Following the Closing Date. 4.5.1 each Seller shall, or shall procure that a member of that Seller’s Group shall, pay a pro-rated cash bonus for the current bonus year as at the Effective Time and any unpaid cash bonus for the bonus year which ended before the Effective Time to each Transferred Employee formerly employed by that Seller’s Group and who participated in such annual cash bonus plan within 90 days following the Closing Date. For the avoidance of doubt, this paragraph 4.5.1 shall apply whether or not a member of that Seller’s Group provides post-Closing payroll services to a Target Group Company; and
4.5.2 where the Seller to whom such Transferred Employee relates is able to determine performance, any such bonus payment made to such eligible employees will be based on that Seller’s determination of performance to the Effective Time and (where applicable) pro-rated to the Effective Time; or
4.5.3 where that Seller is unable to determine performance (either business or individual), for example, because the Effective Time occurs near the start of the bonus year, that Seller shall calculate any such bonus payment based on a deemed achievement of performance conditions at target level pro-rated to the Effective Time; and
4.5.4 as soon as reasonably practicable after the Closing Date, the Purchaser shall, or shall procure that such other member of the Purchaser’s Group shall, provide such information as that Seller requires in order for that Seller to calculate the Tax payable or accountable for by the employer in respect of such bonus payments; and
4.5.5 if and to the extent permitted by Applicable Law, the Seller to whom such Transferred Employee relates shall, or shall procure that such other member of that Seller’s Group shall, deduct and/or account for any Tax payable or accountable for by the employer in respect of such bonus payments; or
4.5.6 if and to the extent paragraph 4.5.5 above is not permitted by Applicable Law, the Purchaser shall, or shall procure that such other member of the Purchaser’s Group shall, pay and/or account for any Tax payable or accountable for by the employer in respect of such bonus payments and the Seller to whom such Transferred Employee relates shall reimburse the Purchaser in respect of such amounts so paid and/or accounted for; and
4.5.7 where any amount in respect of payments made by the Seller to whom such Transferred Employee relates or any other member of that Seller’s Group pursuant to this paragraph 4.5 is reflected in the Closing Sta...
Following the Closing Date. Seller shall promptly pay when due all of its debts and Liabilities, including any liability for income taxes and excluding any debts and Liabilities expressly assumed by Buyer hereunder; provided, however, this covenant shall not apply to any debt or Liability or portion thereof, that Seller is contesting in good faith by appropriate proceedings; and provided further, that Seller shall pay promptly all or that portion of such contested debt or Liability that is found to be owing at the completion of such proceedings.
Following the Closing Date. (a) Seller shall give Buyer or its tenant or operator and their authorized employees, agents, officers, representatives and successors-in-interest, access to its books and records (and permit Buyer or its tenant or operator to make copies thereof) to the extent relating to the Facility, as Buyer or its tenant or operator may request, and (b) Buyer or its tenant or operator shall give Seller and their authorized employees, agents, officers, representatives and successors-in-interest, access to the books and records of the Facility (and permit Seller to make copies thereof, at Seller's cost and expense) to the extent relating to periods prior to the Closing Date as Seller may reasonably request and at reasonable times for purposes of preparing Tax Returns and conducting proceedings relating to Taxes or other governmental inquires or reports including any audit requirement of the HUD mortgage.
Following the Closing Date. Buyer shall, or shall cause an affiliate to, offer continuation health care coverage to all Transferring Employees and their qualified beneficiaries, regardless of when a “qualifying event” occurs, in accordance with the continuation health care coverage requirements of Section 4980B of the Code and Title 1, Subtitle B, Part 6 of ERISA (“COBRA”) with respect to claims incurred at any time on or after the Closing Date.
Following the Closing Date. (A) Transferred Employees' accrued benefits under Seller's defined benefit pension plans shall be frozen and shall not be increased as the result of any service completed or any compensation received for employment with the Buyer after the Closing Date. Notwithstanding the preceding sentence, and only for purposes of determining vesting and eligibility for early retirement subsidies under the Seller's defined benefit retirement plans, Seller shall recognize the Transferred Employees' employment with the Buyer after the Closing Date as if such employment was with the Seller. Transferred Employees shall have a right to commence benefits in accordance with Seller's defined benefit plans; provided, however, any subsidies reflecting employment described in this subparagraph shall be paid only if the Transferred Employee terminates employment with the Buyer.
(B) Transferred Employees who, on or before the Closing Date, have satisfied the eligibility requirements for post-retirement health benefits and/or life insurance benefits under the plans maintained by the Seller shall remain eligible for post-retirement benefits pursuant to the terms of such plans. With respect to these Transferred Employees, Seller shall recognize employment with the Buyer after the Closing Date for purposes of determining the amount of such post-retirement benefits and the eligibility for commencement of such post-retirement benefits.
