Plans Following the Closing Sample Clauses

Plans Following the Closing. Buyer will, or will cause the Company to, give Transferred Employees full credit for purposes of eligibility and vesting under any plans or arrangements maintained by Buyer or the Company for such Transferred Employees' service recognized for such purposes under the Employee Plans and Benefit Arrangements. Buyer shall cause all health and welfare plans in which Transferred Employees become participants on or after the Closing Date to waive any and all pre-existing condition exclusions and waiting period requirements to the extent necessary to provide a Transferred Employee with the same status as such Transferred Employee had under the Employee Plans as of the date of this Agreement, and to recognize, to the extent such participation commences other than at the beginning of a plan year, expenses previously incurred for purpose of applicable deductible and co-payment rules to the extent such expenses would have been recognized under the applicable Seller plan as in effect immediately prior to the Closing Date.
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Plans Following the Closing. (a) Except to the extent changes are (i) required by Applicable Law; (ii) necessary to maintain the tax favored status of any employee plan or benefit arrangement; (iii) permitted or required under any applicable collective bargaining agreement; or (iv) necessary to eliminate the use of any equity securities as the basis for any equity-based incentive compensation, during the one-year period following the Closing, Newco will maintain employee compensation and employee plans and benefit arrangements for the benefit of the Transferred Employees and Transferred Beneficiaries, in either case, who are not covered by collective bargaining agreements, that are substantially similar to the Employee Plans and Benefit Arrangements (excluding any stock options, stock appreciation or other equity based incentive compensation) in effect on the Closing Date; provided, however, that layoff, severance and retention benefits (including the Special Severance Program) shall be identical during this period; provided, further, that post-retirement benefits for Camden Transferees shall also be provided in accordance with Sections G.03(b) and G.05(f). During such period, for Transferred Employees and Transferred Beneficiaries who are covered by collective bargaining agreements, Newco shall provide such benefits as are required by any and such collective bargaining agreements as are assumed pursuant to Section G.04. Newco will give Transferred Employees full credit for purposes of eligibility, vesting and benefit accrual under any such plans or arrangements maintained by Newco pursuant to this Section G.03 for such Transferred Employees' service recognized for such purposes under the Employee Plans and Benefit Arrangements at Closing; provided, however, that any Newco pension plan may offset pension benefits provided under Newco's pension plan to a Transferred Employee and attributable to service before the Closing Date by any pension benefits provided to that Transferred Employee under any Lockheed Xxxxxx pension plan and attributable to that same pre-Closing service.
Plans Following the Closing. (a) For the period from the Closing Date through the date 12 months after the Closing Date, Purchaser will cause the Company to maintain employee benefit plans and arrangements for the benefit of the Transferred Employees that are substantially comparable in the aggregate to the Employee Plans. Notwithstanding the foregoing, Purchaser shall not be obligated or required to establish or maintain a defined benefit plan (as defined in ERISA Section 3(35) or Code Section 414(j)) for the benefit of any Transferred Employee. Purchaser will cause the Company to give Transferred Employees full credit for all purposes, including eligibility, vesting and benefit accrual, under any such plans or arrangements maintained by the Company pursuant to this Section 9.7 for such Transferred Employees' service recognized for such purposes under the Employee Plans and Benefit Arrangements.
Plans Following the Closing. Buyer will, or will cause the Company to, give Transferred Employees full credit for purposes of eligibility and vesting under any plans or arrangements maintained by Buyer or the Company for such Transferred Employees' service recognized for such purposes under the Employee Plans and Benefit Arrangements. Buyer shall cause all health and welfare plans in which Transferred Employees become participants on or after the Closing Date to waive any and all pre-existing condition exclusions and waiting period requirements to the extent necessary to provide a Transferred Employee with the same status as such Transferred Employee had under the Employee Plans as of the date of this Agreement, and to recognize, to the extent such participation commences other than at the beginning of a plan year, expenses previously
Plans Following the Closing. (a) Except to the extent changes are required by Applicable Law or necessary to maintain the tax-favored status of any employee benefit plan or arrangement, from the Closing Date through December 31, 1998, the Company will maintain or cause to be maintained employee compensation and benefit plans and arrangements for the benefit of the Transferred Employees that are substantially similar to the Employee Plans and Benefit Arrangements (other than the LM Supplemental Savings Plan and any deferred bonus plan) in the form furnished or made available to the Company prior to the Closing Date; provided that layoff benefits and severance benefits shall be identical during this period; and provided, further, that for those Transferred Employees who are currently participating in the LM nonqualified defined benefit pension plans, the Company will provide, or cause to be provided, an equivalent plan or plans during the term of their employment with the Company and its Affiliates. The Company will give Transferred Employees full credit for purposes of eligibility, vesting and benefit accrual under any such plans or arrangements maintained by the Company pursuant to this Section IV.04 for such Transferred Employees' service recognized for such purposes under the Employee Plans and Benefit Arrangements.
Plans Following the Closing. (a) Immediately following the Closing, the Purchaser shall provide CE Employees Employee Plans and Benefit Arrangements that are substantially equivalent to the Employee Plans and Benefit Arrangements maintained by the Purchaser on behalf of its other employees who are employed in comparable positions. CE Employees shall be credited for purposes of participation, eligibility and vesting for the service credited under Benefit Arrangements and Employee Plans which are similar to Employee Plans and Benefit Arrangements maintained by the Purchaser for CE Employees; provided however that no service for the Seller and its Affiliates shall be required to be recognized for any benefit accrual purposes; and provided, further, that layoff and severance shall be identical to those provided under the Seller's Employee Plans and Benefit Arrangements for any CE Employee terminated or laid off in the 180-day period following the Closing.
Plans Following the Closing. (a) With respect to ___________________________ 132 the Transferred Employees who would have been eligible for benefits under Seller's Retiree Medical and Life Program ("Retiree Benefit Program") had they remained employed by Seller or an Affiliate of Seller until December 31, 1997, each such Transferred Employee shall continue to participate in the Retiree Benefit Program at the sole cost of Seller or its Affiliates and shall be credited for service with any Company or any Subsidiary of any Company on and after the Closing Date until December 31, 1997 for all purposes thereunder provided such Transferred Employee is a participant in Seller's Medical/Dental Plan or Seller's Life Insurance Plan on the day prior to the Closing Date.
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Related to Plans Following the Closing

