Transferred Benefit Plans. On and as of the day after the Closing Date, the Transferred Benefit Plans for U.S. Transferred Employees shall continue to be sponsored and maintained by a Transferred Subsidiary, an Indirect Subsidiary, the Buyers or another Affiliate of the Buyers, and Mallinckrodt UK and its Affiliates shall have no further liability or obligation therefor.
Transferred Benefit Plans. In connection with the Buyer’s ability to exercise the Benefit Plan Substitution Right, the Seller shall provide to the Buyer and Level 3 complete and unrestricted access, during normal business hours, to all information concerning the Transferred Benefit Plans within the possession of the Company, its Subsidiaries, the Seller and Leucadia, together with complete and unrestricted access, during normal business hours, to the employees of the Company and the advisors and consultants to the Company with respect to the Transferred Benefit Plans, in each case solely for the purpose of conducting its investigation of the Transferred Benefit Plans. If the Buyer exercises its Benefit Plan Substitution Right, the Seller and Leucadia will represent and warrant the foregoing to the Buyer and Level 3 and will agree to indemnify the Buyer and Level 3 for any breach of such representation, subject to the provisions of Section 9.2(b). Unless otherwise agreed to by Leucadia and the Seller, all information provided to the Buyer and Level 3 and their advisors and representatives pursuant to this Section 7.16 shall be kept confidential in accordance with the terms of the Confidentiality Agreement, provided, however, that such obligations will expire on the Closing if the Buyer exercises its Benefit Plan Substitution Right in accordance with Section 2.2(b). All requests for information under this Section 7.16 shall be made in writing to Mardi xx Xxxxxx, Senior Vice President of the Company.
Transferred Benefit Plans. On or prior to the date hereof, Sellers have delivered to Purchaser Section 2.6 of the Seller Disclosure Schedule, which includes a list of all Benefit Plans currently anticipated to be assumed by and assigned to Purchaser on the Closing Date. Purchaser shall have the right to add or remove any Benefit Plans from Section 2.6 of the Seller Disclosure Schedule, until three (3) days prior to the date of the Auction. Those Benefit Plans set forth in Section 2.6 of the Seller Disclosure Schedule on such date shall be assumed by and assigned to Purchaser on the Closing Date (the "Transferred Benefit Plans").
Transferred Benefit Plans. 50 SECTION 8. COVENANTS OF LEVEL 3 AND THE BUYER.........................................................50 SECTION 8.1. Commercially Reasonably Efforts...................................................50 SECTION 8.2. Consents and Approvals............................................................50
Transferred Benefit Plans. Effective as of the Closing, Purchaser or one of its Affiliates shall assume sponsorship of each of the Benefit Plans listed on Section 7.11(m) of the Disclosure Letter (the “Transferred Benefit Plans”), and any trusts, insurance policies or third-party administrator Contracts related to the Transferred Benefit Plans shall be assigned to Purchaser or its Affiliates effective as of the Closing; provided, that, except as agreed in the Transition Services Agreement, effective prior to the Closing, Seller shall, or shall cause, all participants of the Transferred Benefit Plans who are not Transferred Employees or former employees of Seller and its Affiliates to withdraw from participation from such Transferred Benefit Plans, without resulting in any Liability to Purchaser, the Purchased Subsidiaries or their respective Affiliates. With respect to the Transferred Benefit Plan which is a flexible spending account plan (the “Cafeteria Plan”), Purchaser shall, through December 31, 2013, administer the flexible spending accounts for health and dependent care expenses of participants who are not Transferred Employees, and as soon as practicable after the Closing Date, (i) Seller shall pay to Purchaser in cash the amount, if any, by which aggregate contributions made to accounts under the Cafeteria Plan since the first day of the current plan year exceeded the aggregate benefits provided as of the Closing Date, or (ii) Purchaser shall pay to Seller in cash the amount, if any, by which aggregate benefits provided from accounts under the Cafeteria Plan for the current plan year exceeded the aggregate contributions made from the first day of the current plan year through the Closing Date.
Transferred Benefit Plans. 40 7.8 Pittsburgh Real Property......................................................41 7.9 Oak Brook Real Property.......................................................41
Transferred Benefit Plans. (a) Seller shall within ninety (90) days of the Closing, take such action as is reasonably necessary to transfer sponsorship, together with all assets and liabilities, including but not limited to insurance contracts, of the following Benefit Plans to which Seller contributes pursuant to the collective bargaining agreements for the Division's Liberty, Missouri and Libertyville, Illinois facilities: (i) the Arrowhead Grating & Metalworks, Inc. Union Retirement Plan (a 401(k) plan), and (ii) the Libertyville Multi-employer Pension Plan (the "Transferred Benefit Plans"). For avoidance of doubt, the Transferred Benefit Plans do not include the Arrowhead Grating & Metalworks, Inc. Union Pension Plan, which is a frozen money purchase pension plan. On or before the effective date of such transfer, Seller will provide to Purchaser all records, data, and information maintained by Seller or its affiliates relating to the foregoing Transferred Benefit Plans. Thereafter, Seller will make its personnel available to Purchaser, under reasonable conditions, to answer questions regarding the administration or operation of the Transferred Benefit Plans.
