Replacement Arrangements Sample Clauses

Replacement Arrangements. 4.1 Where Verizon is permitted to cease providing a UNE Analog Loop, UNE DS1 Dedicated transport, or UNE DS3 Dedicated Transport (each of the foregoing, a “Discontinued UNE”) under the terms of the Amended Agreement (including, but not limited to, Sections 2 and 3 above) and Customer has not submitted a Local Service Request (“LSR”) or Access Service Request (“ASR”), as appropriate, to Verizon requesting disconnection of the Discontinued UNE and has not separately secured from Verizon an alternative arrangement to replace the Discontinued UNE as of the applicable Embedded Base Transition Deadline, then Verizon may disconnect the subject Discontinued UNE with 90 days written notice to Customer immediately following or any time after the applicable Embedded Base Transition Deadline. 4.2 In lieu of disconnecting the subject Discontinued UNE under Section 4.1 above, Verizon, in its sole discretion, may elect to perform one of thefollowing. 4.2.1 Convert the subject Discontinued UNE to an arrangement available under a Verizon access Tariff (in which case month-to-month rates shall apply unless Verizon determines that the circuit is eligible for a different plan to which your company then subscribes), a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer. 4.2.2 In lieu of such a conversion, reprice the subject Discontinued UNE by application of a new rate (or, in Verizon's sole discretion, by application of a surcharge to an existing rate) to be equivalent to an arrangement available under a Verizon access Tariff, a resale arrangement, or other commercial arrangement that Verizon identifies in writing to Customer (the rates, terms and conditions of such replacement arrangement that Verizon identifies under (a) or (b) preceding, the “Replacement Terms”). 4.3 Without limiting Verizon's rights or Customer's obligations under this Section 4, Customer shall cooperate with Verizon in implementing the requirements of this Section 4 and shall promptly submit any LSR or ASR and take such other action that may be needed to implement such requirements.

Replacement Arrangements. 3.1 The Purchaser will procure that at the Closing Date the Relevant Purchasers set up or nominate a Replacement Arrangement in respect of each Business Employee and Offer Employee and Belgian Employee and Relevant Employee of SSHPC who was provided with or participating in a Group Retirement Benefit Arrangement immediately before the Closing Date. 3.2 Unless other arrangements are required by local law, the Purchaser will procure that, for a period of not less than 12 months, the Replacement Arrangement provides benefits to each Business Employee, Offer Employee, Belgian Employee or Relevant Employee of SSHPC that are, in the reasonable opinion of the Purchaser, equivalent in value to the benefits provided to the Business Employee, Offer Employee, Belgian Employee or Relevant Employee of SSHPC by the Relevant Seller immediately before the Closing Date provided that the Purchaser shall not be obliged to provide any Offer Employee or Relevant Employee in the United States with benefits or accruals under a defined benefit plan or any retiree health or welfare benefit. 3.3 The Purchaser will further procure that each Business Employee, Offer Employee, Belgian Employee or Relevant Employee of SSHPC who was provided with or participating in a Group Retirement Benefit Arrangement immediately before the Closing Date will be invited to join a Replacement Arrangement with effect from the Closing Date. Where required by law, the Relevant Purchaser will automatically place the Business Employee, Offer Employee, Belgian Employee and/or Relevant Employee of SSHPC in a Replacement Arrangement from the Closing Date. 3.4 Where benefits or accruals under any retiree health or welfare benefit arrangement are provided to or in respect of Offer Employees or Relevant Employees in the United States at Closing, the Seller will procure the provision of benefits equivalent to those the relevant Offer Employee or Relevant Employee (or any dependant of such person) would have received had the relevant Offer Employee or Relevant Employee remained employed in the Seller’s Group until such time as the relvant Offer Employee or Relevant Employee leaves the employment of the Purchaser’s Group (other than on retirement or death) and, notwithstanding any other provsion of this Schedule 7, the Purchaser shall not be obliged to provide benefits or accruals for retiree health or welfare benefits in respect of such individuals.: Terms defined in this agreement shall have the meanings attribute...

Replacement Arrangements. As soon as reasonably practicable after the date of this Agreement, the Parties shall cooperate in good faith and use commercially reasonable efforts to: (i) enter into or cause the entry into of arrangements (which may be in the form of a sublease or co-occupation agreement) to facilitate the continued use of the Office Premises by each of the Seller, DevCo and O&MCo for such part of the Transferring Business carried on by such Person on or at any time after the DevCo Closing Date; and (ii) terminate the Office Lease and enter into a new office lease for the Office Premises by and between the Office Lessor and DevCo (on substantially the same terms and conditions as those of the Office Lease) as soon as reasonably practicable after the DevCo Closing Date.

Replacement Arrangements. The Purchaser will procure that at the Closing Date the Relevant Purchasers set up or nominate a Replacement Arrangement in respect of each Business Employee and Offer Employee and Belgian Employee and Relevant Employee of SSHPC who was provided with or participating in a Group Retirement Benefit Arrangement immediately before the Closing Date.