the Designated Agreements shall have been executed by the applicable representatives of the Government and the other parties thereto pursuant to Section 5.2.1 and shall be in full force and effect.
Designated Agreements. Concurrently with the execution and delivery of this Agreement by the Parties and the execution and delivery of the Designated Agreements by each of the other parties thereto, the Government shall execute and deliver the Designated Agreements and provide a copy of each such fully executed Designated Agreement to BIL. The Government shall at all times comply in all material respects with its obligations under the Designated Agreements.
Designated Agreements. The Seller shall cause that certain TCP Agreement with Re:Solve500, dated January 1, 1997, between Xxx Xxxxx and Company and PCS Health Systems, Inc. and that certain Business Agreement, dated June 21, 1996, between PCS Health Systems, Inc. and Xxx Lilly and Company (the "Designated Agreements") to remain in full force and effect through and until the Closing Date to the extent it is lawfully permitted to do so. The Purchaser hereby consents to the entering into by the Company of the amendments to the Designated Agreements contemplated by a schedule delivered by the Seller to the Purchaser and agreed to by the Purchaser (the "Designated Amendments"). If the Designated Amendments have not been effected prior to the Closing Date, or if the Designated Agreements are not in full force and effect as of the Closing Date, the Purchaser and the Seller shall cause agreements substantially identical to the Designated Agreements, as amended by the Designated Amendments, to be entered into as of the Closing Date to the extent they are lawfully permitted to do so.
Designated Agreements. It is the intention of CBCS that it will either (i) pay to each of the Designated Executives in lump sum, an amount necessary to extinguish any executory obligations to make payments under the Designated Agreements and record such payments as expenses as of a date prior to the Determination Balance Sheet, (ii) deposit sums in a Rabbi Trust adequate to pay all of the executory payment obligations under the Designated Agreements as they become due, and record such deposit as an expense (and not include sums held in such Trust as assets) as of a date prior to the Determination Balance Sheet, or (iii) accrue for the aggregate payments due and to become due under the Designated Agreements, as discounted to present value as set forth in Confidential Schedule 1 (and only to the extent not previously accrued), as of a date prior to, and reflected in, the Designated Balance Sheet. If, but only if CBCS has not extinguished its obligations and the obligations of each of its Subsidiaries, under the Designated Agreements in accordance with clause (i) or (ii), the aggregate costs with respect to such Designated Agreements set forth in the attached Confidential Schedule 1 have been properly accrued and accounted for in the Determination Balance Sheet, or subtracted as Severance Costs from Adjusted Tangible Assets as provided herein, and regardless of such accrual, the obligations of Heartland to assume any Retiree Health Benefits under the Desigated Agreements have been extinguished or amended to the satisfaction of Heartland, then, in accordance with the Merger, Heartland shall assume the obligations to the Designated Executives under the Designated Agreements.
Designated Agreements. The Retiree Health Benefits under the Designated Agreements shall have been fully paid and extinguished, or the obligation of Heartland, as successor to CBCS, to pay any Retiree Health Benefits under the Designated Agreements shall have been eliminated, amended or qualified to Heartland’s satisfaction (and in its absolute discretion).
