Common use of Pre-Closing Claims Clause in Contracts

Pre-Closing Claims. The Partnership may pursue (including the commencement of a plenary action) or defend any claims relating to the period prior to the date of this Agreement (collectively, the "Pre-Closing Claims"). The Preferred Holders shall cooperate in the prosecution of any such Pre-Closing Claims. Subject to Preferred Holder's rights to contest a Pre-Closing Claim as hereinafter set forth, in the event that the Partnership shall owe money on account of a Pre-Closing Claim, and Cedar GP shall give notice thereof on or before the date which is one (1) year after the date of this Agreement, Preferred Holders shall make such payment within Ten (10) Business days after receipt of notice from Cedar GP. Any payment by Preferred Holders made pursuant to this Section 5.5(b)(1) shall not increase the Capital Account of Preferred Holders, such payment shall not be deemed to be a Capital Contribution, and any expense to which such payments relate shall be deemed to be expenses of Preferred Holders. Upon prior notice to the Cedar GP (given within Ten (10) business days after such notice from Cedar GP), the Preferred Holders shall be entitled, at their sole cost and expense, to contest any such Pre-Closing Claim, provided, however, that during the pendency of such Pre-Closing Claim (A) neither the Property nor any portion thereof or interest therein would be in imminent danger of being sold, forfeited or lost, and (B) neither Property nor any interest therein would be subject to the imposition of any lien as a result of the failure to comply with a requirement prior to and while such contest is proceeding, unless Preferred Holders shall cause any such lien, promptly after obtaining knowledge of the existence of the lien, to be discharged of record by payment, deposit, bond or otherwise.

Pre-Closing Claims. The Partnership may pursue (including Except as otherwise provided in this Section 6.8(i) with respect to sickness and disability claims, Seller shall remain responsible for all claims under the commencement of a plenary action) or defend any claims relating to the period applicable Plans for health, accident, injury, sickness, and disability benefits that are deemed incurred prior to the date Closing Date by Affected Employees. For all purposes under such Plans, such employees shall be considered to have terminated employment with Seller as of this Agreement (collectively, the "Pre-Closing Claims")Date. The Preferred Holders shall cooperate in the prosecution of any such Pre-Closing Claims. Subject to Preferred Holder's rights to contest a Pre-Closing Claim as hereinafter set forth, in the event that the Partnership shall owe money on account of a Pre-Closing Claim, and Cedar GP shall give notice thereof on or before the date which is one (1) year after the date For purposes of this Agreement: (i) a claim for health benefits (including, Preferred Holders shall make such payment within Ten (10) Business days after receipt of notice from Cedar GP. Any payment by Preferred Holders made pursuant to this Section 5.5(b)(1without limitation, claims for medical, prescription drug and dental expenses) shall not increase the Capital Account of Preferred Holders, such payment shall not be deemed to have been incurred on the date on which the related medical service or material was rendered to or received by the Affected Employee claiming any such benefits, (ii) a claim for injury, sickness or disability benefits based on an injury or illness occurring on or prior to the Closing Date shall be deemed to have been incurred prior to the Closing Date if, but only if, a Capital Contributionclaim relating to any such injury is made within two (2) years after the Closing Date, and (iii) in the case of any expense claim for benefits other than health benefits and sickness and disability benefits (e.g., life insurance benefits), a claim will be deemed to which such payments relate have been incurred upon the occurrence of the event giving rise thereto. As of the Closing, any Affected Employee who is receiving benefits under Seller’s short-term disability program shall be deemed to be expenses an employee of Preferred HoldersSeller until such time as such employee is no longer eligible for Seller’s short-term disability program. Upon prior notice If at such time such Affected Employee will be returning to the Cedar GP (given within Ten (10) business days after work, such notice from Cedar GP), the Preferred Holders employee shall be entitledemployed by Buyer in accordance with the terms of Sections 6.8(a) or 6.8(c) hereof, as applicable. If at their sole cost and expensesuch time such employee will be eligible for long-term disability benefits or disability retirement, to contest any such Preemployee shall receive such benefits under Seller’s long-Closing Claim, provided, however, that during the pendency of such Pre-Closing Claim (A) neither the Property nor any portion thereof term disability program or interest therein would be in imminent danger of being sold, forfeited or lost, and (B) neither Property nor any interest therein would be subject to the imposition of any lien as a result of the failure to comply with a requirement prior to and while such contest is proceeding, unless Preferred Holders shall cause any such lien, promptly after obtaining knowledge of the existence of the lien, to be discharged of record by payment, deposit, bond or otherwisepension plan.

