Past Service Credit Generally Sample Clauses

Past Service Credit Generally. For all purposes under the employee benefit plans and arrangements of the Buyer and its Affiliates providing benefits after the Closing to any Transferred Employees (the "New Plans"), each such Transferred Employee shall be credited with his or her years of service with Seller and its Affiliates (including the Swiss Companies) before the Closing, to the same extent as such Transferred Employee was entitled, before the Closing, to credit for such service under any similar Company Plans ("Past Service Credit"), except (A) in the case of U.S Business Employees, for purposes of benefit accrual under New Plans that are defined benefit or cash balance Pension Plans, (B) as provided in Section 5.11(c), (C) to the extent Past Service Credit would result in a duplication of benefits, and (D) to the extent Past Service Credit would contravene applicable Law. For the avoidance of doubt, there shall be no transfer of assets or liabilities from the Pension Plan of SOI in which U.S. Business Employees participate before the Closing to any plan sponsored by the Buyer or its Affiliates.
Sample 1
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Past Service Credit Generally. For all purposes ----------------------------- under the employee benefit plans and arrangements of the Buyer and its Affiliates providing benefits after the Closing to any Transferred Employees (the "New Plans"), the Buyer shall use commercially reasonable efforts to --------- provide that each such Transferred Employee shall be credited with his or her years of service with the Seller and its Affiliates before the Closing, to the same extent as such Transferred Employee was entitled, before the Closing, to credit for such service under any similar Seller Plans ("Past Service ------------ Credit"), except (A) for purposes of benefit accrual under New Plans that are ------ defined benefit or cash balance Pension Plans, (B) as provided in Section 5.6(c), (C) to the extent Past Service Credit would result in a duplication of benefits, (D) to the extent Past Service Credit would contravene applicable Law, and (E) to the extent otherwise agreed between Buyer and any Transferred Employee (provided that no such agreement shall create any additional -------- Liability for Seller). For the avoidance of doubt, the Buyer and its Affiliates shall have no Liability with respect to, and the Seller shall defend, indemnify and hold harmless Buyer and its Affiliates for any Liability with respect to, the Solutia Inc. Employees Pension Plan.
Sample 1
Past Service Credit Generally. For all purposes under the employee benefit plans and arrangements of the Buyer and its Affiliates providing benefits after the Closing to any Transferred Employees (the “New Plans”), the Buyer shall use commercially reasonable efforts to provide that each such Transferred Employee shall be credited with his or her years of service with the Seller and its Affiliates before the Closing, to the same extent as such Transferred Employee was entitled, before the Closing, to credit for such service under any similar Seller Plans (“Past Service Credit”), except (A) for purposes of benefit accrual under New Plans that are defined benefit or cash balance Pension Plans, (B) as provided in Section 5.6(c), (C) to the extent Past Service Credit would result in a duplication of benefits, (D) to the extent Past Service Credit would contravene applicable Law, and (E) to the extent otherwise agreed between Buyer and any Transferred Employee (provided that no such agreement shall create any additional Liability for Seller). For the avoidance of doubt, the Buyer and its Affiliates shall have no Liability with respect to, and the Seller shall defend, indemnify and hold harmless Buyer and its Affiliates for any Liability with respect to, the Solutia Inc. Employees Pension Plan.
Sample 1
Past Service Credit Generally. For all purposes ----------------------------- under the employee benefit plans of Purchaser and its Subsidiaries providing benefits after the Closing to any Transferred Employees (the "NEW PLANS"), each such Transferred Employee shall be credited with his or her years of service with Seller and its Subsidiaries (including the Acquired Companies) before the Closing, to the same extent as such Transferred Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plans, ("PAST SERVICE CREDIT"), except (1) in the case of U.S Business Employees, for purposes of benefit accrual under New Plans that are defined benefit or cash balance pension plans, (2) as provided in Sections 10.1(c)(i) and 10.1(c)(iii), and (3) to the extent Past Service Credit would result in a duplication of benefits. For the avoidance of doubt, there shall be no transfer of assets or liabilities from the Solutia pension plan in which U.S. Business Employees participate before the Closing to any plan sponsored by Purchaser or its Subsidiaries.
Sample 1

Related to Past Service Credit Generally

  • OFFSET CREDIT/COOPERATION This Contract has been entered into in direct support of LOCKHEED XXXXXX'x international offset programs. All offset benefit credits resulting from this Contract are the sole property of LOCKHEED XXXXXX to be applied to the offset program of its choice. SELLER shall assist LOCKHEED XXXXXX in securing appropriate offset credits from the respective country government authorities.

  • Duties of the Credit Risk Manager For and on behalf of the Depositor, the Credit Risk Manager will provide reports and recommendations concerning certain delinquent and defaulted Mortgage Loans, and as to the collection of any Prepayment Charges with respect to the Mortgage Loans. Such reports and recommendations will be based upon information provided to the Credit Risk Manager pursuant to the Credit Risk Management Agreements, and the Credit Risk Manager shall look solely to the Servicer and/or Master Servicer for all information and data (including loss and delinquency information and data) relating to the servicing of the related Mortgage Loans. Upon any termination of the Credit Risk Manager or the appointment of a successor Credit Risk Manager, the Depositor shall give written notice thereof to the Servicer, the Master Servicer, the Securities Administrator, the Trustee, and each Rating Agency. Notwithstanding the foregoing, the termination of the Credit Risk Manager pursuant to this Section shall not become effective until the appointment of a successor Credit Risk Manager.

  • Administrative Support Service Fees Within forty-five (45) days of the end of each calendar quarter, the Fund will make payments in the aggregate amount of 0.0625% (0.25% on an annual basis) of the average during that calendar quarter of the aggregate net asset value of the Shares computed as of the close of each business day (the "Service Fee"). Such Service Fee payments received from the Fund will compensate the Distributor for providing administrative support services with respect to Accounts. The administrative support services in connection with Accounts may include, but shall not be limited to, the administrative support services that a Recipient may render as described in Section 3(b)(i) below.

  • Payments Generally Administrative Agents Clawback (a) All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the applicable Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

  • Circumstances Affecting LIBOR Rate Availability In connection with any request for a LIBOR Rate Loan or a conversion to or continuation thereof, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (ii) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Interest Period with respect to a proposed LIBOR Rate Loan or (iii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan shall be suspended, and the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan together with accrued interest thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such LIBOR Rate Loan; or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan as of the last day of such Interest Period.

  • Administrative Support Services Fees Within forty-five (45) days of the end of each calendar quarter or at such other period as deemed appropriate by the Distributor, the Fund will make payments in the aggregate amount of up to 0.25% on an annual basis of the average during the period of the aggregate net asset value of the Shares computed as of the close of each business day (the “Service Fee”). Such Service Fee payments received from the Fund will compensate the Distributor for providing administrative support services with respect to Accounts. The administrative support services in connection with Accounts may include, but shall not be limited to, the administrative support services that a Recipient may render as described in Section 3(b)(i) below.

  • Laws Affecting LIBOR Rate Availability If, after the date hereof, the introduction of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans and the right of the Borrower to convert any Loan or continue any Loan as a LIBOR Rate Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto as a LIBOR Rate Loan, the applicable LIBOR Rate Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period.

  • Inpatient Services Hospital Rehabilitation Facility

  • Liquidity Risk Measurement Services Not Applicable.

  • Letters of Credit Issued for Account of Subsidiaries Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

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