  • Cooperation Following the Closing Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

  • Following the Closing Seller shall permit Buyer and its representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of Seller and its Affiliates relating to the Hospital, which books and records, are retained by Seller and which relate to transactions or events contemplated by this Agreement occurring prior to the Closing, to the maximum extent permitted by law. For a period of three (3) years after the Closing, Seller agrees that, prior to the destruction or disposition of any such books or records, Seller shall provide not less than forty-five (45) days', nor more than ninety (90) days' prior written notice to Buyer of such proposed destruction or disposal. If Buyer desires to obtain any such documents, it may do so by notifying Seller in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Seller shall not destroy such documents and the parties shall then promptly arrange for the delivery of such documents to Buyer, its successors or assigns. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Buyer.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

  • Conduct Pending the Closing Acquirer, Target and the Shareholder covenant that between the date of this Agreement and the Closing as to each of them:

  • Prior to the Closing Buyer shall, and shall cause its Affiliates and its and their employees, agents, accountants, legal counsel and other representatives and advisers to, hold in strict confidence all, and not divulge or disclose any, information of any kind concerning the Company and its business; provided, however, that the foregoing obligation of confidence shall not apply to (i) information that is or becomes generally available to the public other than as a result of a disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers, (ii) information that is or becomes available to Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers on a nonconfidential basis prior to its disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers and (iii) information that is required to be disclosed by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers as a result of any applicable law, rule or regulation of any Governmental Authority; and provided further that Buyer promptly shall notify the Company of any disclosure pursuant to clause (iii) of this Section 9.2(a); and, provided, further, that the foregoing obligation of confidence shall not apply to the furnishing of information by Buyer in bona fide discussions or negotiations with prospective lenders.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Conditions to the Closing On or before the Closing Date, the Trust Depositor shall deliver or cause to be delivered the following documents to the Owner Trustee and the Indenture Trustee:

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