Pre-Closing Claims. The Partnership may pursue (including Except as otherwise provided in Section 2.2(g) with respect to sickness and disability claims, Seller will remain responsible for all claims under the commencement of a plenary action) or defend any claims relating to the period applicable Plans for health, accident, sickness, and disability benefits that are deemed incurred prior to the date Closing Date by Affected Employees who become Transferred Employees or that are incurred at any time by Affected Employees who do not become Transferred Employees. For all purposes under such Plans, such Transferred Employees will be considered to have terminated employment with Seller as of this Agreement (collectively, the "Pre-Closing Claims")Date. The Preferred Holders shall cooperate in the prosecution of any such Pre-Closing Claims. Subject to Preferred Holder's rights to contest a Pre-Closing Claim as hereinafter set forth, in the event that the Partnership shall owe money on account of a Pre-Closing Claim, and Cedar GP shall give notice thereof on or before the date which is one (1) year after the date For purposes of this Agreement: (i) a claim for health benefits (including, Preferred Holders shall make such payment within Ten (10without limitation, claims for medical, prescription drug and dental expenses) Business days after receipt of notice from Cedar GP. Any payment by Preferred Holders made pursuant to this Section 5.5(b)(1) shall not increase the Capital Account of Preferred Holders, such payment shall not will be deemed to have been incurred on the date on which the related medical service or material was rendered to or received by the Transferred Employee claiming such benefit, (ii) a claim for sickness or disability benefits based on an injury or illness occurring on or prior to the Closing Date will be a Capital Contributiondeemed to have been incurred prior to the Closing Date if, but only if, the claim relating to such injury is made within thirteen (13) months from the Closing Date, and (iii) in the case of any expense claim for benefits other than health benefits and sickness and disability benefits (e.g., life insurance benefits), a claim will be deemed to which have been incurred upon the occurrence of the event giving rise to such payments relate claims. As of the Closing, any Affected Employee who is receiving benefits under Seller’s short-term disability program shall be deemed to be expenses an employee of Preferred HoldersSeller until such time as such employee is no longer eligible for Seller’s short-term disability program. Upon prior notice If at such time such Affected Employee will be returning to the Cedar GP (given within Ten (10) business days after work, such notice from Cedar GP), the Preferred Holders employee shall be entitledoffered employment by Buyer in accordance with the terms of Section 2.2(a) hereof. If at such time such employee will be eligible for long-term disability benefits or disability retirement, at their sole cost and expense, to contest any such Preemployee shall receive such benefits under Seller’s long-Closing Claim, provided, however, that during the pendency of such Pre-Closing Claim (A) neither the Property nor any portion thereof term disability program or interest therein would be in imminent danger of being sold, forfeited or lost, and (B) neither Property nor any interest therein would be subject to the imposition of any lien as a result of the failure to comply with a requirement prior to and while such contest is proceeding, unless Preferred Holders shall cause any such lien, promptly after obtaining knowledge of the existence of the lien, to be discharged of record by payment, deposit, bond or otherwisepension plan.