(C) With respect to Transferred Employees who attain age 50 on or before the Closing Date, Seller shall recognize employment with the Buyer after the Closing Date for purposes of determining eligibility for post-retirement health and life insurance benefits under the post-retirement benefit plans maintained by the Seller. With respect to these Transferred Employees, Seller shall also recognize employment with the Buyer after the Closing Date for purposes of determining the amount of such post-retirement benefits and the eligibility for commencement of such post-retirement benefits. 210
(D) Buyer shall provide Seller with information regarding the employment status of Transferred Employees no less often than annually. Such data shall be sufficient to enable Seller to implement the provisions of this Section 6.10.
(E) Nothing in this Section 6.10(f) shall limit Seller's ability to amend Seller's Benefit Plans after the Closing Date.
Following the Closing Date. (a) notwithstanding the obligations of Clause 9.6, the Purchaser shall (and shall procure that the Company shall), at the Seller’s expense, give such assistance to any member of the Seller Group as the Seller may reasonably request in relation to any third party proceedings by or against any member of the Seller Group to the extent that they relate to the Company or the Business or the Proposed Transaction;
(b) the Seller shall promptly give to the Purchaser all written notices, correspondence, information or enquiries received by it in relation to the Company;
(c) the Purchaser shall promptly give to the Seller all written notices, correspondence, information or enquiries received by any member of the Purchaser Group in relation to any business of the Seller Group not comprised within the Company; and
(d) to the extent the same has not occurred by Closing, the Seller shall procure that all of the Company’s books, accounts and other records are transferred to the Purchaser as soon as reasonably practicable after Closing.
Following the Closing Date. (a) notwithstanding the obligations of clause 9, each member of the Purchaser Group shall (at the Seller’s expense, to the extent the costs are reasonable) give such assistance to any member of the Seller Group (including access to records and personnel) as the Seller may reasonably request in relation to any third party proceedings by or against any member of the Seller Group so far as they relate to the Business, including proceedings relating to employees’ claims or taxation; and
(b) the Seller shall promptly give to the Purchaser all written notices, correspondence, information or enquiries received by it in relation to the Business; and
(c) the Purchaser shall promptly give to the Seller all written notices, correspondence, information or enquiries received by it in relation to any business of the Seller Group not forming part of the Business.
Following the Closing Date. Buyer shall maintain the Books and Records for a minimum period of seven years and, during such time period, shall allow Sellers, upon reasonable prior notice and during regular business hours, the right, at Sellers' expense, to examine and make copies of the Books and Records transferred to Buyer at the Closing for any reasonable business purpose. Access to such Books and Records shall be at Sellers' expense and may not unreasonably interfere with Buyer's, the Company's or any of its subsidiaries' or any successor company's business operations.
Following the Closing Date. (i) Buyer shall not compromise or otherwise negotiate an adjustment with respect to any Distributed Receivable without the prior written consent of Seller; and (ii) Buyer shall use the same efforts to collect Distributed Receivables on behalf of the Seller as Buyer uses to collect accounts receivable on its own behalf. Except as provided in the preceding sentence, Buyer shall have no obligation to Seller with respect to Distributed Receivables. Seller acknowledges that Buyer has not guaranteed the collection of all or any portion of the Distributed Receivables. Under no circumstances shall Seller contact any customer of the Company or take any action against any customer of the Company with respect to the Distributed Receivables, institute a lawsuit or initiate any other legal proceeding to collect any Distributed Receivables without Buyer’s prior written consent.
Following the Closing Date. SBC Sub shall purchase from Operating Partnership the Prodigy Service and resell it to Legacy Subscribers. Operating Partnership will set the wholesale price for narrowband and broadband service equal to (i) the weighted average price of the amounts charged by SBC and its Affiliates to the Legacy Subscribers at retail as of the Closing Date (the "Retail Price"); provided, that, in the event that following the Closing Date, the Average Retail Price increases or decreases by more than ten percent (10%) from the Average Retail Price as of the Closing Date, SBC Sub and Operating Partnership agree to hold discussions to determine whether its is appropriate to adjust the Retail Price, less (ii) any reasonable and necessary expenses, direct or indirect, actually incurred by SBC Sub or its Affiliates in serving Legacy Subscribers, such expenses to be determined in a manner consistent with SBC Sub's historical practices and consistent with regulatory cost accounting requirements applicable to SBC and its regulated subsidiaries (such sum, the "Wholesale Price"). For illustrative purposes only, an example of how this provision would be implemented in practice is attached hereto as Schedule 2.7(b)(i). SBC Sub shall pay to Operating Partnership the Wholesale Price for each Legacy Subscriber in respect of which it is obligated to purchase from Operating Partnership the Prodigy Service pursuant to this Section 2.7(b) on a monthly basis so long as such Legacy Subscriber (x) is (i) a Prodigy Subscriber during the month for which such payment is made or (ii) a subscriber on a full or partial payment waiver pursuant to a SBC promotional offer and (y) has not cancelled the Prodigy Service. On a quarterly basis, such monthly payments shall be reconciled to reflect actual experience.
