Purchaser's Plans Sample Clauses

Purchaser's Plans. Sellers shall not in any manner be responsible for any liability, claim or obligation due under any such plan maintained by Purchaser.
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Purchaser's Plans. Effective from and after the Closing (or, in the case of health insurance plans, the first day of the month following the month in which the Closing occurs if the Closing occurs in a month other than November 2013, or if the Closing occurs in November 2013, from and after January 1, 2014), Purchaser shall cause each Transitioning Employee and his or her eligible dependents to become eligible to participate immediately in each employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) sponsored, maintained or contributed to by Purchaser or any of its Subsidiaries and each other benefit arrangement sponsored, maintained or contributed to by Purchaser for the benefit of similarly situated employees of Purchaser (“Purchaser Health and Welfare Plans”). For purposes of each Purchaser Health and Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transitioning Employee, Purchaser shall use its commercially reasonable efforts to cause all pre-existing condition exclusions, other than the pre-existing condition exclusion for transplants, and actively-at-work requirements of such plan to be waived for such employee and his or her covered dependents (“Seller Health and Welfare Plans”) in which such employee participated immediately prior to the Closing, and Purchaser shall use its commercially reasonable efforts to cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Seller Health and Welfare Plans ending on the date such employee’s participation in the corresponding Purchaser Health and Welfare Plan begins to be taken into account under such Purchaser Health and Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Purchaser Health and Welfare Plan. In addition, provided that Seller currently provides long term disability to the Timberland Employees, Purchaser agrees to ensure that Purchaser’s Long Term Disability Plan recognizes each Transitioning Employee’s years of employment service with Seller to the extent permitted by such Long Term Disability Plan.
Purchaser's Plans. Effective as of the Closing Date until January 1, 1999 Purchaser shall continue the same health plans currently provided by Seller to its employees with respect to each employee of Seller who is hired by Newco pursuant to Section 2.4(a) ("Transferring Employees"), and after January 1, 1999, Purchaser shall cause each Transferring Employee to be provided with benefits on a basis substantially similar to Purchaser's normal practice. Purchaser shall cause each Transferring Employee to be covered under a group health plan that (i) provides medical and dental benefits to the Transferring Employee, (ii) credits such Transferring Employee, for the year during which such coverage under such group health plan begins, with any deductibles and copayments already incurred during such year under the group health plan maintained by Seller listed on Schedule 3.13(a), and (iii) waives any preexisting condition restrictions to the extent necessary to provide immediate coverage and to the extent such restrictions did not apply under the group health plan maintained by Seller. Purchaser shall cause the employee benefit plans and programs maintained after the Closing by Purchaser to recognize each Transferring Employee's years of service and level of seniority prior to the Closing Date with Seller and its affiliates for purposes of terms of employment and eligibility, vesting and benefit determination under such plans and programs (other than benefit accruals under any defined benefit pension plan).
Purchaser's Plans. Effective from and after the first day after the Closing, Purchaser shall cause each Transitioning Employee and his or her eligible dependents to become eligible to participate immediately in each employee welfare benefit plan (as such term is defined in Section 3(l) of ERISA) maintained, as of the Closing Date, by Purchaser and each other benefit arrangement maintained by Purchaser for the benefit of similarly situated employees of Purchaser. Purchaser shall cause each such welfare plan to: (i) recognize the 1998 co-payments and deductible expenses of the Transitioning Employees and their eligible dependents incurred under those plans that are health benefit plans, and (ii) waive all pre-existing condition exclusions and limitations of the Transitioning Employees and their eligible dependents. (c)
Purchaser's Plans. Purchaser shall furnish Sellers copies of all of its plans referred to in this Section 12 as soon as practicable, but no later than 90 days after the later of the date the plan is executed or the date a former employee of Sellers is covered under the plan.
Purchaser's Plans. Effective as of the Closing Date, Purchaser shall provide welfare benefits to Employees under welfare benefit plans maintained by Purchaser (the "PURCHASER'S WELFARE PLANS"). Purchaser's Welfare Plans shall provide Employees with either (a) welfare benefits substantially similar to those provided under Parent's Welfare Plans immediately prior to the Closing or (b) welfare benefits that are substantially similar to those provided to Purchaser's similarly situated employees. Purchaser will credit the Employees for their service with Parent, its Affiliates, the Companies (and any predecessors) for purposes of eligibility, benefit accruals, waiting periods or other qualification or eligibility for any benefit or privilege, under Purchaser's Welfare Plans in which Employees are allowed to participate after the Closing, and any applicable vacation or severance policies or programs, but not to the extent such credit would result in a duplication of benefits. The Employees will be allowed by Purchaser to participate in Purchaser's Plans without being subject to any waiting periods or any restrictions or limitations for pre-existing conditions, except to the extent any such Employee has not satisfied any corresponding applicable waiting period, or limitation under the Company Benefit Plans. Purchaser's Welfare Plans shall credit each Employee (including any spouses and dependents) with the amount, if any, paid during the calendar year in which the Closing Date occurs under the Company Benefit Plans towards deductibles, co-pays and out-of-pocket maximums.
Purchaser's Plans. 6.2.1 Purchaser's Welfare Plans.................................. 6.2.2
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Purchaser's Plans. Purchaser will make available to the Transferred Employees who accept employment with Purchaser such benefits as Purchaser determines in its sole discretion, subject to such eligibility requirements as are determined by Purchaser to be applicable to such benefits. Nothing contained in this Agreement shall limit the right of Purchaser or its affiliates, at any time and from time to time, to amend, modify or terminate, in whole or in part, any of the employee benefits plans of Purchaser, except to the extent otherwise specifically provided by law, and Purchaser hereby reserves such right.
Purchaser's Plans. Nothing herein shall preclude amendment or termination of any of the Purchaser's Benefit Plans (including, without limitation, Purchaser's Qualified Pension Benefit Plan), the Company's Separate Plans, or any other Plan, program, policy, fund or arrangement of the Purchaser, any of the Companies or