Pre-Closing Claims. The Partnership may pursue (including Except as otherwise provided in this Section 6.8(i) with respect to sickness and disability claims, Seller shall remain responsible for all claims under the commencement of a plenary action) or defend any claims relating to the period applicable Plans for health, accident, injury, sickness, and disability benefits that are deemed incurred prior to the date Closing Date by Affected Employees. For all purposes under such Plans, such employees shall be considered to have terminated employment with Seller as of this Agreement (collectively, the "Pre-Closing Claims")Date. The Preferred Holders shall cooperate in the prosecution of any such Pre-Closing Claims. Subject to Preferred Holder's rights to contest a Pre-Closing Claim as hereinafter set forth, in the event that the Partnership shall owe money on account of a Pre-Closing Claim, and Cedar GP shall give notice thereof on or before the date which is one (1) year after the date For purposes of this Agreement: (i) a claim for health benefits (including, Preferred Holders shall make such payment within Ten (10) Business days after receipt of notice from Cedar GP. Any payment by Preferred Holders made pursuant to this Section 5.5(b)(1without limitation, claims for medical, prescription drug and dental expenses) shall not increase the Capital Account of Preferred Holders, such payment shall not be deemed to have been incurred on the date on which the related medical service or material was rendered to or received by the Affected Employee claiming any such benefits, (ii) a claim for injury, sickness or disability benefits based on an injury or illness occurring on or prior to the Closing Date shall be deemed to have been incurred prior to the Closing Date if, but only if, a Capital Contributionclaim relating to any such injury is made within two (2) years after the Closing Date, and (iii) in the case of any expense claim for benefits other than health benefits and sickness and disability benefits (e.g., life insurance benefits), a claim will be deemed to which such payments relate have been incurred upon the occurrence of the event giving rise thereto. As of the Closing, any Affected Employee who is receiving benefits under Seller's short-term disability program shall be deemed to be expenses an employee of Preferred HoldersSeller until such time as such employee is no longer eligible for Seller's short-term disability program. Upon prior notice If at such time such Affected Employee will be returning to the Cedar GP (given within Ten (10) business days after work, such notice from Cedar GP), the Preferred Holders employee shall be entitledemployed by Buyer in accordance with the terms of Sections 6.8(a) or 6.8(c) hereof, as applicable. If at their sole cost and expensesuch time such employee will be eligible for long-term disability benefits or disability retirement, to contest any such Preemployee shall receive such benefits under Seller's long-Closing Claim, provided, however, that during the pendency of such Pre-Closing Claim (A) neither the Property nor any portion thereof term disability program or interest therein would be in imminent danger of being sold, forfeited or lost, and (B) neither Property nor any interest therein would be subject to the imposition of any lien as a result of the failure to comply with a requirement prior to and while such contest is proceeding, unless Preferred Holders shall cause any such lien, promptly after obtaining knowledge of the existence of the lien, to be discharged of record by payment, deposit, bond or otherwisepension plan.

Pre-Closing Claims. The Partnership may pursue (including the commencement of a plenary action) or defend any claims relating to the period prior to the date of this Agreement (collectively, the "Pre-Closing Claims"). The Preferred Holders shall cooperate in the prosecution of any such Pre-Closing Claims. Subject to Preferred Holder's rights to contest a Pre-Closing Claim as hereinafter set forth, in the event that the Partnership shall owe money on account of a Pre-Closing Claim, Claim and Cedar GP shall give notice thereof on or before the date which is one (1) year after the date of this Agreement, Preferred Holders shall make such payment within Ten (10) Business days after receipt of notice from Cedar GP. Any payment by Preferred Holders made pursuant to this Section 5.5(b)(1) shall not increase the Capital Account of Preferred Holders, such payment shall not be deemed to be a Capital Contribution, and any expense to which such payments relate shall be deemed to be expenses of Preferred Holders. Upon prior notice to the Cedar GP (given within Ten (10) business days after such notice from Cedar GP), the Preferred Holders shall be entitled, at their sole cost and expense, to contest any such Pre-Closing Claim, provided, however, that during the pendency of such Pre-Closing Claim (A) neither the Property nor any portion thereof or interest therein would be in imminent danger of being sold, forfeited or lost, and (B) neither Property nor any interest therein would be subject to the imposition of any lien as a result of the failure to comply with a requirement prior to and while such contest is proceeding, unless Preferred Holders shall cause any such lien, promptly after obtaining knowledge of the existence of the lien, to be discharged of record by payment, deposit, bond or otherwise.