Preexisting Conditions, Exclusions and Waiting Periods; Deductibles Sample Clauses

Preexisting Conditions, Exclusions and Waiting Periods; Deductibles. Subject to Applicable Law and applicable collective bargaining agreements, the Company and its subsidiaries shall (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of CEI or NU under any welfare plans, funds or programs (within the meaning of Section 3(1) of ERISA) currently maintained by the Company, or established to replace any CEI or NU welfare plans, funds or programs, in which such CEI or NU employees may be eligible to participate after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date and (ii) provide each CEI and NU employee with credit for any co-payments and deductibles paid by such employee prior to the Closing Date for purposes of satisfying any applicable deductible or out-of-pocket requirements under any of the welfare plans, funds or programs that such employees are eligible to participate in after the Closing Date.
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Preexisting Conditions, Exclusions and Waiting Periods; Deductibles. Buyer shall cause the Acquired Companies and its Affiliates to, as applicable, use commercially reasonable efforts to: (i) waive or cause to be waived all limitations as to preexisting conditions, exclusions and waiting periods or required physical examinations with respect to participation and coverage requirements applicable to Transferred Employees and their eligible dependents under any health, medical, disability and life insurance plans of Buyer, the Acquired Companies or one of their respective Subsidiaries, other than limitations or waiting periods that are already in effect with respect to such Transferred Employees and that have not been satisfied as of the Employee Transfer Date; (ii) waive or cause to be waived all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Transferred Employees and their eligible dependents under any other Buyer Benefit Plans; and (iii) provide each Transferred Employee with credit for any co-payments and deductibles paid by such Transferred Employee and his or her respective dependents prior to the Employee Transfer Date and in the same plan year as that in which the Employee Transfer Date occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements under the analogous Buyer Benefit Plan for its plan year in which the Employee Transfer Date occurs. As a condition to Buyer’s obligation under the preceding sentence, Seller shall provide Buyer or its designee all information reasonably requested to allow it to comply with such obligation within a reasonable time following receipt of a reasonable written request from Buyer.
Sample 1
Preexisting Conditions, Exclusions and Waiting Periods; Deductibles. The Company, the Buyer and their respective affiliates shall (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to Retained Employees under any of the Buyer Employee Benefit Plans that are welfare plans, funds or programs (within the meaning of Section 3(1) of ERISA) in 31 37 which such Retained Employees may be eligible to participate after the Closing, other than exclusions or waiting periods that are already in effect with respect to such Retained Employees and that have not been satisfied as of the Closing and (ii) provide each of the Retained Employees with credit for any co-payments and deductibles paid by such employee prior to the Closing for purposes of satisfying any applicable deductible or out-of-pocket requirements under any welfare plans, funds or programs that such employee is eligible to participate in after the Closing.
Sample 1
Preexisting Conditions, Exclusions and Waiting Periods; Deductibles. Buyer and its Affiliates (including, after the Closing Date, the Acquired Companies) shall use commercially reasonable efforts to: (a) waive or cause to be waived all limitations as to preexisting conditions, exclusions and waiting periods or required physical examinations with respect to participation and coverage requirements applicable to Company Employees and their eligible dependents under any Buyer Benefit Plans; and (b) provide each Company Employee with credit for any co-payments and deductibles paid by such Company Employee and his or her respective dependents prior to the date of commencement of participation in Buyer Benefit Plan and in the same plan year as that in which such commencement of participation occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements under the analogous Buyer Benefit Plan for the reminder of the plan year of the analogous Buyer Benefit Plan.
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Preexisting Conditions, Exclusions and Waiting Periods; Deductibles. Buyer and its Affiliates (including the Companies) shall use commercially reasonable efforts to, waive or cause to be waived all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Transferred Employees and their eligible dependents under Buyer Benefit Plans that are health benefit plans, other than limitations or waiting periods that are already in effect with respect to such Transferred Employees or that have not been satisfied as of the applicable hire dates.
Sample 1
Preexisting Conditions, Exclusions and Waiting Periods; Deductibles. Buyer or an Affiliate of Buyer shall: (i) waive or cause to be waived all limitations as to preexisting conditions, exclusions and waiting periods or required physical examinations with respect to participation and coverage requirements applicable to the Continuing Employees and their eligible dependents under any Buyer Benefit Plans, other than limitations or waiting periods that are already in effect with respect to such Continuing Employees and that have not been satisfied as of the Closing Date; and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid by such Continuing Employee and his or her respective dependents prior to the Closing Date and in the same plan year as that in which the Closing Date occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements under the analogous Buyer Benefit Plan for its plan year in which the Closing Date occurs; provided, in each case, that the foregoing shall not apply to the extent it would result in any duplication of benefits for the same period of service.
Sample 1
Preexisting Conditions, Exclusions and Waiting Periods; Deductibles. The Company, the Buyer and their respective affiliates shall (i) waive all limitations as to preexisting conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to employees of the Company retained by Buyer under any of the Buyer Employee Benefit Plans that are employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) in which such employees may be eligible to participate after the Closing, other than exclusions or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing and (ii) provide each of the employees with credit for any co-payments and deductibles paid by such employees prior to the Closing for purposes of satisfying any applicable deductible or out-of-pocket requirements under any such welfare plans that such employee is eligible to participate in after the Closing, but only if and to the extent that such information regarding credited co-payments and deductibles is timely provided to the Buyer.
Sample 1
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Preexisting Conditions, Exclusions and Waiting Periods; Deductibles. The Company, Buyer and their respective Subsidiaries and other Affiliates shall (a) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Transferred Employees under any Buyer employee benefit plans in which Transferred Employees are eligible to participate after the First Closing Date other than limitations or waiting periods that are already in effect with respect to such Transferred Employees and that have not been satisfied as of the First Closing Date, or with respect to FFSB, the FFSB Closing Date, and (b) provide each Transferred Employee with credit for any co-payments and deductibles paid by such Transferred Employee prior to the First Closing Date, or with respect to FFSB, the FFSB Closing Date, for purposes of satisfying any applicable deductible or out-of-pocket requirements under any welfare plans, funds or programs in which Transferred Employees are eligible to participate after the First Closing Date, or with respect to FFSB, the FFSB Closing Date.
Sample 1

