Purchaser Plans. Notwithstanding the foregoing, nothing contained herein shall (i) be treated as an amendment to any particular employee benefit plan of Purchaser, HMA, or their Affiliates, (ii) obligate HMA, Purchaser or any of their Affiliates to maintain any particular benefit plan or arrangement or (iii) prevent HMA, Purchaser or any of their Affiliates from amending or terminating any benefit plan or arrangement. Except as limited in this Section, Purchaser retains the right to change, modify or terminate any wages, benefits, policies and procedures in its sole discretion as it deems appropriate.
Purchaser Plans. (a) Following the Closing Date, Purchaser shall cause the Company to provide to persons who were employees of the Company or any of its subsidiaries prior to the Closing Date (the "Company Personnel") employee benefit plans, programs and arrangements (the "Purchaser Plans") which in the aggregate are substantially comparable to those employee benefit plans, programs and arrangements generally provided to similarly situated employees of Purchaser from time to time.
(b) Following the Closing Date, Purchaser shall cause the Purchaser Plans to recognize any prior accrued service, compensation credit, credit toward satisfying deductible expense requirements, out-of-pocket expense limits and maximum lifetime benefit limits of such Company Personnel and/or such Company Personnel's eligible dependents, to the extent such prior service, credits and limits were recognized under the comparable employee benefit plans, programs or arrangements of the Company on the Closing Date, for all purposes under the Purchaser Plans (including, but not limited to, participation, eligibility, vesting and the calculation of benefits), and Purchaser shall cause the Purchaser Plans to waive any preexisting condition, exclusion or limitation under any such Plan to the extent such condition, exclusion or limitation would be covered by the comparable plan, program or arrangement of the Company on the Closing Date.
(c) Each of the employment agreements, the employment security agreements and severance agreements for the benefit of Company Personnel identified in Section 5.10 of the Company Disclosure Schedule shall be continued by the Company on the Closing Date on the same terms and subject to the same conditions as in effect under such agreements immediately prior to the Closing Date.
Purchaser Plans. (a) Transferred Employees shall cease to participate in each of the Seller Benefit Plans for periods after the Closing (or, if applicable with respect to an Employee, the Subsequent Transfer Date). For periods after the Closing (or, if applicable with respect to an Employee, the Subsequent Transfer Date), each Transferred Employee shall be eligible, subject to the provisions of this Article 11, to participate in the Purchaser Benefit Plans which, for the period from the Closing Date until December 31, 2005, shall provide benefits which are substantially comparable in the aggregate to the benefits provided under the corresponding Seller Benefit Plans as in effect immediately prior to the Closing; provided, however, that neither Purchaser nor any Purchaser Designee shall be under any obligation to provide benefits that are comparable or similar to those benefits provided to Transferred Employees through any Excluded Seller Plans prior to the Closing (or, if applicable, the Subsequent Transfer Date). Without limiting the generality of the foregoing, to the extent applicable, Transferred Employees (and their eligible dependents) shall be given credit for their service with the Seller and its Affiliates for all purposes (other than benefit accrual under a defined benefit pension plan) to the extent such service was taken into account under a corresponding Seller Benefit Plan and for purposes of satisfying any waiting periods and evidence of insurability requirements, shall be covered under any Purchaser Benefit Plan which is a welfare benefit plan without application of pre -existing condition limitations and shall be given credit for amounts paid under a corresponding Seller Benefit Plan during the same period for purposes of applying deductibles, copayments and out -of -pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the corresponding Purchaser Benefit Plan. Notwithstanding the foregoing provisions of this Section 11.4, service and other amounts shall not be credited to Transferred Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in duplication of benefits.
(b) Effective as of the Closing Date (or, to the extent applicable to an Employee, effective as of the Subsequent Transfer Date) or as soon as practicable thereafter, and subject to the other provisions of this Article 11, the Purchaser shall (or cause the U.S. Purchaser Designee to) establ...
