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
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. (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. 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.
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. 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.
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 successor company's business operations.
Following the Closing Date. (a) notwithstanding the obligations of clause 8, 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 Company, including proceedings relating to employees’ claims or Taxation; and
Following the Closing Date. (a) The Purchaser agrees to pay in accordance with law, up to the collected amount on deposit (and any other funds available by reason of any agreement between the depositor and the Purchaser), all properly drawn and presented checks, drafts and withdrawal orders presented to the Purchaser by mail, over its counters or through the check clearing system of the banking industry, by depositors of the Deposit Liabilities assumed, whether drawn on the checks, withdrawal or draft forms provided by the Seller, or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owing to the depositors whose accounts are assumed by the Purchaser.