Related to Preexisting Conditions, Exclusions and Waiting Periods; Deductibles

  • Continuing Conditions The obligations of each Lender to make Advances (including the initial Advance) under this Agreement and the obligation of the Issuing Lender to issue any Letters of Credit shall be subject to the continuing conditions that:

  • Vesting Conditions Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Award Agreement. A Stock Unit Award Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. The Committee may determine, at the time of granting Stock Units or thereafter, that all or part of such Stock Units shall become vested in the event that a Change in Control occurs with respect to the Company.

  • Limitations and Closed Periods Notwithstanding anything to the contrary in this Indenture or the Notes:

  • Existing Conditions Tenant accepts the Property in its condition as of the execution of the Lease, subject to all recorded matters, laws, ordinances, and governmental regulations and orders. Except as provided herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation as to the condition of the Property or the suitability of the Property for Tenant's intended use. Tenant represents and warrants that Tenant has made its own inspection of and inquiry regarding the condition of the Property and is not relying on any representations of Landlord or any Broker with respect thereto. If Landlord or Landlord's Broker has provided a Property Information Sheet or other Disclosure Statement regarding the Property, a copy is attached as an exhibit to the Lease.

  • Effectiveness Conditions This Amendment shall be effective upon the completion of the following conditions precedent (all agreements, documents and instruments to be in form and substance satisfactory to Agent and Agent’s counsel):

  • Exclusions The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.

  • Conditions to All Credit Extensions after the Closing Date Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Existing Condition Seller shall not cause nor permit to occur any of the events or occurrences described in Section 3.1.11 hereof.

  • Terminability of Welfare Plans No Employee Benefit Plan, which is an employee welfare benefit plan within the meaning of ss.3(1) or ss.3(2)(B) of ERISA, provides benefit coverage subsequent to termination of employment, except as required by Title I, Part 6 of ERISA or the applicable state insurance laws. The Borrower may terminate each such Plan at any time (or at any time subsequent to the expiration of any applicable bargaining agreement) in the discretion of the Borrower without liability to any Person other than for claims arising prior to termination.

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