Purchaser Plans. 4.4(b) Purchaser's Consent Schedule......................... 3.3
Purchaser Plans. 4.5.1 The Purchaser shall, as soon as reasonably practicable after the Closing Date, at its own cost, establish its own provident fund. The Purchaser shall also, as soon as reasonably practicable following the Closing Date, at its own cost, obtain a new policy from an insurer determined by the Purchaser or its Affiliates for extending superannuation benefits to the Transferred Employees for the period on and from the Closing Date. Until the establishment of such funds, on and following the Closing Date:
4.5.1 (a) the Purchaser shall pay or cause to be paid all contributions due and payable on and following the Closing Date in respect of the Provident Fund for the Transferred Employees in accordance with the terms of the Provident Fund until the same are transferred to the provident fund of the Purchaser, provided the same is not prohibited by Law;
4.5.1 (b) if the Purchaser is prohibited by Law from making contributions as set forth in Clause 4.5.1, the Seller shall, prior to the Closing Date, advance an amount equal to the contributions payable to the Provident Fund in respect of the Transferred Employees, for a period of 4 (four) months following the Closing Date, as if the Seller continued to employ the Transferred Employees for such period, provided the same is not prohibited by Law. The Purchaser shall reimburse the Seller in respect of such advances within a period of 14 (fourteen) days from the date of the Seller making such advances; and
4.5.1 (c) the Purchaser shall, as soon as practicable following the Closing Date, at its own cost, obtain a new policy from an insurer selected by the Purchaser or its Affiliates for extending superannuation benefits to the Transferred Employees for the period on and from the Closing Date.
4.5.2 Upon the establishment of the funds as provided in Clause 4.5.1, the Seller shall take all steps as may be necessary to transfer the balances, including interest under each of the Business Employee Plans in respect of the Transferred Employees (which accumulations are held by the trustees of each of the Business Employee Plans) to the funds to be CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. established by the Purchaser. The Seller shall provide to the Purchaser all necessary documentation and other information providing the amounts transferred under each such fund for each Transferred Employee.
Purchaser Plans. 4.4(b) Reinsurance Transaction.........................................4.6 SAP.........................................................2.6(a) SAP Financial Statements........................................2.6(a) Pyramid Intellectual Property...............................2.14 Pyramid.....................................................
Purchaser Plans. 4.6 Closing Transferred Employee Liability 5 CONDITIONS PRECEDENT 5.1 Conditions to the Obligation of the Purchaser 5.2 Conditions to the Obligation of the Seller 6 PRE-CLOSING COVENANTS
Purchaser Plans. 4.5.1 At the Closing, the Transferred Employees will become participants in the provident fund maintained by the Purchaser (the “Purchaser Provident Fund”).
4.5.2 At the Closing, the Seller shall transfer the balances, including interest under each of the Business Employee Plans in respect of the Transferred Employees (which accumulations are held by the trustees of each of the Business Employee Plans) to the relevant funds of the Purchaser. The Seller shall provide to the Purchaser all necessary documentation and [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. other information providing the amounts transferred under each such fund for each Transferred Employee.
Purchaser Plans. Purchaser shall credit the Transferred Employees with all service recognized by Seller under the Seller Plans as service with Purchaser for the purposes of eligibility to participate, vesting, and available levels of benefits under the employee benefit plans, programs and policies of Purchaser (the "Purchaser Plans"). As soon as practicable after the Closing Date, Seller shall advise Purchaser of all service by the Transferred Employees recognized by Seller under the Seller Plans as of the Measurement Date.
Purchaser Plans. 4.5.1 At the Closing, the Transferred Employees will become participants in the provident fund maintained by the Purchaser (the “Purchaser Provident Fund”).
4.5.2 At the Closing, the Seller shall transfer the balances, including interest under each of the Business Employee Plans in respect of the Transferred Employees (which accumulations are held by the trustees of each of the Business Employee Plans) to the relevant funds of the Purchaser. The Seller shall provide to the Purchaser all necessary documentation and other information providing the amounts transferred under each such fund for each Transferred Employee.
