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 as of the Closing Date, Purchaser shall provide welfare benefits to Company Employees under welfare benefit plans maintained by Purchaser (the "PURCHASER'S WELFARE PLANS"). Purchaser's Welfare Plans shall provide Company 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 Company 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 Company 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 Company 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 Company Employee has not satisfied any corresponding applicable waiting period, or limitation under the Company Benefit Plans. Purchaser's Welfare Plans shall credit each Company Employee (including any spouses and dependents) with the amount, if any, paid during the calendar year in which the Closing Date occurs or, if applicable, the end of the Transition Period, under the Company Benefit Plans towards deductibles, co-pays and out-of-pocket maximums.
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 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
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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. 6.2.1 Purchaser's Welfare Plans.................................. 6.2.2

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 Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Purchaser’s Closing Conditions The Purchaser’s obligations to close the transactions described in this Agreement are subject to the satisfaction at or prior to Closing of the following conditions precedent (the “Purchaser’s Closing Conditions”):

  • Purchaser’s Deliveries At the Closing, Purchaser shall deliver the following to Seller:

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

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • PURCHASERS On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

  • Purchaser's Investment Representations Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

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