Related to Purchaser's Plans

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Purchaser’s Closing Obligations On the Closing Date, Purchaser, at its sole cost and expense, will deliver to Seller the following items: (a) The Purchase Price, after all adjustments are made as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.2; (b) A counterpart original of each Assignment of Leases, duly executed by Purchaser; (c) A counterpart original of each Assignment, duly executed by Purchaser; (d) Evidence reasonably satisfactory to Seller that the person executing the Assignment of Leases, the Assignment, and the Tenant Notice Letters on behalf of Purchaser has full right, power and authority to do so; (e) Form of written notice executed by Purchaser and to be addressed and delivered to the Tenants by Purchaser in accordance with Section 10.6 herein, (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Security Deposit (specifying the exact amount of the Security Deposit) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (f) A counterpart original of the Closing Statement, duly executed by Purchaser; (g) A certificate, dated as of the Closing Date, stating that the representations and warranties of Purchaser contained in Section 8.2 are true and correct in all material respects as of the Closing Date; (h) A counterpart original of the Operating Agreement (as defined in Section 10.3(k) below), duly executed by Purchaser; and (i) Such other documents as, may be reasonably necessary or appropriate to effect the consummation of the transaction which is the subject of this Agreement.

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • PURCHASER’S PROPERTY 6.1 Materials such as components, machinery, tools, models, moulds, jigs and fixtures, accessories or others which may be made available to the Supplier by the Purchaser for the purposes of the Contract shall be under the Supplier's responsibility, care and custody; the Supplier shall take out insurance against any damage that they might suffer and shall clearly mark them and record them as being the property of the Purchaser. 6.2 The Supplier agrees to refrain from using such materials other than for the purpose of the Contract; it shall keep them in good working order, except for normal wear and tear. 6.3 Any damage or deterioration that such materials may suffer due to improper use or negligence by the Supplier shall be repaired at its cost. Without prejudice to the other rights of the Purchaser, the Supplier shall return such materials upon first request. 6.4 Legal ownership in and/or the right to dispose of any such Purchaser items shall under no circumstances pass to the Supplier. Upon the Purchaser’s request, and without prejudice to Purchaser’s rights under the Contract, the Supplier, without delay, shall allow the Purchaser, and/or any third party mandated by the Purchaser, to enter any premises of the Supplier to 6.5 Ownership of toolsmanufacturedor acquired by the Supplier especially for thepurposes of the Contractsuchasmodels, moulds,jigsandfixtures, accessoriesorothers, shallbetransferred to the Purchaser at the time of their manufacture or acquisition by the Supplier. The Supplier shall return the tools to the Purchaser by the end of the performance of the Contract at the latest.

