Timing of Transfer. Each of VTTI, the Partnership and VTTI Operating agree that the transfer of the Subject Assets shall take place as promptly as reasonably practicable after the Closing Date.
Timing of Transfer. All Transferred Employees shall become employees of the Buyer or its Affiliates as of 12:00:01 a.m. of the respective local time where the Transferred Employees are located on the relevant Transferred Employee Start Date; provided, that if any Transferred Employee is on a leave of absence approved by the Seller or any of its Affiliates on what would otherwise be such employee’s Transferred Employee Start Date, such employee shall not become an employee of the Buyer or its Affiliates on that date. Such employee’s Transferred Employee Start Date shall be postponed until the first day of the month following the expiration of such leave, provided such employee is otherwise able to commence active employment and the Buyer’s offer of employment remains in effect at that time. At such time, the Buyer and its Affiliates shall become responsible for payment of all salaries, wages and benefits and all other claims, costs, expenses, liabilities and other obligations relating to the employment of the Transferred Employees incurred from and after such time. The Seller or its Affiliate, as the case may be, shall be responsible for all salaries, wages, and benefits and all other claims, costs, expenses, liabilities and other obligations related to the employment or termination the Transferred Employees incurred prior to such time. For purposes of medical, dental, vision, disability and other similar benefits, a claim will be deemed to have been incurred upon the incurrence of a qualified expense for which reimbursement or payment is sought.
Timing of Transfer. Each Eligible Employee who accepts an offer of employment with Purchaser or its designee(s) shall become an employee of Purchaser or its designee(s) in accordance with the terms of such offer. At such time that the Eligible Employees become employees of Purchaser (hereafter, such employees are referred to as “Continued Employees”), Purchaser or its designee(s) shall become responsible for payment of all salaries, wages, severance, accrued and unused vacation, and benefits and all other claims (including medical, dental, vision, disability and other benefits claimed), costs, expenses, liabilities and other obligations relating to the employment of the Continued Employees incurred from and after such time. Except as required by applicable law, Seller shall cause HOO to be responsible for all salaries, wages, and benefits and all other claims, costs, expenses, liabilities and other obligations related to the employment or termination of the Eligible Employees incurred prior to such date.
Timing of Transfer. NeuStar shall perform a bulk transfer of the Subject Domains on a date mutually agreed upon between NeuStar and Losing Registrar.
Timing of Transfer. Each Eligible Employee who becomes a Continued Employee of the Buyer or its Affiliates, as applicable, shall become so employed as of such employee’s Hire Time. At such time that an Eligible Employee becomes an employee of the Buyer or its Affiliates, the Buyer and its Affiliates shall become responsible for payment of all salaries, wages, severance, accrued and unused vacation, and benefits and all other claims (including medical, dental, vision, disability and other benefits claimed), costs, expenses, liabilities and other obligations relating to the employment of the Continued Employees incurred from and after such time. The Sellers shall be responsible for all salaries, wages, and benefits and all other claims, costs, expenses, liabilities and other obligations related to the employment or termination of the Eligible Employees incurred prior to such employees Hire Time. For purposes of medical, dental, vision, disability and other similar benefits, a claim will be deemed to have been incurred upon the incurrence of a qualified expense for which reimbursement or payment is sought.
Timing of Transfer. Notwithstanding any other provision of this Agreement, title to the Shares and the Acquired Assets will be conveyed to Purchaser simultaneous with the payment by Purchaser of the Estimated Aggregate Consideration pursuant to a funds flow memorandum to be agreed upon in good faith by the Parties at least two Business Days prior to the Closing (which funds flow will include, among other line items, the wiring of funds directly to the Agent (as defined in the BTMUCC Credit Facility), on behalf of Seller and the Co-Issuers (as defined in the BTMUCC Credit Facility), in accordance with the Accord and Satisfaction Agreement and Payoff Letter.
Timing of Transfer. Each Eligible Employee who accepts Marine Transportation’s offer of employment shall become an employee of Marine Transportation as of 12:00 a.m. of the respective local time at the location where such Eligible Employee is employed on the Closing Date. At such time that the Eligible Employees become employees of Marine Transportation (hereafter, such employees are referred to as “Continued Employees”), Marine Transportation shall become responsible for payment of all salaries, wages, severance, accrued and unused vacation, and benefits and all other claims (including medical, dental, vision, disability and other benefits claimed), costs, expenses, liabilities and other obligations relating to the employment of the Continued Employees incurred from and after such time. Except as required by applicable Law, the Sellers shall be responsible for all salaries, wages, and benefits and all other claims, costs, expenses, liabilities and other obligations related to the employment or termination of the Eligible Employees incurred prior to the Closing Date. For purposes of medical, dental, vision, disability and other similar benefits, a claim will be deemed to have been incurred upon the incurrence of a qualified expense for which reimbursement or payment is sought.
Timing of Transfer. The transfer of the Equity Interest contemplated under Section 1.1 shall occur as promptly as practicable after the earlier of (1) October 19, 2011, (2) the occurrence of an LWY Event of Default (as defined in the Amended Acquisition Agreement) and (3) 60 days following the date of the Notice (defined as below).
Timing of Transfer. Each Eligible Employee who accepts Buyer’s offer of employment shall become an employee of the Buyer or its Affiliates as applicable, as of 12:00 a.m. of the respective local time at the location where such Eligible Employee is employed on the Closing Date; provided, that if any such Eligible Employee is on a leave of absence approved by a Company or any of its Affiliates on the Closing Date, such employee shall not become an employee of the Buyer or its Affiliates on that date. Such employee’s first day of employment shall be postponed until the first day immediately following the expiration of such leave, provided such employee is otherwise able to commence active employment and the Buyer’s offer of employment remains in effect at that time. At such time that the Eligible Employees become employees of the Buyer or its Affiliates, the Buyer and its Affiliates shall become responsible for payment of all salaries, wages, severance, accrued and unused vacation, and benefits and all other claims (including medical, dental, vision, disability and other benefits claimed), costs, expenses, liabilities and other obligations relating to the employment of the Continued Employees incurred from and after such time. The Sellers shall be responsible for all salaries, wages, and benefits and all other claims, costs, expenses, liabilities and other obligations related to the employment or termination of the Eligible Employees incurred prior to the Closing Date. For purposes of medical, dental, vision, disability and other similar benefits, a claim will be deemed to have been incurred upon the incurrence of a qualified expense for which reimbursement or payment is sought.
Timing of Transfer. Notwithstanding Section 2.2.1 above, the transfer of the Transferred Product Registrations shall occur in accordance with the provisions of Section 2.6 below, and the transfer of Transferred Product Inventory shall occur in accordance with the provisions of Section 5.2 below. Furthermore, the delivery of the Purchased Assets described in Sections 2.2.1(b), (d), (e), (f), (g), (i), and (j) shall occur as promptly as reasonably practicable following the Closing but in no event later than thirty (30) days after the Closing Date.
