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”), 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.
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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.
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.
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.

Related to Past Service Credit Generally

  • Past Service Credit Executive shall be given full credit for Executive's prior years of service with Company for all purposes under the plans, programs, policies, agreements and practices covering Executive pursuant to this Section.

  • Remittances Generally All payments by any Lender to Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by Agent and request for payment is made by Agent by 11:00 a.m. on a Business Day, payment shall be made by Lender not later than 2:00 p.m. on such day, and if request is made after 11:00 a.m., then payment shall be made by 11:00 a.m. on the next Business Day. Payment by Agent to any Lender shall be made by wire transfer, in the type of funds received by Agent. Any such payment shall be subject to Agent’s right of offset for any amounts due from such Lender under the Loan Documents.

  • Interest Generally Interest on the outstanding principal balance of the Loan shall accrue from the Closing Date to but excluding the Maturity Date at the Interest Rate.

  • Management Generally (a) The management and control of the Partnership shall be vested in the General Partner; however, the Limited Partners shall have certain rights with respect to certain matters of the Partnership as described in this Agreement. The Limited Partners shall have no authority or right to act on behalf of the Partnership in connection with any matter and shall not engage in any way in the day-to-day business of the Partnership.

  • Bank Provides Diverse Financial Services and May Generate Profits as a Result Customer acknowledges that Bank or its Affiliates may have a material interest in transactions entered into by Customer with respect to the Account or that circumstances are such that Bank may have a potential conflict of duty or interest. For example, Bank or its Affiliates may act as a market maker in the Financial Assets to which Instructions relate, provide brokerage services to other customers, act as financial adviser to the issuer of such Financial Assets, act in the same transaction as agent for more than one customer, have a material interest in the issue of the Financial Assets, or earn profits from any of these activities. Customer acknowledges that Bank or its Affiliates may be in possession of information tending to show that the Instructions received may not be in the best interests of Customer. Bank is not under any duty to disclose any such information.

  • Set-Off Generally Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, each of the Lenders and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or not such Person shall have made any demand and although such obligations may be unmatured. Any Person exercising rights of set off hereunder agrees promptly to notify the Borrower after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent, the Lenders and each of their Affiliates under this Section 4.03 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have.

  • Services Generally Throughout the Term of this Agreement, the Contractor shall provide the Services in the Service Areas in accordance with the terms and conditions of this Agreement.

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