  • Purchaser’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Sections 6.2, Purchaser shall execute and/or deliver to Seller all of the following: (i) Payment of the Purchase Price as required under Section 3.3(a) hereof. (ii) An assumption agreement, duly executed by Purchaser, under which Purchaser assumes those Assumed Liabilities described in Section 2.2 hereof. (iii) An incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser. (iv) A certified copy of resolutions of Purchaser's Board of Directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents (v) A closing certificate executed by an executive officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser. (vi) Such other documents from Purchaser as may reasonably be required in order to effectuate the transactions contemplated (i) hereby and (ii) by the Purchaser's Ancillary Documents.

  • Purchasers Deliverables Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

  • Purchaser’s Representations The Purchaser's representations contained in this Agreement will be true.

  • PURCHASERS a. Contractor acknowledges that use of the Contract by any city, county, state agency, state school district, state higher education institution, public utility district, Medicaid provider, or organization that has a Master Contract Usage Agreement (MCUA) is discretionary. b. Services described herein will be requested by Purchaser as needed, based on program/policy requirements and Consumer communication needs and preferences. c. The Contractor acknowledges that payment for any services provided under this Contract is the sole responsibility of the Purchaser.

  • Purchaser's Investment Representations The Purchaser hereby represents that he is acquiring the Restricted Securities purchased hereunder for his own account with the present intention of holding such securities for investment purposes and that he has no intention of selling such securities in a public distribution in violation of federal or state securities laws; provided that nothing contained herein will prevent the Purchaser and the subsequent holders of such securities from transferring such securities in compliance with the provisions of Section 2 hereof. Each certificate for Restricted Securities will be conspicuously imprinted with a legend substantially in the following form (the "Securities Act Legend"): "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON APRIL 19, 2000, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE TRANSFER OF SUCH SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN (A) THE MANAGEMENT STOCK PURCHASE AGREEMENT DATED AS OF APRIL 19, 2000, BETWEEN THE ISSUER (THE "COMPANY") AND THE ORIGINAL PURCHASER HEREOF AND (B) THE STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 10, 1999, BETWEEN THE COMPANY AND THE ORIGINAL PURCHASER HEREOF, AND THE COMPANY RESERVES THE RIGHT TO REFUSE TO TRANSFER SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS WILL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE." Whenever any shares of Voting Common Stock cease to be Restricted Securities and are not otherwise restricted securities, the holder thereof will be entitled to receive from the Company, without expense, upon surrender to the Company of the certificate representing such shares of Voting Common Stock, a new certificate representing such shares of Voting Common Stock of like tenor but not bearing a legend of the character set forth above.

  • Purchaser Closing Deliveries No later than one (1) Business Day prior to the Closing Date (except for the balance of the Purchase Price which is to be delivered at the time specified in Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to the applicable Seller upon the Closing) the following items with respect to each Property being conveyed at such Closing: (a) A title affidavit (or at Purchaser’s option an indemnity) pertaining to Purchaser’s activity on the applicable Property prior to Closing, in the customary form reasonably acceptable to Purchaser, to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Purchaser to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (b) Any declaration or other statement which may be required to be submitted to the local assessor with respect to the terms of the sale of such Property; (c) A closing statement executed by Purchaser; (d) A counterpart of the General Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (e) A counterpart of the Leases Assignment, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable; (f) A counterpart of the Tenant Notices, countersigned by Purchaser or Purchaser’s Designated Entity, as applicable, to be delivered to the Tenants by Purchaser promptly following Closing; (g) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Purchaser’s or Purchaser Designated Entities’, as applicable, authority to consummate this transaction; and (h) If applicable and only with respect to the Runaway Bay I, the Xxxxxx’x Pointe, and Xxxx Bridge Crossing Properties, the Loan Documents to be executed by Purchaser or Purchaser’s Designated Entity, as applicable.

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